| Name | Relationship | Address | Signature | Signature date | CIK |
|---|---|---|---|---|---|
| Holford William Lewis | Chief Financial Officer | 8214 WESTCHESTER DRIVE, SUITE 800, DALLAS | /s/ C. Malcolm Holland, III, by power of attorney | 2025-10-22 | 0002076823 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | VBTX | Common Stock | Disposed to Issuer | -8.21K | -100% | 0 | Oct 20, 2025 | Direct | F1, F2 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | VBTX | Restricted Stock Units | Disposed to Issuer | -576 | -100% | 0 | Oct 20, 2025 | Common Stock | 576 | $0.00 | Direct | F1, F3, F4 | ||
| transaction | VBTX | Restricted Stock Units | Disposed to Issuer | -2.28K | -100% | 0 | Oct 20, 2025 | Common Stock | 2.28K | $0.00 | Direct | F1, F3, F4 | ||
| transaction | VBTX | Restricted Stock Units | Disposed to Issuer | -3.43K | -100% | 0 | Oct 20, 2025 | Common Stock | 3.43K | $0.00 | Direct | F1, F3, F4 | ||
| transaction | VBTX | Employee Stock Option (right to buy) | Disposed to Issuer | -961 | -100% | 0 | Oct 20, 2025 | Common Stock | 961 | $21.38 | Direct | F5 |
William Lewis Holford is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.
| Id | Content |
|---|---|
| F1 | On October 20, 2025, Huntington Bancshares Incorporated (Huntington) acquired the Issuer pursuant to the terms of that certain Agreement and Plan of Merger entered into by and between Huntington and the Issuer, dated as of July 13, 2025 (the Merger Agreement). Pursuant to the terms of the Merger Agreement, the Issuer merged with and into Huntington, with Huntington surviving such merger (the Merger). |
| F2 | Pursuant to the terms of the Merger Agreement, each share of Issuer common stock (other than certain excluded shares) outstanding immediately prior to the effective time of the Merger (the Effective Time) converted into the right to receive 1.95 shares of Huntington common stock (the Merger Consideration). |
| F3 | Each restricted stock unit (RSU) represents a right to receive at settlement one share of common stock of the Company. |
| F4 | Pursuant to the terms of the Merger Agreement, each RSU outstanding immediately prior to the Effective Time was canceled and converted into the right to receive (without interest) a number of shares of Huntington common stock equal to the product of (i) the number of shares of Issuer common stock subject to such RSU immediately prior to the Effective Time, multiplied by (ii) the Exchange Ratio (as defined below), less any applicable tax withholdings. The ratio of 1.95 shares of Huntington common stock for one share of Issuer common stock is referred to as the Exchange Ratio. |
| F5 | Pursuant to the terms of the Merger Agreement, each stock option, whether vested or unvested, outstanding immediately prior to the Effective Time was cancelled and converted into the right to receive, without interest, an amount in cash equal to the product of (i) the excess, if any, of the Merger Consideration Value (as defined in the Merger Agreement) over the per share exercise price of such stock option, multiplied by (ii) the total number of shares of Issuer common stock subject to such stock option immediately prior to the Effective, less applicable tax withholding. |