01—Abstract
Summary
Summary of the 8-K filed July 17, 2025. Cited figures are marked; the original filing is the authoritative source.
On July 13, 2025, Huntington Bancshares Incorporated (HBAN) entered into an Agreement and Plan of Merger with Veritex Holdings, Inc., a Texas corporation.
Under the agreement, Veritex will merge with and into Huntington, with Huntington continuing as the surviving corporation. Immediately afterward, Veritex Community Bank will merge into The Huntington National Bank, which will be the surviving bank. Both boards unanimously approved the merger agreement.
Each outstanding share of Veritex common stock will be converted into the right to receive 1.95 shares of Huntington common stock, with cash paid in lieu of fractional shares. Veritex stock options will be cashed out or cancelled depending on their exercise price relative to the merger consideration. Veritex RSUs granted before July 13, 2025, or held by non-employee directors, will be converted into Huntington shares, while RSUs granted on or after that date will be assumed by Huntington and converted into Huntington RSUs.
Huntington will also contribute $10 milliona to the Huntington Foundation for the markets where Veritex operates. Completion is subject to Veritex shareholder approval, Nasdaq listing authorization, Federal Reserve and OCC approvals, effectiveness of a Form S-4 registration statement, and the absence of legal restraints.
The merger is intended to qualify as a reorganization under Section 368(a) of the Internal Revenue Code. Veritex would owe a $56 millionb termination fee in certain circumstances.
02—Key points
Key Highlights
- Veritex Holdings, Inc. will merge into Huntington, with Huntington as the surviving corporation.
- Each Veritex common share converts into 1.95 shares of Huntington common stock.
- Veritex Community Bank will merge into The Huntington National Bank immediately after the merger.
- Veritex equity awards are cashed out, cancelled, or converted into Huntington shares or RSUs based on grant date and holder type.
- Huntington will contribute $10 million to the Huntington Foundation for Veritex's markets.
- Closing requires Veritex shareholder approval, Federal Reserve and OCC approvals, and an effective Form S-4.
- Veritex would pay a $56 million termination fee under certain circumstances.
03—Questions
Frequently Asked Questions
What will Veritex shareholders receive in the merger?
Each share of Veritex common stock will be converted into the right to receive 1.95 shares of Huntington common stock, with cash paid in lieu of any fractional shares.
What regulatory approvals are required?
The filing states that completion requires the approval of the Board of Governors of the Federal Reserve System and the Office of the Comptroller of the Currency, along with other customary conditions.
What happens to Veritex stock options and RSUs?
In-the-money Veritex stock options are cashed out based on the spread over the merger consideration, and out-of-the-money options are cancelled for no consideration. RSUs granted before July 13, 2025, or held by non-employee directors are converted into Huntington shares. RSUs granted on or after that date are assumed and converted into Huntington RSUs.
Under what circumstances is the $56 million termination fee payable?
The filing states that Veritex will pay a $56 million termination fee upon termination of the Merger Agreement under certain circumstances, without specifying those circumstances in this filing.
Is the merger intended to be tax-free?
Completion of the merger is conditioned on each party receiving an opinion from counsel that the merger will qualify as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended.
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