Sec Form 4 Filing - Karaba Martin Dominic @ Veritex Holdings, Inc. - 2025-10-20

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Karaba Martin Dominic 2. Issuer Name and Ticker or Trading Symbol Veritex Holdings, Inc. [ VBTX] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Banking Officer (Last) (First) (Middle) 8214 WESTCHESTER DR. SUITE 800 3. Date of Earliest Transaction (MM/DD/YY) 10/20/2025 (Street) DALLAS, TX75225 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Restricted Stock Unit ( 1 ) 10/20/2025 D( 2 ) 20,000 ( 3 ) ( 3 ) Common Stock 20,000 ( 3 ) 0 D Restricted Stock Units ( 1 ) 10/20/2025 D( 2 ) 6,265 ( 3 ) ( 3 ) Common Stock 6,265 ( 3 ) 0 D Restricted Stock Units ( 1 ) 10/20/2025 D( 2 ) 7,154 ( 3 ) ( 3 ) Common Stock 7,154 ( 3 ) 0 D Performance Stock Units ( 4 ) 10/20/2025 D( 2 ) 8,211 ( 4 ) ( 4 ) Common Stock 8,211 ( 4 ) 0 D Performance Stock Units ( 4 ) 10/20/2025 D( 2 ) 8,211 ( 4 ) ( 4 ) Common Stock 8,211 ( 4 ) 0 D Performance Stock Units ( 4 ) 10/20/2025 D( 2 ) 5,465 ( 4 ) ( 4 ) Common Stock 5,465 ( 4 ) 0 D Performance Stock Units ( 4 ) 10/20/2025 D( 2 ) 5,466 ( 4 ) ( 4 ) Common Stock 5,466 ( 4 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Karaba Martin Dominic 8214 WESTCHESTER DR. SUITE 800 DALLAS, TX75225 Chief Banking Officer Signatures /s/ C. Malcolm Holland, III, by power of attorney 10/22/2025 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Each restricted stock unit represents a right to receive at settlement one share of common stock of the Company. ( 2 )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). ( 3 )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. ( 4 )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.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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