What did Huntington acquire and when did the deal close?

Huntington completed its acquisition of Veritex Holdings, Inc., a Texas corporation and bank holding company headquartered in Dallas, effective October 20, 2025. The deal was made under a merger agreement dated July 13, 2025.

What were the terms paid to Veritex shareholders?

Each share of Veritex common stock was converted into the right to receive 1.95 shares of Huntington common stock. Holders entitled to fractional shares receive cash in lieu of those fractions, without interest.

How were Veritex equity awards treated?

In-the-money stock options were cancelled in exchange for cash equal to the merger consideration value less the exercise price. Out-of-the-money options were cancelled for no consideration. Restricted stock units were converted into Huntington shares based on the exchange ratio, with performance conditions deemed achieved at the target level.

How large is the combined company?

Based on September 30, 2025 balances, the combined company has approximately $223 billion in assets, $176 billion in deposits and $148 billion in loans, according to the press release.

What happens to Veritex customers and branches?

Both Huntington and Veritex customers continue to bank at their existing branches as normal. Veritex customer accounts will be converted to Huntington's systems in the first quarter of 2026, and Huntington plans to maintain Veritex's branch network and invest to grow it.

Huntington Bancshares 8-K: Earnings & Results

01—Abstract

Summary

Summary of the 8-K filed October 20, 2025. Cited figures are marked; the original filing is the authoritative source.

On October 20, 2025, Huntington Bancshares Incorporated (HBAN) completed its previously announced acquisition of Veritex Holdings, Inc., a Texas corporation, under the Agreement and Plan of Merger dated July 13, 2025.

Veritex merged into Huntington, with Huntington as the surviving corporation, and Veritex Community Bank merged into The Huntington National Bank, which continues as the surviving bank. Each Veritex common share was converted into the right to receive 1.95 shares of Huntington common stock, with cash paid in lieu of fractional shares. Under the merger terms, Veritex stock options were cashed out if in the money and cancelled for no consideration if not, and outstanding Veritex restricted stock unit awards converted into Huntington shares based on the exchange ratio, with performance conditions deemed achieved at target.

The accompanying press release, filed as Exhibit 99.1, states that the combined company has approximately $223 billion^a in assets, $176 billion in deposits and $148 billion in loans based on September 30, 2025 balances. The press release describes the deal as expanding Huntington's presence in Dallas-Fort Worth and Houston.

Veritex's 31 Texas branches bring Huntington's network to more than 1,000 branches, and Huntington plans to maintain and grow that branch network. Veritex customer accounts are scheduled to convert to Huntington's systems in the first quarter of 2026.

02—Key points

Key Highlights

Closed the acquisition of Veritex Holdings, Inc. effective October 20, 2025, with Veritex merging into Huntington and Veritex Community Bank merging into The Huntington National Bank.
Each Veritex common share converted into the right to receive 1.95 shares of Huntington common stock, with cash in lieu of fractional shares.
Veritex stock options were cashed out if in the money and cancelled for no consideration if not; restricted stock units converted into Huntington shares with performance conditions deemed achieved at target.
Combined company reports approximately $223 billion in assets, $176 billion in deposits and $148 billion in loans based on September 30, 2025 balances.
Veritex's 31 Texas branches expand Huntington's network to more than 1,000 branches, adding presence in Dallas-Fort Worth and Houston.
C. Malcolm Holland III, Veritex's president and CEO, joins Huntington in a non-executive role as Chairman of Texas.
Veritex customer accounts will convert to Huntington's systems in the first quarter of 2026; existing branches continue normal banking in the interim.

03—Questions

Frequently Asked Questions

What did Huntington acquire and when did the deal close?
Huntington completed its acquisition of Veritex Holdings, Inc., a Texas corporation and bank holding company headquartered in Dallas, effective October 20, 2025. The deal was made under a merger agreement dated July 13, 2025.
What were the terms paid to Veritex shareholders?
Each share of Veritex common stock was converted into the right to receive 1.95 shares of Huntington common stock. Holders entitled to fractional shares receive cash in lieu of those fractions, without interest.
How were Veritex equity awards treated?
In-the-money stock options were cancelled in exchange for cash equal to the merger consideration value less the exercise price. Out-of-the-money options were cancelled for no consideration. Restricted stock units were converted into Huntington shares based on the exchange ratio, with performance conditions deemed achieved at the target level.
How large is the combined company?
Based on September 30, 2025 balances, the combined company has approximately $223 billion in assets, $176 billion in deposits and $148 billion in loans, according to the press release.
What happens to Veritex customers and branches?
Both Huntington and Veritex customers continue to bank at their existing branches as normal. Veritex customer accounts will be converted to Huntington's systems in the first quarter of 2026, and Huntington plans to maintain Veritex's branch network and invest to grow it.

04—Continue

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