Veritex Holdings Reports Multiple Material Events

TL;DR

Veritex Holdings filed an 8-K on Oct 20, 2025, detailing asset deals, listing rule notices, control changes, and officer/director updates.

AI Summary

Veritex Holdings, Inc. filed an 8-K on October 20, 2025, reporting several material events. These include the completion of an acquisition or disposition of assets, a notice of delisting or failure to meet listing rules, material modifications to security holder rights, changes in control of the registrant, and changes in directors or officers. The filing also covers compensatory arrangements and amendments to articles of incorporation or bylaws.

Why It Matters

This 8-K filing indicates significant corporate actions and potential changes for Veritex Holdings, Inc., which could impact its stock performance and investor confidence.

Risk Assessment

Risk Level: medium — The filing reports multiple significant events including potential delisting, changes in control, and asset dispositions, which introduce uncertainty.

Key Players & Entities

• Veritex Holdings, Inc. (company) — Registrant
• October 20, 2025 (date) — Date of Report

FAQ

Key Financial Figures

• $0.01 — ch registered Common Stock, par value $0.01 per share VBTX Nasdaq Global Market

Filing Documents

• tm2529027d1_8k.htm (8-K) — 43KB
• 0001104659-25-100622.txt ( ) — 208KB
• vbtx-20251020.xsd (EX-101.SCH) — 3KB
• vbtx-20251020_lab.xml (EX-101.LAB) — 33KB
• vbtx-20251020_pre.xml (EX-101.PRE) — 22KB
• tm2529027d1_8k_htm.xml (XML) — 4KB

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Item 2.01. Completion of Acquisition or Disposition of Assets. Effective as of the Closing Date, Huntington completed its previously announced acquisition of Veritex, pursuant to the Merger Agreement. Pursuant to the Merger Agreement, (i) Veritex merged with and into Huntington, with Huntington continuing as the surviving corporation (the "Merger"), and (ii) following the Merger, Veritex Community Bank, a Texas state-chartered bank and a wholly owned subsidiary of Veritex, merged with and into The Huntington National Bank, a national bank and a wholly owned subsidiary of Huntington, with The Huntington National Bank continuing as the surviving bank (the "Bank Merger"). Pursuant to the Merger Agreement, at the effective time of the Merger (the "Effective Time"), each share of common stock, par value $0.01 per share, of Veritex ("Veritex Common Stock") outstanding immediately prior to the Effective Time, other than certain shares held by Huntington or Veritex, was converted into the right to receive 1.95 shares of common stock (the "Exchange Ratio" and such shares, the "Merger Consideration"), par value $0.01 per share, of Huntington ("Huntington Common Stock"). Holders of Veritex Common Stock who would otherwise have been entitled to receive a fraction of a share of Huntington Common Stock (after taking into account all shares held by such holder) will instead receive cash (without interest) in lieu of such fractional share in accordance with the terms of the Merger Agreement. Additionally, pursuant to the Merger Agreement: (i) each Veritex stock option with an exercise price that was less than the per share value of the Merger Consideration was cancelled in exchange for an amount in cash based on the Merger Consideration less the exercise price of such Veritex stock option; (ii) each Veritex stock option with an exercise price that was equal to or greater than the per share value of the Merger Consideration was cancelled for no consideration; and (iii) each out

01

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On October 17, 2025, Veritex notified The NASDAQ Stock Market LLC ("NASDAQ") of the consummation of the Merger and requested that NASDAQ (i) suspend trading of Veritex Common Stock prior to the opening of trading on October 20, 2025, (ii) withdraw Veritex Common Stock from listing on NASDAQ prior to the opening of trading on October 20, 2025 and (iii) file with the Securities and Exchange Commission (the "SEC") notifications of delisting of Veritex Common Stock on Form 25 and deregistration under Section 12(b) of the Securities Exchange Act of 1934 (the "Exchange Act"). As a result, Veritex Common Stock will no longer be listed on NASDAQ. Additionally, Huntington, as successor to Veritex, intends to file with the SEC a certification on Form 15 requesting the deregistration of Veritex Common Stock under Section 12(g) of the Exchange Act and the suspension of Veritex's reporting obligations under Sections 13 and 15(d) of the Exchange Act as promptly as practicable. The information set forth under Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.01.

03

Item 3.03. Material Modification to Rights of Security Holders. As of the Effective Time, each holder of a certificate or book-entry share representing any shares of Veritex Common Stock ceased to have any rights with respect thereto, except the right to receive the consideration as described above and subject to the terms and conditions set forth in the Merger Agreement. The information set forth under Item 2.01, Item 3.01, Item 5.01 and Item 5.02 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.

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Item 5.01. Changes in Control of Registrant. On October 20, 2025, Veritex was merged with and into Huntington pursuant to the Merger Agreement, with Huntington continuing as the surviving corporation. The information set forth under Item 2.01, Item 3.01, Item 3.03 and Item 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.

02

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. As of the Effective Time, and pursuant to the terms of the Merger Agreement, Veritex's directors and executive officers ceased serving as directors and executive officers of Veritex.

03

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. At the Effective Time, the Articles of Incorporation, as amended, of Veritex and the Bylaws of Veritex ceased to be in effect by operation of law and the organizational documents of Huntington (as successor to Veritex by operation of law) remained the Articles of Restatement and the Bylaws of Huntington, in each case as in effect as of immediately prior to the Effective Time. A copy of the Articles of Restatement of Huntington, the Articles of Amendment to the Articles of Restatement and the Bylaws of Huntington are filed as Exhibits 3.1 – 3.10 to this Current Report on Form 8-K and are incorporated herein by reference.

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Item 8.01. Other Events. On October 20, 2025, Huntington issued a press release announcing the completion of the Merger, a copy of which is filed as Exhibit 99.1 to this Current Report on Form 8-K.

Financial Statements and Exhibits

Financial Statements and Exhibits (d) Exhibits. Exhibit No. Description 2.1 Agreement and Plan of Merger, dated as of July 13, 2025, by and between Huntington Bancshares Incorporated and Veritex Holding Company, Inc. (incorporated by reference to Exhibit 2.1 of the Current Report on Form 8-K, filed by Veritex Holding Company, Inc. on July 17, 2025). 3.1 Articles Supplementary of Huntington Bancshares Incorporated, as of January 18, 2019 (incorporated by reference to Exhibit 3.1 to Huntington Bancshares Incorporated's Form 8-K filed with the SEC on January 16, 2019). 3.2 Articles of Restatement of Huntington Bancshares Incorporated (incorporated by reference to Exhibit 3.2 to Huntington Bancshares Incorporated's Form 8-K filed with the SEC on January 16, 2019). 3.3 Articles Supplementary of Huntington Bancshares Incorporated, as of February 5, 2021 (incorporated by reference to Exhibit 3.1 to Huntington Bancshares Incorporated Form 8-K filed with the SEC on February 5, 2021) 3.4 Articles Supplementary of Huntington Bancshares Incorporated, as of August 5, 2020 (incorporated by reference to Exhibit 3.1 to Huntington Bancshares Incorporated Form 8-K filed with the SEC on August 5, 2020) 3.5 Articles Supplementary of Huntington Bancshares Incorporated, as of May 28, 2020 (incorporated by reference to Exhibit 3.1 to Huntington Bancshares Incorporated Form 8-K filed with the SEC on May 28, 2020) 3.6 Articles Supplementary of Huntington Bancshares Incorporated, as of June 8, 2021 (incorporated by reference to Exhibit 3.1 to Huntington Bancshares Incorporated Form 8-K filed with the SEC on June 8, 2021). 3.7 Articles of Amendment of Huntington Bancshares Incorporated to Articles of Restatement of Huntington Bancshares Incorporated, as of June 8, 2021(incorporated by reference to Exhibit 3.2 to Huntington Bancshares Incorporated Form 8-K filed with the SEC on June 8, 2021) 3.8 Articles Supplementary of Huntington Bancshares Incorporated, as of

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized. HUNTINGTON BANCSHARES INCORPORATED (as successor by merger to the registrant) /s/ Marcy C. Hingst Marcy C. Hingst General Counsel Dated: October 20, 2025

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View this 8-K filing on SEC EDGAR