4//SEC Filing
Donnelly Phil 4
Accession 0001944901-25-000004
CIK 0001501570other
Filed
Oct 21, 8:00 PM ET
Accepted
Oct 22, 6:46 PM ET
Size
25.0 KB
Accession
0001944901-25-000004
Insider Transaction Report
Form 4
Donnelly Phil
SEVP, General Counsel
Transactions
- Disposition to Issuer
Restricted Stock Units
2025-10-20−2,406→ 0 total→ Common Stock (2,406 underlying) - Disposition to Issuer
Performance Stock Units
2025-10-20−1,307→ 0 total→ Common Stock (1,307 underlying) - Disposition to Issuer
Restricted Stock Units
2025-10-20−3,297→ 0 total→ Common Stock (3,297 underlying) - Disposition to Issuer
Restricted Stock Units
2025-10-20−863→ 0 total→ Common Stock (863 underlying) - Disposition to Issuer
Performance Stock Units
2025-10-20−3,153→ 0 total→ Common Stock (3,153 underlying) - Disposition to Issuer
Common Stock
2025-10-20−5,842→ 0 total - Disposition to Issuer
Performance Stock Units
2025-10-20−1,307→ 0 total→ Common Stock (1,307 underlying) - Disposition to Issuer
Performance Stock Units
2025-10-20−3,153→ 0 total→ Common Stock (3,153 underlying) - Disposition to Issuer
Performance Stock Units
2025-10-20−2,518→ 0 total→ Common Stock (2,518 underlying) - Disposition to Issuer
Performance Stock Units
2025-10-20−2,519→ 0 total→ Common Stock (2,519 underlying)
Footnotes (5)
- [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 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 performance stock unit (PSU) previously granted by the Issuer outstanding immediately prior to the Effective Time was deemed to vest at target, 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 PSU immediately prior to the Effective Time, multiplied by (ii) the Exchange Ratio.
Documents
Issuer
Veritex Holdings, Inc.
CIK 0001501570
Entity typeother
Related Parties
1- filerCIK 0001944901
Filing Metadata
- Form type
- 4
- Filed
- Oct 21, 8:00 PM ET
- Accepted
- Oct 22, 6:46 PM ET
- Size
- 25.0 KB