Core Viewpoint - Huntington Bancshares and Veritex Holdings have received all necessary regulatory approvals for their merger, with the transaction expected to be completed on October 20, 2025 [1] Company Summary - The merger involves Veritex being merged into Huntington, which will continue as the surviving corporation [1] - Veritex Community Bank will merge into The Huntington National Bank as part of the transaction [1] Regulatory Approval - The merger has been approved by the Board of Governors of the Federal Reserve System and the Office of the Comptroller of the Currency [1] - All required regulatory approvals have been obtained, indicating a significant step towards finalizing the merger [1]

For release at 11:45 a.m. EDTThe Federal Reserve Board on Friday announced its approval of the application by Huntington Bancshares Incorporated, of Columbus, Ohio, to acquire Veritex Holdings, Inc., and thereby indirectly acquire Veritex Community Bank, both of Dallas, Texas. For media inquiries, please email [email protected] or call 202-452-2955. ...

Core Viewpoint - The proposed sale of Veritex Holdings, Inc. to Huntington Bancshares Incorporated is under investigation to assess whether the transaction adequately values Veritex and the process leading to this valuation [1]. Group 1 - Veritex shareholders will receive 1.95 shares of Huntington for each share of Veritex they own as part of the proposed transaction [1]. - Kahn Swick & Foti, LLC is investigating the adequacy of the consideration offered to Veritex shareholders [1].

Company Overview - Veritex Holdings (VBTX) is based in Dallas and operates in the Finance sector, with a year-to-date share price change of 13.51% [3] - The company currently pays a dividend of $0.22 per share, resulting in a dividend yield of 2.85%, which is higher than the Banks - Southeast industry's yield of 2.38% and the S&P 500's yield of 1.51% [3] Dividend Performance - The current annualized dividend of Veritex Holdings is $0.88, reflecting a 10% increase from the previous year [4] - Over the past five years, the company has increased its dividend two times on a year-over-year basis, with an average annual increase of 3.74% [4] - The current payout ratio is 39%, indicating that the company paid out 39% of its trailing 12-month earnings per share as dividends [4] Earnings Growth - The Zacks Consensus Estimate for Veritex Holdings' earnings per share for 2025 is $2.23, representing a year-over-year growth rate of 2.76% [5] - The company is positioned as a strong dividend play, appealing to income investors seeking consistent cash flow [6] Investment Considerations - Veritex Holdings is considered a compelling investment opportunity due to its strong dividend performance and solid earnings growth prospects [6] - The stock currently holds a Zacks Rank of 3 (Hold), indicating a stable outlook [6]

[PART I — FINANCIAL INFORMATION](index=3&type=section&id=PART%20I%20%E2%80%94%20FINANCIAL%20INFORMATION) [Glossary of Acronyms, Abbreviations, and Terms](index=3&type=section&id=Glossary%20of%20Acronyms%2C%20Abbreviations%2C%20and%20Terms) This section defines key financial and regulatory acronyms, abbreviations, and terms for clarity - The glossary defines key financial and regulatory terms such as **ACL** (Allowance for Credit Loss), **AFS** (Available-For-Sale), **HTM** (Held-To-Maturity), **CET1** (Common Equity Tier 1), **CRE** (Commercial Real Estate), **EPS** (Earnings Per Share), and **RWA** (Risk-Weighted Assets)[7](index=7&type=chunk) [Item 1. Financial Statements – Unaudited](index=4&type=section&id=Item%201.%20Financial%20Statements%20%E2%80%93%20Unaudited) This section presents the unaudited consolidated financial statements for the period ended June 30, 2025 [Consolidated Balance Sheets](index=4&type=section&id=Consolidated%20Balance%20Sheets) The balance sheets show a slight decrease in total assets and deposits, while stockholders' equity increased Consolidated Balance Sheet Highlights (Dollars in thousands) | Item | June 30, 2025 | December 31, 2024 | Change ($) | Change (%) | |:---|:---|:---|:---|:---| | Total assets | $12,527,868 | $12,768,341 | $(240,473) | -1.88% | | Total cash and cash equivalents | $770,565 | $855,200 | $(84,635) | -9.89% | | Total investments | $1,492,790 | $1,548,176 | $(55,386) | -3.58% | | Total LHI, net | $9,340,778 | $9,392,799 | $(52,021) | -0.55% | | Total deposits | $10,417,920 | $10,752,592 | $(334,672) | -3.11% | | Total liabilities | $10,878,649 | $11,167,272 | $(288,623) | -2.58% | | Total stockholders' equity | $1,649,219 | $1,601,069 | $48,150 | 3.01% | [Consolidated Statements of Income](index=5&type=section&id=Consolidated%20Statements%20of%20Income) Net income increased for the three and six-month periods due to higher net interest and noninterest income Consolidated Statements of Income Highlights (Dollars in thousands, except per share amounts) | Item | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Change ($) | Change (%) | |:---|:---|:---|:---|:---| | Total interest and dividend income | $175,123 | $191,247 | $(16,124) | -8.43% | | Total interest expense | $78,788 | $95,011 | $(16,223) | -17.07% | | NET INTEREST INCOME | $96,335 | $96,236 | $99 | 0.10% | | Provision for credit losses on loans | $1,750 | $8,250 | $(6,500) | -78.79% | | Total noninterest income | $13,499 | $10,578 | $2,921 | 27.61% | | Total noninterest expense | $67,162 | $63,141 | $4,021 | 6.37% | | NET INCOME | $30,906 | $27,202 | $3,704 | 13.62% | | Basic EPS | $0.57 | $0.50 | $0.07 | 14.00% | | Diluted EPS | $0.56 | $0.50 | $0.06 | 12.00% | | Item | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | Change ($) | Change (%) | |:---|:---|:---|:---|:---| | Total interest and dividend income | $348,848 | $375,834 | $(26,986) | -7.18% | | Total interest expense | $157,072 | $186,792 | $(29,720) | -15.91% | | NET INTEREST INCOME | $191,776 | $189,042 | $2,734 | 1.45% | | Provision for credit losses on loans | $5,750 | $15,750 | $(10,000) | -63.49% | | Total noninterest income | $27,788 | $17,240 | $10,548 | 61.18% | | Total noninterest expense | $133,996 | $125,257 | $8,739 | 6.98% | | NET INCOME | $59,976 | $51,358 | $8,618 | 16.78% | | Basic EPS | $1.10 | $0.94 | $0.16 | 17.02% | | Diluted EPS | $1.09 | $0.94 | $0.15 | 15.96% | [Consolidated Statements of Comprehensive Income](index=6&type=section&id=Consolidated%20Statements%20of%20Comprehensive%20Income) Comprehensive income rose significantly due to net income growth and positive other comprehensive income Consolidated Statements of Comprehensive Income Highlights (Dollars in thousands) | Item | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Change ($) | Change (%) | |:---|:---|:---|:---|:---| | NET INCOME | $30,906 | $27,202 | $3,704 | 13.62% | | Net unrealized (losses) gains on debt securities AFS | $(1,955) | $(4,762) | $2,807 | -58.95% | | Net unrealized gains (losses) on derivative instruments | $6,565 | $(2,228) | $8,793 | -394.66% | | Other comprehensive income (loss), net of tax | $3,642 | $(5,556) | $9,198 | -165.55% | | COMPREHENSIVE INCOME | $34,548 | $21,646 | $12,902 | 59.61% | | Item | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | Change ($) | Change (%) | |:---|:---|:---|:---|:---| | NET INCOME | $59,976 | $51,358 | $8,618 | 16.78% | | Net unrealized (losses) gains on debt securities AFS | $20,324 | $(5,954) | $26,278 | -441.35% | | Net unrealized gains (losses) on derivative instruments | $13,281 | $(10,723) | $24,004 | -223.85% | | Other comprehensive income (loss), net of tax | $26,548 | $(13,250) | $39,798 | -300.36% | | COMPREHENSIVE INCOME | $86,524 | $38,108 | $48,416 | 127.05% | [Consolidated Statements of Changes in Stockholders' Equity](index=7&type=section&id=Consolidated%20Statements%20of%20Changes%20in%20Stockholders'%20Equity) Total stockholders' equity increased due to net income and other comprehensive income Changes in Stockholders' Equity (Six Months Ended June 30, 2025 vs. December 31, 2024) (Dollars in thousands) | Item | Balance at Dec 31, 2024 | Net Income | Dividends Paid | Stock Buyback | Other Comprehensive Income, net of tax | Balance at Jun 30, 2025 | |:---|:---|:---|:---|:---|:---|:---| | Total Stockholders' Equity | $1,601,069 | $59,976 | $(22,864) | $(16,569) | $26,548 | $1,649,219 | Changes in Stockholders' Equity (Six Months Ended June 30, 2024 vs. December 31, 2023) (Dollars in thousands) | Item | Balance at Dec 31, 2023 | Net Income | Dividends Paid | Stock Buyback | Other Comprehensive Loss, net of tax | Balance at Jun 30, 2024 | |:---|:---|:---|:---|:---|:---|:---| | Total Stockholders' Equity | $1,531,323 | $51,358 | $(21,799) | $(3,497) | $(13,250) | $1,548,616 | [Consolidated Statements of Cash Flows](index=9&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows) A net decrease in cash resulted from financing activities, partially offset by cash from investing activities Consolidated Statements of Cash Flows Highlights (Six Months Ended June 30) (Dollars in thousands) | Cash Flow Activity | 2025 | 2024 | |:---|:---|:---| | Net cash provided by operating activities | $70,972 | $85,560 | | Net cash provided by (used in) investing activities | $126,382 | $(324,751) | | Net cash (used in) provided by financing activities | $(281,989) | $261,965 | | Net change in cash and cash equivalents | $(84,635) | $22,774 | | Cash and cash equivalents at end of period | $770,565 | $651,837 | [Notes to Consolidated Financial Statements](index=10&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) This section provides detailed notes on accounting policies, securities, loans, capital, and a subsequent merger event [1. Operations and Summary of Significant Accounting Policies](index=11&type=section&id=1.%20Operations%20and%20Summary%20of%20Significant%20Accounting%20Policies) This note outlines the Company's banking operations and the basis of presentation for its interim financial statements - Veritex Holdings, Inc. operates 19 branches in the DFW metroplex and 12 branches in the Houston metropolitan area, offering a full range of banking services[25](index=25&type=chunk) - The financial statements are unaudited and prepared in accordance with GAAP for interim financial information, with intercompany transactions eliminated in consolidation[27](index=27&type=chunk) - The Company operates as a single reportable segment, community banking, with all significant operating decisions based on the consolidated results of the Bank[32](index=32&type=chunk)[33](index=33&type=chunk)[34](index=34&type=chunk) EPS Reconciliation (Three and Six Months Ended June 30) (In thousands, except per share amounts) | Item | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | |:---|:---|:---|:---|:---| | Net income | $30,906 | $27,202 | $59,976 | $51,358 | | Weighted average shares outstanding for basic EPS | 54,251 | 54,457 | 54,368 | 54,451 | | Dilutive effect of employee stock-based awards | 515 | 366 | 576 | 381 | | Adjusted weighted average shares outstanding | $54,766 | $54,823 | $54,944 | $54,832 | | Basic EPS | $0.57 | $0.50 | $1.10 | $0.94 | | Diluted EPS | $0.56 | $0.50 | $1.09 | $0.94 | [2. Supplemental Statement of Cash Flows](index=13&type=section&id=2.%20Supplemental%20Statement%20of%20Cash%20Flows) This note details supplemental cash flow information, including cash paid for interest and taxes and noncash transactions Supplemental Cash Flow Information (Six Months Ended June 30) (Dollars in thousands) | Item | 2025 | 2024 | |:---|:---|:---| | Cash paid for interest | $176,065 | $194,144 | | Cash paid for income taxes | $20,879 | $1,826 | | Right-of-use assets obtained in exchange for lease liabilities | $774 | $1,087 | | Transfer of loans to other real estate | $3,330 | $26,650 | [3. Share Transactions](index=13&type=section&id=3.%20Share%20Transactions) This note details the Company's stock buyback program, which was extended through March 31, 2026 - The Board authorized the extension of the Stock Buyback Program through March 31, 2026, allowing for purchases up to **$50,000 in aggregate**[38](index=38&type=chunk) Stock Buyback Program (Three and Six Months Ended June 30) | Item | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | |:---|:---|:---|:---|:---| | Numbers of shares repurchased | 286,291 | 175,688 | 663,637 | 175,688 | | Weighted average price per share | $24.06 | $19.90 | $24.72 | $19.90 | [4. Securities](index=14&type=section&id=4.%20Securities) This note provides a breakdown of the Company's equity and debt securities, including fair values and unrealized losses - As of June 30, 2025, 127 AFS debt securities were in an unrealized loss position totaling **$61.6 million**, and 55 HTM securities were in an unrealized loss position totaling **$24.2 million**; Management believes these unrealized losses are due to noncredit-related factors and no ACL has been recognized[48](index=48&type=chunk) Equity Securities with Readily Determinable Fair Value (Dollars in thousands) | Date | Fair Value | |:---|:---| | June 30, 2025 | $9,980 | | December 31, 2024 | $9,781 | Debt Securities AFS and HTM (June 30, 2025) (Dollars in thousands) | Category | Amortized Cost | Gross Unrealized Gains | Gross Unrealized Losses | Fair Value | |:---|:---|:---|:---|:---| | AFS | $1,295,684 | $8,230 | $61,629 | $1,242,285 | | HTM | $176,519 | $0 | $24,200 | $152,319 | Debt Securities AFS and HTM (December 31, 2024) (Dollars in thousands) | Category | Amortized Cost | Gross Unrealized Gains | Gross Unrealized Losses | Fair Value | |:---|:---|:---|:---|:---| | AFS | $1,368,669 | $6,474 | $80,631 | $1,294,512 | | HTM | $184,026 | $0 | $23,466 | $160,560 | [5. LHI and ACL](index=18&type=section&id=5.%20LHI%20and%20ACL) This note details the loan portfolio, allowance for credit losses, and credit quality indicators - The Company modified **$34.7 million** in payment deferrals and **$26.5 million** in combination concessions for borrowers experiencing financial difficulty during the six months ended June 30, 2025[63](index=63&type=chunk) LHI, carried at amortized cost (Dollars in thousands) | Loan Type | June 30, 2025 | December 31, 2024 | |:---|:---|:---| | Construction and land | $1,142,457 | $1,303,711 | | 1 - 4 family residential | $1,086,342 | $957,341 | | Multi-family residential | $718,946 | $750,218 | | OOCRE | $800,881 | $780,003 | | NOOCRE | $2,311,466 | $2,382,499 | | Commercial | $2,692,209 | $2,693,538 | | MW | $669,052 | $605,411 | | Total LHI, gross | $9,461,738 | $9,513,526 | | Less: ACL | $(112,262) | $(111,745) | | Total LHI, net | $9,340,778 | $9,392,799 | ACL Activity (Three Months Ended June 30, 2025) (Dollars in thousands) | Loan Type | Balance at beginning of period | Credit loss expense (non-PCD) | Credit loss expense (PCD) | Charge-offs | Recoveries | Ending Balance | |:---|:---|:---|:---|:---|:---|:---| | Construction and Land | $19,419 | $962 | $0 | $0 | $0 | $20,381 | | Residential | $16,823 | $1,664 | $65 | $0 | $1 | $18,553 | | NOOCRE | $35,491 | $(497) | $0 | $(215) | $0 | $34,779 | | Commercial | $16,728 | $1,653 | $0 | $(1,571) | $131 | $16,941 | | Total | $111,773 | $1,528 | $222 | $(1,841) | $580 | $112,262 | Nonaccrual Loans (Dollars in thousands) | Loan Type | June 30, 2025 | December 31, 2024 | |:---|:---|:---| | Construction and land | $6,120 | $6,373 | | NOOCRE | $27,486 | $10,967 | | Commercial | $17,550 | $24,680 | | Total Nonaccrual | $61,338 | $52,521 | [6. Borrowings](index=29&type=section&id=6.%20Borrowings) This note details borrowings from the FHLB and subordinated debt, including a recent redemption of subordinated notes - Advances from FHLB totaled **$169.0 million** at June 30, 2025, with a weighted average rate of 4.75% and a maturity date of July 1, 2025; There were no outstanding FHLB advances as of December 31, 2024[83](index=83&type=chunk) - The Company redeemed **$75.0 million** of its 4.75% fixed-to-floating subordinated notes in the first quarter of 2025[84](index=84&type=chunk) Subordinated Debentures and Notes (Dollars in thousands) | Item | June 30, 2025 | December 31, 2024 | |:---|:---|:---| | Subordinated notes, net | $124,843 | $199,607 | | Subordinated debentures, net | $31,239 | $31,129 | | Total | $156,082 | $230,736 | [7. Fair Value](index=30&type=section&id=7.%20Fair%20Value) This note summarizes assets and liabilities measured at fair value, categorized by the fair value hierarchy Assets Measured at Fair Value on a Recurring Basis (June 30, 2025) (Dollars in thousands) | Financial Assets | Level 1 Inputs | Level 2 Inputs | Level 3 Inputs | Total Fair Value | |:---|:---|:---|:---|:---| | AFS debt securities | $0 | $1,242,285 | $0 | $1,242,285 | | Equity securities with a readily determinable fair value | $9,980 | $0 | $0 | $9,980 | | LHFS | $0 | $68,798 | $0 | $68,798 | | Interest rate derivatives designated as hedging instruments | $0 | $9,735 | $0 | $9,735 | Assets Measured at Fair Value on a Non-Recurring Basis (Dollars in thousands) | Assets | June 30, 2025 (Level 3 Inputs) | December 31, 2024 (Level 3 Inputs) | |:---|:---|:---| | Collateral dependent loans with an ACL | $1,531 | $4,182 | | Servicing assets with a valuation allowance | $3,675 | $3,356 | | OREO | $9,218 | $24,737 | [8. Derivative Financial Instruments](index=33&type=section&id=8.%20Derivative%20Financial%20Instruments) This note describes the use of derivatives to manage interest rate risk, categorized as hedging or non-designated instruments - The Company uses interest rate swaps, floors, caps, and collars as cash flow hedges to mitigate exposure to future cash flow variability from interest rate risk, with changes in fair value recorded in AOCI[98](index=98&type=chunk) - Non-designated derivatives, primarily customer-related interest rate agreements, are offset with correspondent bank counterparties, and changes in their net fair value are recognized in noninterest income, with minimal impact on operations[99](index=99&type=chunk) Notional Amounts and Estimated Fair Values of Derivatives (June 30, 2025) (Dollars in thousands) | Derivative Type | Notional Amount | Asset Derivative | Liability Derivative | |:---|:---|:---|:---| | Designated as hedging instruments | $1,550,000 | $9,735 | $30,196 | | Not designated as hedging instruments | $1,810,116 | $19,658 | $19,462 | | Total Derivatives | $3,360,116 | $6,814 | $27,079 | [9. OBS Loan Commitments](index=36&type=section&id=9.%20OBS%20Loan%20Commitments) This note outlines off-balance sheet loan commitments and the allowance for unfunded commitment credit losses OBS Financial Instruments (Dollars in thousands) | Commitment Type | June 30, 2025 | December 31, 2024 | |:---|:---|:---| | Commitments to extend credit | $3,677,573 | $3,115,682 | | MW commitments | $650,948 | $562,589 | | Standby and commercial letters of credit | $112,686 | $111,930 | | Total | $4,441,207 | $3,790,201 | ACL on Unfunded Commitments (Dollars in thousands) | Item | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | |:---|:---|:---|:---|:---| | Beginning balance | $7,403 | $6,504 | $6,103 | $8,045 | | Provision (benefit) for credit losses | $1,500 | $0 | $2,800 | $(1,541) | | Ending balance | $8,903 | $6,504 | $8,903 | $6,504 | [10. Income Taxes](index=37&type=section&id=10.%20Income%20Taxes) This note presents the income tax expense and effective tax rates for the reported periods - The effective income tax rates differ from the **21% U.S. statutory federal income tax rate** primarily due to tax-exempt income from investment securities and bank-owned life insurance, as well as nondeductible compensation and state income taxes[110](index=110&type=chunk) Income Tax Expense and Effective Tax Rate (Dollars in thousands) | Item | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | |:---|:---|:---|:---|:---| | Income tax expense | $8,516 | $8,221 | $17,042 | $15,458 | | Effective tax rate | 21.6% | 23.2% | 22.1% | 23.1% | [11. Legal Contingencies](index=37&type=section&id=11.%20Legal%20Contingencies) This note states that current legal actions are not expected to have a material adverse effect on the Company - Management believes that the likelihood is remote that any adverse outcome from legal proceedings would have a material effect on the Company's financial position, liquidity, or results of operations[111](index=111&type=chunk) [12. Capital Requirements and Restrictions on Retained Earnings](index=38&type=section&id=12.%20Capital%20Requirements%20and%20Restrictions%20on%20Retained%20Earnings) This note details compliance with regulatory capital requirements, confirming the Company is 'well capitalized' - As of June 30, 2025 and December 31, 2024, the Company and the Bank's capital ratios exceeded the levels necessary to be categorized as **'well capitalized'** under PCA regulations[115](index=115&type=chunk) - The Bank had a capital conservation buffer of **4.84%** as of June 30, 2025, exceeding the 2.5% limitation on dividend payouts[119](index=119&type=chunk) Capital Ratios (June 30, 2025) (Dollars in thousands) | Capital Ratio | Company Actual Amount | Company Actual Ratio | Bank Actual Amount | Bank Actual Ratio | Required for Capital Adequacy | To Be Well Capitalized | |:---|:---|:---|:---|:---|:---|:---| | Total capital (to RWA) | $1,539,632 | 13.46% | $1,462,950 | 12.84% | 8.0% | 10.0% | | Tier 1 capital (to RWA) | $1,294,270 | 11.31% | $1,342,431 | 11.78% | 6.0% | 8.0% | | CET1 (to RWA) | $1,264,049 | 11.05% | $1,342,431 | 11.78% | 4.5% | 6.5% | | Tier 1 leverage ratio | $1,294,270 | 10.73% | $1,342,431 | 11.17% | 4.0% | 5.0% | [13. Subsequent Event](index=40&type=section&id=13.%20Subsequent%20Event) This note discloses a definitive merger agreement with Huntington Bancshares Incorporated signed on July 13, 2025 - Veritex Holdings, Inc. and Huntington Bancshares Incorporated signed a definitive merger agreement on **July 13, 2025**[120](index=120&type=chunk) - Veritex shareholders will receive **1.95 shares** of Huntington's common stock for each share of Company common stock[121](index=121&type=chunk) - The merger is anticipated to close in the **fourth quarter of 2025**, subject to regulatory and stockholder approvals[122](index=122&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=40&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides management's perspective on financial condition, operating results, and recent developments - The Company's primary markets are the DFW metroplex and Houston metropolitan area, generating revenue mainly from interest income on loans, customer service, loan fees, and gains on government-guaranteed loans[126](index=126&type=chunk)[127](index=127&type=chunk) - A definitive merger agreement with Huntington Bancshares Incorporated was signed on July 13, 2025, with Veritex shareholders to receive **1.95 shares** of Huntington's common stock per share[129](index=129&type=chunk) [Results of Operations](index=42&type=section&id=Results%20of%20Operations) This section analyzes financial performance, comparing recent quarters and six-month periods [Results of Operations for the Three Months Ended June 30, 2025 and March 31, 2025](index=42&type=section&id=Results%20of%20Operations%20for%20the%20Three%20Months%20Ended%20June%2030%2C%202025%20and%20March%2031%2C%202025) Net income increased by $1.8 million sequentially, driven by higher net interest income and lower credit loss provisions - Net interest margin increased by **2 basis points to 3.33%**, primarily due to decreased funding costs on certificates of deposits and subordinated debt, and a shift from lower-yielding to higher-yielding assets, partially offset by higher deposit funding costs[135](index=135&type=chunk) - Net charge-offs decreased by **$2.7 million to $1.3 million**, mainly due to lower net charge-offs of NOOCRE loans[143](index=143&type=chunk) Key Financial Highlights (Three Months Ended June 30, 2025 vs. March 31, 2025) (Dollars in thousands, except per share amounts) | Item | June 30, 2025 | March 31, 2025 | Change ($) | Change (%) | |:---|:---|:---|:---|:---| | Net income | $30,906 | $29,100 | $1,806 | 6.21% | | Basic EPS | $0.57 | $0.53 | $0.04 | 7.55% | | Diluted EPS | $0.56 | $0.53 | $0.03 | 5.66% | | Net interest income | $96,335 | $95,441 | $894 | 0.94% | | Net interest margin | 3.33% | 3.31% | 0.02% | 0.60% | | Provision for credit losses on loans | $1,750 | $4,000 | $(2,250) | -56.25% | | Total noninterest income | $13,499 | $14,289 | $(790) | -5.53% | | Total noninterest expense | $67,162 | $66,834 | $328 | 0.49% | | Income tax expense | $8,516 | $8,526 | $(10) | -0.12% | [Results of Operations for the Six Months Ended June 30, 2025 and June 30, 2024](index=49&type=section&id=Results%20of%20Operations%20for%20the%20Six%20Months%20Ended%20June%2030%2C%202025%20and%20June%2030%2C%202024) Net income increased by $8.6 million year-over-year, driven by higher noninterest income and lower credit loss provisions - Noninterest income increased significantly by **$10.5 million (61.2%)**, primarily due to the absence of a $6.3 million loss on sales of debt securities recorded in 2024, higher service charges on deposit accounts, increased government-guaranteed loan income, and higher customer swap income[166](index=166&type=chunk)[167](index=167&type=chunk)[168](index=168&type=chunk)[169](index=169&type=chunk) - Salaries and employee benefits increased by **$5.4 million (8.2%)**, mainly due to higher salaries, incentive accruals, and payroll taxes, driven by increased headcount, partially offset by lower stock grant expense[171](index=171&type=chunk) Key Financial Highlights (Six Months Ended June 30, 2025 vs. 2024) (Dollars in thousands, except per share amounts) | Item | June 30, 2025 | June 30, 2024 | Change ($) | Change (%) | |:---|:---|:---|:---|:---| | Net income | $59,976 | $51,358 | $8,618 | 16.78% | | Basic EPS | $1.10 | $0.94 | $0.16 | 17.02% | | Diluted EPS | $1.09 | $0.94 | $0.15 | 15.96% | | Net interest income | $191,776 | $189,042 | $2,734 | 1.45% | | Net interest margin | 3.32% | 3.27% | 0.05% | 1.53% | | Provision for credit losses on loans | $5,750 | $15,750 | $(10,000) | -63.49% | | Total noninterest income | $27,788 | $17,240 | $10,548 | 61.18% | | Total noninterest expense | $133,996 | $125,257 | $8,739 | 6.98% | | Income tax expense | $17,042 | $15,458 | $1,584 | 10.25% | [Financial Condition](index=54&type=section&id=Financial%20Condition) This section details the Company's financial position, loan portfolio, credit quality, and changes in deposits - Total assets decreased by **$240.5 million (1.9%) to $12.53 billion** as of June 30, 2025, from $12.77 billion at December 31, 2024, primarily due to declines in cash balances, securities, and loan portfolios[178](index=178&type=chunk) - The increase in nonperforming loans was primarily due to two NOOCRE relationships totaling **$18.5 million** being added to nonaccrual status[186](index=186&type=chunk) - Total deposits decreased by **$334.7 million (3.1%) to $10.42 billion** as of June 30, 2025, from $10.75 billion at December 31, 2024, with decreases across all deposit categories[202](index=202&type=chunk) Loan Portfolio by Type (Dollars in thousands) | Loan Type | June 30, 2025 | % of Total | December 31, 2024 | % of Total | Change ($) | % Change | |:---|:---|:---|:---|:---|:---|:---| | Commercial | $2,692,209 | 28.4% | $2,693,538 | 28.3% | $(1,329) | 0.0% | | MW | $669,052 | 7.1% | $605,411 | 6.4% | $63,641 | 10.5% | | OOCRE | $800,881 | 8.5% | $780,003 | 8.2% | $20,878 | 2.7% | | NOOCRE | $2,311,466 | 24.4% | $2,382,499 | 25.0% | $(71,033) | -3.0% | | Construction and land | $1,142,457 | 12.1% | $1,303,711 | 13.7% | $(161,254) | -12.4% | | 1-4 family residential | $1,086,342 | 11.5% | $957,341 | 10.1% | $129,001 | 13.5% | | Total LHI, gross | $9,461,738 | 100.0% | $9,513,526 | 100.0% | $(51,788) | -0.5% | Nonperforming Assets (Dollars in thousands) | Item | June 30, 2025 | December 31, 2024 | Change ($) | Change (%) | |:---|:---|:---|:---|:---| | Total nonperforming loans | $65,979 | $54,435 | $11,544 | 21.21% | | OREO | $9,218 | $24,737 | $(15,519) | -62.74% | | Total nonperforming assets | $75,197 | $79,172 | $(3,975) | -5.02% | | Nonperforming assets to total assets | 0.60% | 0.62% | -0.02% | -3.23% | | Nonperforming loans to total LHI | 0.70% | 0.57% | 0.13% | 22.81% | [Liquidity and Capital Resources](index=61&type=section&id=Liquidity%20and%20Capital%20Resources) This section discusses liquidity management, capital resources, and compliance with regulatory capital requirements - Liquidity needs are primarily met by core deposits, wholesale borrowings, and security and loan amortization and maturities[206](index=206&type=chunk) - The Company had a total remaining borrowing capacity of **$2.18 billion** with FHLB and **$2.99 billion** with FRB as of June 30, 2025[207](index=207&type=chunk)[208](index=208&type=chunk) - Total stockholders' equity increased by **$48.2 million (3.0%) to $1.65 billion** as of June 30, 2025, driven by net income and an increase in AOCI, partially offset by dividends and stock buybacks[218](index=218&type=chunk) - The Company and the Bank were in compliance with all applicable regulatory capital requirements and the Bank was classified as **'well capitalized'** as of June 30, 2025[219](index=219&type=chunk) Sources and Uses of Funds (Average as % of Total Assets) | Category | Six Months Ended June 30, 2025 | Year Ended December 31, 2024 | |:---|:---|:---| | **Sources of Funds:** ||| | Noninterest-bearing deposits | 18.4% | 19.0% | | Interest-bearing deposits | 43.9% | 37.4% | | Certificates and other time deposits | 21.9% | 27.5% | | **Uses of Funds:** ||| | Loans | 74.1% | 75.2% | | Debt Securities | 11.7% | 10.9% | | Interest-bearing deposits in other banks | 6.2% | 0.6% | [Critical Accounting Policies](index=64&type=section&id=Critical%20Accounting%20Policies) This section identifies the Allowance for Credit Losses and goodwill as critical accounting policies involving significant judgment - The critical accounting policies are the **Allowance for Credit Losses (ACL)** and **goodwill**, which require a high degree of judgment and estimation[221](index=221&type=chunk) - No changes have occurred in these critical accounting policies since December 31, 2024[221](index=221&type=chunk) [Cautionary Notice Regarding Forward-Looking Statements](index=64&type=section&id=Cautionary%20Notice%20Regarding%20Forward-Looking%20Statements) This section provides a cautionary notice regarding forward-looking statements and associated risks and uncertainties - Forward-looking statements are subject to known and unknown risks, uncertainties, and other factors that may cause actual results to differ materially from projections[222](index=222&type=chunk) - Key risks include those related to the proposed merger with Huntington (e.g., integration difficulties, regulatory approvals, termination risks), concentration of business in Texas, uncertain market conditions, changes in interest rates, and regulatory requirements[222](index=222&type=chunk)[223](index=223&type=chunk) [Item 3. Quantitative and Qualitative Disclosures about Market Risk](index=66&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) This section discusses the Company's primary market risk from interest rate volatility and its management strategies - The Company's primary market risk is interest rate volatility, managed by the Asset-Liability Committee to minimize risk while maximizing income[225](index=225&type=chunk)[228](index=228&type=chunk) - An interest rate risk simulation model and shock analysis are used to test sensitivity, with internal policy limiting net income at risk to a **5.0% decline** for a 100 bps shift over a one-year period[229](index=229&type=chunk)[230](index=230&type=chunk) Simulated Change in Net Interest Income and Fair Value of Equity (June 30, 2025) | Change in Interest Rates (BPS) | Percent Change in Net Interest Income | Percent Change in Fair Value of Equity | |:---|:---|:---| | +300 | 8.41% | (12.10)% | | +200 | 6.06% | (7.51)% | | +100 | 3.29% | (3.41)% | | Base | — | — | | -100 | (2.78)% | 0.34% | | -200 | (5.52)% | (2.63)% | [Item 4. Controls and Procedures](index=67&type=section&id=Item%204.%20Controls%20and%20Procedures) This section confirms the effectiveness of disclosure controls and procedures as of June 30, 2025 - The Company's disclosure controls and procedures were evaluated and deemed **effective** as of June 30, 2025[232](index=232&type=chunk) - No significant changes in internal control over financial reporting occurred during the quarter ended June 30, 2025[233](index=233&type=chunk) [PART II — OTHER INFORMATION](index=66&type=section&id=PART%20II%20%E2%80%94%20OTHER%20INFORMATION) [Item 1. Legal Proceedings](index=66&type=section&id=Item%201.%20Legal%20Proceedings) This section states that current legal proceedings are not likely to have a material adverse effect on the Company - The Company is involved in legal actions arising from normal business activities, including allegations of banking regulation violations, competition law, labor laws, and consumer protection laws[234](index=234&type=chunk) - Management believes the likelihood is remote that any individual or aggregate legal proceeding would have a material adverse effect on the Company's financial position, liquidity, or results of operations[235](index=235&type=chunk) [Item 1A. Risk Factors](index=68&type=section&id=Item%201A.%20Risk%20Factors) This section updates risk factors, emphasizing new risks related to the pending merger with Huntington Bancshares - New risk factors primarily relate to the proposed merger with Huntington, including the possibility of integration being more difficult, costly, or time-consuming than expected[238](index=238&type=chunk) - Risks include potential loss of key employees, disruption of ongoing businesses, and adverse effects on client, customer, depositor, and employee relationships due to the integration process[239](index=239&type=chunk) - Termination of the merger agreement could negatively affect Veritex, potentially leading to adverse market reactions, loss of other beneficial opportunities, and a required termination fee of **$56 million** to Huntington under certain circumstances[240](index=240&type=chunk)[241](index=241&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=68&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) This section details the Company's stock buyback program and shares repurchased during the second quarter of 2025 - The Board extended the stock buyback program through March 31, 2026, authorizing purchases up to **$50.0 million** of outstanding common stock[247](index=247&type=chunk) Stock Buyback Activity (Three Months Ended June 30, 2025) | Period | Total number of shares purchased | Average price paid per share | Approximate dollar value of shares that may yet be purchased (in thousands) | |:---|:---|:---|:---| | April 1 - April 30, 2025 | 36,000 | $23.15 | $36,113 | | May 1 - May 31, 2025 | 169,597 | $24.18 | $32,012 | | June 1 - June 30, 2025 | 80,694 | $24.22 | $30,057 | | Quarterly totals | 286,291 | $24.06 | $30,057 | [Item 6. Exhibits](index=69&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed with the report, including the merger agreement and executive certifications - Key exhibits include the Agreement and Plan of Merger with Huntington Bancshares Incorporated (Exhibit 2.1), the 2025 Amended and Restated Omnibus Incentive Plan (Exhibit 10.1), and certifications from the Principal Executive Officer and Principal Financial Officer (Exhibits 31.1, 31.2, 32.1, 32.2)[249](index=249&type=chunk)

Core Viewpoint - Monteverde & Associates PC is investigating the sale of Veritex Holdings, Inc. to Huntington Bancshares Inc., questioning the fairness of the proposed transaction where Huntington will issue 1.95 shares for each outstanding share of Veritex [1]. Group 1: Company Overview - Monteverde & Associates PC is recognized as a Top 50 Firm in the 2024 ISS Securities Class Action Services Report and has recovered millions for shareholders [1]. - The firm is located in the Empire State Building, New York City, and specializes in class action securities litigation [2]. Group 2: Legal Action and Investigation - The firm is currently investigating the sale of Veritex Holdings, Inc. to Huntington Bancshares Inc. to determine if the deal is fair for shareholders [1]. - Shareholders of Veritex Holdings, Inc. are encouraged to reach out for additional information regarding their rights and the ongoing investigation [3].

[Report Overview & Key Highlights](index=1&type=section&id=Report%20Overview%20%26%20Key%20Highlights) [Q2 2025 Operating Highlights](index=1&type=section&id=Q2%202025%20Operating%20Highlights) Veritex Holdings, Inc. reported strong Q2 2025 operating results with increased net income and EPS, robust credit quality, strong capital, a $0.22 dividend, and announced a merger with Huntington Bancshares - Veritex Holdings, Inc. reported Q2 2025 operating results and declared a quarterly cash dividend of **$0.22 per share**[1](index=1&type=chunk)[2](index=2&type=chunk) Q2 2025 Financial Highlights (GAAP & Non-GAAP) | Metric | Q2 2025 | Q1 2025 | Q2 2024 | | :----------------------------------- | :------ | :------ | :------ | | **GAAP** | | | | | Net income (in thousands) | $30,906 | $29,070 | $27,202 | | Diluted EPS | 0.56 | 0.53 | 0.50 | | Book value per common share | 30.39 | 30.08 | 28.49 | | Return on average assets | 1.00 % | 0.94 % | 0.87 % | | Return on average equity | 7.56 % | 7.27 % | 7.10 % | | Net interest margin | 3.33 % | 3.31 % | 3.29 % | | Efficiency ratio | 61.15 % | 60.91 % | 59.11 % | | **Non-GAAP** | | | | | Operating earnings (in thousands) | $30,906 | $29,707 | $28,310 | | Diluted operating EPS | 0.56 | 0.54 | 0.52 | | Tangible book value per common share | 22.68 | 22.33 | 20.62 | - Credit quality remained strong with a nonperforming assets (NPAs) to total assets ratio of **0.60%** and annualized net charge-offs of **0.05%** for the quarter[4](index=4&type=chunk) - Allowance for Credit Losses (ACL) to total loans held-for-investment (excluding mortgage warehouse) remained relatively unchanged at **1.28%**[4](index=4&type=chunk) - Capital remains strong with a common equity Tier 1 capital ratio of **11.05%** as of June 30, 2025[4](index=4&type=chunk) - Book value per share increased **$0.31** to **$30.39** and tangible book value per share increased **$0.35** to **$22.68**[4](index=4&type=chunk) - Veritex repurchased **286,291 shares** of Company stock for **$7.1 million** during the second quarter[4](index=4&type=chunk) - On July 14, 2025, Veritex announced entry into a definitive agreement to merge with Huntington Bancshares Incorporated, expected to close in the fourth quarter of 2025[4](index=4&type=chunk) [Financial Performance Analysis](index=2&type=section&id=Financial%20Performance%20Analysis) [Results of Operations for the Three Months Ended June 30, 2025](index=2&type=section&id=Results%20of%20Operations%20for%20the%20Three%20Months%20Ended%20June%2030%2C%202025) For the three months ended June 30, 2025, Veritex Holdings, Inc. reported a slight increase in net interest income and margin, a decrease in noninterest income QoQ but an increase YoY, and a modest rise in noninterest expense [Net Interest Income](index=2&type=section&id=Net%20Interest%20Income) Net interest income increased by $0.9 million (0.9%) QoQ to $96.3 million, driven by loan interest income and lower funding costs, with net interest margin rising to 3.33% Net Interest Income & Margin Trends | Metric | Q2 2025 | Q1 2025 | Change (QoQ) | Q2 2024 | Change (YoY) | | :------------------------------------ | :------ | :------ | :----------- | :------ | :----------- | | Net interest income (in millions) | $96.3 | $95.4 | +$0.9 (+0.9%) | $96.2 | Unchanged | | Net interest margin (NIM) | 3.33% | 3.31% | +2 bps | 3.29% | +4 bps | - QoQ increase in net interest income was primarily due to a **$2.8 million** increase in interest income on loans and decreases in interest expense on certificates and other time deposits (**$1.7 million**) and subordinated debentures (**$768 thousand**), partially offset by a **$2.9 million** increase in interest expense on transaction and savings deposits[5](index=5&type=chunk) - YoY increase in NIM was primarily due to decreased funding costs on deposits, advances, and subordinated debt resulting from interest rate cuts, partially offset by the related declines in rates earned on interest-earnings assets, primarily loans[6](index=6&type=chunk) [Noninterest Income](index=2&type=section&id=Noninterest%20Income) Noninterest income decreased by $0.8 million (5.5%) QoQ to $13.5 million, primarily due to lower government guaranteed loan income, but increased by $2.9 million YoY Noninterest Income Trends | Metric | Q2 2025 | Q1 2025 | Change (QoQ) | Q2 2024 | Change (YoY) | | :-------------------- | :------ | :------ | :----------- | :------ | :----------- | | Noninterest income (in millions) | $13.5 | $14.3 | -$0.8 (-5.5%) | $10.6 | +$2.9 (+27.6%) | - QoQ decrease was primarily due to a **$1.6 million** decrease in government guaranteed loan income, partially offset by an **$850 thousand** increase in customer swap income[7](index=7&type=chunk) - YoY increase was primarily due to a **$1.2 million** increase in customer swap income, **$728 thousand** increase in service charges and fees on deposit accounts, **$528 thousand** increase in loan fees, and **$368 thousand** increase in government guaranteed loan income[8](index=8&type=chunk) [Noninterest Expense](index=2&type=section&id=Noninterest%20Expense) Noninterest expense slightly increased by $0.3 million (0.5%) QoQ to $67.2 million, driven by various increases partially offset by lower salaries and benefits Noninterest Expense Trends | Metric | Q2 2025 | Q1 2025 | Change (QoQ) | Q2 2024 | Change (YoY) | | :-------------------- | :------ | :------ | :----------- | :------ | :----------- | | Noninterest expense (in millions) | $67.2 | $66.8 | +$0.3 (+0.5%) | $63.1 | +$4.0 (+6.4%) | - QoQ increase was primarily due to increases in other noninterest expense (**$920 thousand**), professional and regulatory fees (**$627 thousand**), and marketing expenses (**$580 thousand**), largely offset by a **$1.7 million** decrease in salaries and employee benefits[9](index=9&type=chunk) - YoY increase was primarily due to a **$2.2 million** increase in salaries and employee benefits and a **$1.1 million** increase in other noninterest expense[10](index=10&type=chunk) [Income Tax](index=3&type=section&id=Income%20Tax) Income tax expense remained consistent at $8.5 million QoQ, with the effective tax rate decreasing to 21.6% from 22.7% Income Tax Trends | Metric | Q2 2025 | Q1 2025 | Change (QoQ) | Q2 2024 | Change (YoY) | | :-------------------- | :------ | :------ | :----------- | :------ | :----------- | | Income tax expense (in millions) | $8.5 | $8.5 | Consistent | $8.2 | +$0.3 (+3.6%) | | Effective tax rate | 21.6% | 22.7% | -1.1 pp | 23.2% | -1.6 pp | [Financial Condition](index=3&type=section&id=Financial%20Condition) Total loans held for investment (excluding MW) decreased by $44.7 million to $8.78 billion, and total deposits decreased by $247.2 million to $10.42 billion Key Financial Condition Metrics | Metric | Jun 30, 2025 | Mar 31, 2025 | Change (QoQ) | | :------------------------------------ | :----------- | :----------- | :----------- | | Total LHI (excluding MW) (in billions) | $8.78 | $8.83 | -$0.045 (-0.5%) | | Total deposits (in billions) | $10.42 | $10.66 | -$0.247 (-2.3%) | - The decrease in total deposits was primarily the result of decreases of **$185.4 million** in noninterest-bearing deposits and **$171.4 million** in interest-bearing transaction and savings deposits, partially offset by an increase of **$113.5 million** in certificates and other time deposits[14](index=14&type=chunk) [Credit Quality](index=3&type=section&id=Credit%20Quality) Credit quality remained strong, with NPAs decreasing to $75.2 million (0.60% of total assets) and annualized net charge-offs improving to 0.05% Credit Quality Metrics | Metric | Jun 30, 2025 | Mar 31, 2025 | Jun 30, 2024 | | :------------------------------------ | :----------- | :----------- | :----------- | | NPAs (in millions) | $75.2 | $96.9 | $83.0 | | NPAs to total assets | 0.60% | 0.77% | 0.65% | | Annualized net charge-offs to average loans outstanding | 0.05% | 0.17% | 0.28% | | ACL to LHI (excluding MW) | 1.28% | 1.27% | 1.23% | | Provision for credit losses on loans (in millions) | $1.8 | $4.0 | $8.3 | - The provision for credit losses for the three months ended June 30, 2025, was primarily attributable to changes in economic factors for the period[16](index=16&type=chunk) [Dividend Information](index=3&type=section&id=Dividend%20Information) Veritex's Board of Directors declared a quarterly cash dividend of $0.22 per share on its outstanding common stock, payable on August 21, 2025, to shareholders of record as of August 7, 2025 - Quarterly cash dividend declared: **$0.22 per share** of common stock[17](index=17&type=chunk) - The dividend will be paid on or after August 21, 2025, to stockholders of record as of the close of business on August 7, 2025[17](index=17&type=chunk) [Non-GAAP Financial Measures Reconciliation](index=3&type=section&id=Non-GAAP%20Financial%20Measures%20Reconciliation) [Non-GAAP Financial Measures_Overview](index=3&type=section&id=Non-GAAP%20Financial%20Measures_Overview) Management uses non-GAAP measures like tangible book value and operating earnings to evaluate performance, providing supplemental information reconciled to GAAP results - Non-GAAP financial measures are used by management to evaluate operating performance and provide supplemental information to investors, not as an alternative to GAAP results[18](index=18&type=chunk)[45](index=45&type=chunk) - Key non-GAAP measures include tangible book value per common share, operating earnings, tangible common equity to tangible assets, return on average tangible common equity, pre-tax, pre-provision operating earnings, diluted operating earnings per share, and operating efficiency ratio[18](index=18&type=chunk) [Tangible Book Value Per Common Share](index=15&type=section&id=Tangible%20Book%20Value%20Per%20Common%20Share) Tangible book value per common share, a non-GAAP measure excluding intangibles, increased to $22.68 at June 30, 2025, from $22.33 QoQ - Tangible book value per common share is a non-GAAP measure generally used by financial analysts and investment bankers to evaluate financial institutions, as it excludes goodwill and core deposit intangibles[47](index=47&type=chunk)[48](index=48&type=chunk) Tangible Book Value Per Common Share Reconciliation | Metric | Jun 30, 2025 | Mar 31, 2025 | Dec 31, 2024 | Sep 30, 2024 | Jun 30, 2024 | | :------------------------------------ | :----------- | :----------- | :----------- | :----------- | :----------- | | Total stockholders' equity (in thousands) | $1,649,219 | $1,633,480 | $1,601,069 | $1,608,014 | $1,548,616 | | Goodwill (in thousands) | (404,452) | (404,452) | (404,452) | (404,452) | (404,452) | | Core deposit intangibles (in thousands) | (13,868) | (16,306) | (18,744) | (21,182) | (23,619) | | Tangible common equity (in thousands) | $1,230,899 | $1,212,722 | $1,177,873 | $1,182,380 | $1,120,545 | | Common shares outstanding (in thousands) | 54,265 | 54,297 | 54,517 | 54,446 | 54,350 | | Book value per common share | $30.39 | $30.08 | $29.37 | $29.53 | $28.49 | | Tangible book value per common share | $22.68 | $22.33 | $21.61 | $21.72 | $20.62 | [Tangible Common Equity to Tangible Assets](index=16&type=section&id=Tangible%20Common%20Equity%20to%20Tangible%20Assets) This non-GAAP ratio, excluding intangibles from equity and assets, increased to 10.16% at June 30, 2025, from 9.95% QoQ - Tangible common equity to tangible assets is a non-GAAP measure that excludes goodwill and core deposit intangibles from both total stockholders' equity and total assets, providing a clearer view of capital strength and relative changes in common equity and total assets[51](index=51&type=chunk)[52](index=52&type=chunk) Tangible Common Equity to Tangible Assets Reconciliation | Metric | Jun 30, 2025 | Mar 31, 2025 | Dec 31, 2024 | Sep 30, 2024 | Jun 30, 2024 | | :------------------------------------ | :----------- | :----------- | :----------- | :----------- | :----------- | | Tangible common equity (in thousands) | $1,230,899 | $1,212,722 | $1,177,873 | $1,182,380 | $1,120,545 | | Total assets (in thousands) | $12,527,868 | $12,606,091 | $12,768,341 | $13,042,976 | $12,684,330 | | Goodwill (in thousands) | (404,452) | (404,452) | (404,452) | (404,452) | (404,452) | | Core deposit intangibles (in thousands) | (13,868) | (16,306) | (18,744) | (21,182) | (23,619) | | Tangible Assets (in thousands) | $12,109,548 | $12,185,333 | $12,345,145 | $12,617,342 | $12,256,259 | | Tangible Common Equity to Tangible Assets | 10.16% | 9.95% | 9.54% | 9.37% | 9.14% | [Return on Average Tangible Common Equity](index=17&type=section&id=Return%20on%20Average%20Tangible%20Common%20Equity) This non-GAAP measure, adjusting net income for intangible amortization, increased to 10.79% in Q2 2025 from 10.49% QoQ - Return on average tangible common equity is a non-GAAP measure used by financial analysts and investment bankers to evaluate financial institutions, focusing on the return on common equity exclusive of the impact of core deposit intangibles[56](index=56&type=chunk)[57](index=57&type=chunk) Return on Average Tangible Common Equity Reconciliation | Metric | Q2 2025 | Q1 2025 | Q2 2024 | | :------------------------------------ | :------ | :------ | :------ | | Net income (in thousands) | $30,906 | $29,070 | $27,202 | | Net income available for common stockholders adjusted for amortization of core deposit intangibles (in thousands) | $32,832 | $30,996 | $29,128 | | Average tangible common equity (in thousands) | $1,220,499 | $1,198,432 | $1,111,939 | | Return on Average Tangible Common Equity (Annualized) | 10.79% | 10.49% | 10.54% | [Operating Earnings and Related Metrics](index=18&type=section&id=Operating%20Earnings%20and%20Related%20Metrics) Operating earnings and related non-GAAP metrics provide insight into ongoing performance, with Q2 2025 operating earnings at $30.9 million and diluted operating EPS at $0.56 - Operating earnings, pre-tax, pre-provision operating earnings, and related performance metrics are non-GAAP measures used by management and investors to understand the ongoing operating performance of the Company and provide meaningful comparisons to its peers[60](index=60&type=chunk)[61](index=61&type=chunk) Operating Earnings and Related Metrics Reconciliation | Metric | Q2 2025 | Q1 2025 | Q2 2024 | | :------------------------------------ | :------ | :------ | :------ | | Net income (in thousands) | $30,906 | $29,070 | $27,202 | | Operating earnings (in thousands) | $30,906 | $29,707 | $28,310 | | Diluted EPS | $0.56 | $0.53 | $0.50 | | Diluted operating EPS | $0.56 | $0.54 | $0.52 | | Pre-tax, pre-provision operating earnings (in thousands) | $42,672 | $43,413 | $44,420 | | Pre-tax, pre-provision operating return on average assets | 1.38% | 1.41% | 1.42% | | Operating return on average assets | 1.00% | 0.96% | 0.91% | | Operating return on average tangible common equity | 10.79% | 10.70% | 10.94% | | Operating efficiency ratio | 61.15% | 60.62% | 58.41% | [Company Information & Disclosures](index=4&type=section&id=Company%20Information%20%26%20Disclosures) [About Veritex Holdings, Inc.](index=4&type=section&id=About%20Veritex%20Holdings%2C%20Inc.) Veritex Holdings, Inc. is a Dallas, Texas-based bank holding company operating through its wholly-owned subsidiary, Veritex Community Bank, serving the Dallas-Fort Worth and Houston metropolitan areas - Veritex Holdings, Inc. is a bank holding company headquartered in Dallas, Texas[19](index=19&type=chunk) - It conducts banking activities through its wholly owned subsidiary, Veritex Community Bank, with locations throughout the Dallas-Fort Worth metroplex and in the Houston metropolitan area[19](index=19&type=chunk) - Veritex Community Bank is a Texas state chartered bank regulated by the Texas Department of Banking and the Board of Governors of the Federal Reserve System[19](index=19&type=chunk) [CAUTION REGARDING FORWARD-LOOKING STATEMENTS](index=4&type=section&id=CAUTION%20REGARDING%20FORWARD-LOOKING%20STATEMENTS) This section cautions that forward-looking statements, especially regarding the Huntington merger, are subject to risks and uncertainties that could cause actual results to differ materially - This communication may contain certain forward-looking statements, including plans, expectations, goals, projections, and statements about the benefits and timing of the proposed transaction with Huntington Bancshares Incorporated[20](index=20&type=chunk) - Such statements are subject to numerous assumptions, risks, estimates, uncertainties, and other important factors that could cause actual results to differ materially, including changes in economic conditions, regulatory policies, market volatility, cybersecurity risks, and the ability to complete the transaction and integration successfully[20](index=20&type=chunk)[21](index=21&type=chunk)[22](index=22&type=chunk) - Readers are cautioned that forward-looking statements are not guarantees of future performance and involve known and unknown risks[21](index=21&type=chunk)[23](index=23&type=chunk) - Neither Veritex nor Huntington assumes any obligation to update these statements to reflect actual results, new information, or future events[21](index=21&type=chunk)[23](index=23&type=chunk) [Supplemental Financial Data](index=6&type=section&id=Supplemental%20Financial%20Data) [Key Per Share, Credit, Performance, and Capital Ratios](index=6&type=section&id=Per%20Share%20Data%20%28Common%20Stock%29) This section provides a detailed overview of per share data, credit ratios, performance ratios, and capital ratios for Veritex Holdings, Inc. across multiple quarters Per Share Data (Common Stock) | Metric | Jun 30, 2025 | Mar 31, 2025 | Dec 31, 2024 | Sep 30, 2024 | Jun 30, 2024 | | :------------------------------------ | :----------- | :----------- | :----------- | :----------- | :----------- | | Basic EPS | $0.57 | $0.53 | $0.46 | $0.57 | $0.50 | | Diluted EPS | $0.56 | $0.53 | $0.45 | $0.56 | $0.50 | | Book value per common share | $30.39 | $30.08 | $29.37 | $29.53 | $28.49 | | Tangible book value per common share | $22.68 | $22.33 | $21.61 | $21.72 | $20.62 | | Dividends paid per common share outstanding | $0.22 | $0.22 | $0.20 | $0.20 | $0.20 | Summary of Credit Ratios | Metric | Jun 30, 2025 | Mar 31, 2025 | Dec 31, 2024 | Sep 30, 2024 | Jun 30, 2024 | | :------------------------------------ | :----------- | :----------- | :----------- | :----------- | :----------- | | ACL to total LHI | 1.19% | 1.19% | 1.18% | 1.21% | 1.16% | | NPAs to total assets | 0.60% | 0.77% | 0.62% | 0.52% | 0.65% | | Net charge-offs to average loans outstanding | 0.05% | 0.17% | 0.32% | 0.01% | 0.28% | Summary Performance Ratios | Metric | Jun 30, 2025 | Mar 31, 2025 | Dec 31, 2024 | Sep 30, 2024 | Jun 30, 2024 | | :------------------------------------ | :----------- | :----------- | :----------- | :----------- | :----------- | | Return on average assets | 1.00% | 0.94% | 0.78% | 0.96% | 0.87% | | Return on average equity | 7.56% | 7.27% | 6.17% | 7.79% | 7.10% | | Net interest margin | 3.33% | 3.31% | 3.20% | 3.30% | 3.29% | | Efficiency ratio | 61.15% | 60.91% | 67.04% | 61.94% | 59.11% | Veritex Holdings, Inc. Capital Ratios | Metric | Jun 30, 2025 | Mar 31, 2025 | Dec 31, 2024 | Sep 30, 2024 | Jun 30, 2024 | | :------------------------------------ | :----------- | :----------- | :----------- | :----------- | :----------- | | Tangible common equity to tangible assets | 10.16% | 9.95% | 9.54% | 9.37% | 9.14% | | Common equity tier 1 capital | 11.05% | 11.04% | 11.09% | 10.86% | 10.49% | | Total capital to risk-weighted assets | 13.46% | 13.46% | 13.96% | 13.91% | 13.45% | [Consolidated Balance Sheets](index=7&type=section&id=ASSETS) The consolidated balance sheet shows total assets decreased to $12.53 billion at June 30, 2025, from $12.61 billion at March 31, 2025, with total deposits also declining to $10.42 billion Key Balance Sheet Items (in thousands) | Metric | Jun 30, 2025 | Mar 31, 2025 | Dec 31, 2024 | Sep 30, 2024 | Jun 30, 2024 | | :------------------------------------ | :----------- | :----------- | :----------- | :----------- | :----------- | | Total assets | $12,527,868 | $12,606,091 | $12,768,341 | $13,042,976 | $12,684,330 | | Total loans | $9,522,520 | $9,469,683 | $9,593,853 | $9,707,721 | $9,834,187 | | Total deposits | $10,417,920 | $10,665,123 | $10,752,592 | $11,036,011 | $10,724,844 | | Total liabilities | $10,878,649 | $10,972,611 | $11,167,272 | $11,434,962 | $11,135,714 | | Total stockholders' equity | $1,649,219 | $1,633,480 | $1,601,069 | $1,608,014 | $1,548,616 | [Consolidated Statements of Income](index=8&type=section&id=Interest%20income%3A) The consolidated statement of income for Q2 2025 shows total interest income of $175.1 million and total interest expense of $78.8 million, resulting in net income of $30.9 million Key Income Statement Items (in thousands) | Metric | Q2 2025 | Q1 2025 | Q2 2024 | YTD Jun 30, 2025 | YTD Jun 30, 2024 | | :------------------------------------ | :----------- | :----------- | :----------- | :--------------- | :--------------- | | Total interest income | $175,123 | $173,725 | $191,247 | $348,848 | $375,834 | | Total interest expense | $78,788 | $78,284 | $95,011 | $157,072 | $186,792 | | Net interest income | $96,335 | $95,441 | $96,236 | $191,776 | $189,042 | | Provision for credit losses | $1,750 | $4,000 | $8,250 | $5,750 | $15,750 | | Total noninterest income | $13,499 | $14,289 | $10,578 | $27,788 | $17,240 | | Total noninterest expense | $67,162 | $66,834 | $63,141 | $133,996 | $125,257 | | Income before income tax expense | $39,422 | $37,596 | $35,423 | $77,018 | $66,816 | | Income tax expense | $8,516 | $8,526 | $8,221 | $17,042 | $15,458 | | Net income | $30,906 | $29,070 | $27,202 | $59,976 | $51,358 | | Diluted EPS | $0.56 | $0.53 | $0.50 | $1.09 | $0.94 | [Average Balances and Yield/Rate Analysis](index=9&type=section&id=Assets_Interest-earning%20assets%3A) This section details average balances, interest earned/paid, and yields/rates for interest-earning assets and liabilities, with Q2 2025 average asset yield at 6.05% Q2 2025 Average Balances and Yield/Rate Analysis (in thousands) | Metric | Average Outstanding Balance | Interest Earned/Paid | Yield/Rate | | :------------------------------------ | :-------------------------- | :------------------- | :--------- | | **Interest-earning assets:** | | | | | Loans | $8,875,970 | $141,688 | 6.40% | | LHI, MW | $523,203 | $7,666 | 5.88% | | Debt securities | $1,440,369 | $16,883 | 4.70% | | Total interest-earning assets | $11,618,254 | $175,123 | 6.05% | | **Interest-bearing liabilities:** | | | | | Interest-bearing demand and savings deposits | $5,502,672 | $48,080 | 3.50% | | Certificates and other time deposits | $2,742,655 | $28,539 | 4.17% | | Total interest-bearing liabilities | $8,411,125 | $78,788 | 3.76% | | Net interest rate spread | | | 2.29% | | Net interest margin | | $96,335 | 3.33% | YTD June 30, 2025 Average Balances and Yield/Rate Analysis (in thousands) | Metric | Average Outstanding Balance | Interest Earned/Paid | Yield/Rate | | :------------------------------------ | :-------------------------- | :------------------- | :--------- | | **Interest-earning assets:** | | | | | Loans | $8,881,407 | $282,017 | 6.40% | | LHI, MW | $475,230 | $13,842 | 5.87% | | Debt securities | $1,453,721 | $33,989 | 4.71% | | Total interest-earning assets | $11,648,607 | $348,848 | 6.04% | | **Interest-bearing liabilities:** | | | | | Interest-bearing demand and savings deposits | $5,476,030 | $93,245 | 3.43% | | Certificates and other time deposits | $2,734,527 | $58,807 | 4.34% | | Total interest-bearing liabilities | $8,390,364 | $157,072 | 3.78% | | Net interest rate spread | | | 2.26% | | Net interest income and margin | | $191,776 | 3.32% | [Yield Trend Analysis](index=12&type=section&id=Yield%20Trend) This section presents historical trends of average yields and rates, showing a slight increase in net interest margin to 3.33% and a decrease in average total deposit cost Average Yield on Interest-Earning Assets Trend | Metric | Jun 30, 2025 | Mar 31, 2025 | Dec 31, 2024 | Sep 30, 2024 | Jun 30, 2024 | | :------------------------------------ | :----------- | :----------- | :----------- | :----------- | :----------- | | Loans | 6.40% | 6.40% | 6.56% | 6.89% | 6.90% | | Total interest-earning assets | 6.05% | 6.03% | 6.15% | 6.49% | 6.54% | Average Rate on Interest-Bearing Liabilities Trend | Metric | Jun 30, 2025 | Mar 31, 2025 | Dec 31, 2024 | Sep 30, 2024 | Jun 30, 2024 | | :------------------------------------ | :----------- | :----------- | :----------- | :----------- | :----------- | | Interest-bearing demand and savings deposits | 3.50% | 3.36% | 3.57% | 4.00% | 4.01% | | Certificates and other time deposits | 4.17% | 4.50% | 4.83% | 5.00% | 5.02% | | Total interest-bearing liabilities | 3.76% | 3.79% | 4.12% | 4.46% | 4.50% | Supplemental Yield Trend | Metric | Jun 30, 2025 | Mar 31, 2025 | Dec 31, 2024 | Sep 30, 2024 | Jun 30, 2024 | | :------------------------------------ | :----------- | :----------- | :----------- | :----------- | :----------- | | Average cost of interest-bearing deposits | 3.73% | 3.74% | 4.07% | 4.44% | 4.46% | | Average costs of total deposits, including noninterest-bearing | 2.93% | 2.91% | 3.16% | 3.42% | 3.46% | [Loan and Deposit Portfolio Composition](index=13&type=section&id=LHI%20and%20Deposit%20Portfolio%20Composition) This section details loan and deposit portfolio composition, with C&I loans at 30.6% of LHI and noninterest-bearing deposits at 20.5% of total deposits Loans Held for Investment (LHI) Composition (in thousands) | Loan Type | Jun 30, 2025 | % of Total | Mar 31, 2025 | % of Total | Jun 30, 2024 | % of Total | | :------------------------------------ | :----------- | :--------- | :----------- | :--------- | :----------- | :--------- | | Commercial and Industrial ("C&I") | $2,692,209 | 30.6% | $2,717,037 | 30.7% | $2,798,260 | 30.4% | | Non-owner occupied commercial ("NOOCRE") | $2,311,466 | 26.3% | $2,266,526 | 25.6% | $2,369,848 | 25.7% | | Construction and land | $1,142,457 | 13.0% | $1,214,260 | 13.7% | $1,536,580 | 16.7% | | 1-4 family residential | $1,086,342 | 12.3% | $1,021,293 | 11.6% | $917,402 | 10.0% | | Total LHI (excluding MW) | $8,792,686 | 100% | $8,837,272 | 100% | $9,216,872 | 100% | | MW | $669,052 | | $571,775 | | $568,047 | | | Total LHI | $9,461,738 | | $9,409,047 | | $9,784,919 | | Deposit Portfolio Composition (in thousands) | Deposit Type | Jun 30, 2025 | % of Total | Mar 31, 2025 | % of Total | Jun 30, 2024 | % of Total | | :------------------------------------ | :----------- | :--------- | :----------- | :--------- | :----------- | :--------- | | Noninterest-bearing deposits | $2,133,294 | 20.5% | $2,318,645 | 21.7% | $2,416,727 | 22.5% | | Interest-bearing transaction | $603,861 | 5.8% | $863,462 | 8.1% | $523,272 | 4.9% | | Money market | $3,856,812 | 37.0% | $3,730,446 | 35.0% | $3,268,286 | 30.5% | | Certificates and other time deposits | $2,792,750 | 26.8% | $2,679,221 | 25.1% | $3,744,596 | 34.9% | | Total deposits | $10,417,920 | 100% | $10,665,123 | 100% | $10,724,844 | 100% | [Asset Quality Details](index=14&type=section&id=NPAs%3A) This section details asset quality metrics, showing NPAs decreased to $75.2 million and net charge-offs significantly improved to -$1.26 million in Q2 2025 Nonperforming Assets (NPAs) (in thousands) | Metric | Jun 30, 2025 | Mar 31, 2025 | Dec 31, 2024 | Sep 30, 2024 | Jun 30, 2024 | | :------------------------------------ | :----------- | :----------- | :----------- | :----------- | :----------- | | Nonaccrual loans | $61,142 | $69,188 | $52,521 | $55,335 | $58,537 | | Total nonperforming loans held for investment ("NPLs") | $65,979 | $72,633 | $54,435 | $58,265 | $58,753 | | Other real estate owned ("OREO") | $9,218 | $24,268 | $24,737 | $9,034 | $24,256 | | Total NPAs | $75,197 | $96,901 | $79,172 | $67,299 | $83,009 | Net Charge-offs and Recoveries (in thousands) | Metric | Q2 2025 | Q1 2025 | Q2 2024 | YTD Jun 30, 2025 | YTD Jun 30, 2024 | | :------------------------------------ | :----------- | :----------- | :----------- | :--------------- | :--------------- | | Total charge-offs | $(1,841) | $(4,220) | $(7,829) | $(6,061) | $(13,259) | | Total recoveries | $580 | $248 | $978 | $828 | $1,124 | | Net charge-offs | $(1,261) | $(3,972) | $(6,851) | $(5,233) | $(12,135) | | Provision for credit losses | $1,750 | $4,000 | $8,250 | $5,750 | $15,750 | Asset Quality Ratios | Metric | Jun 30, 2025 | Mar 31, 2025 | Jun 30, 2024 | | :------------------------------------ | :----------- | :----------- | :----------- | | NPAs to total assets | 0.60% | 0.77% | 0.65% | | NPLs to total LHI | 0.70% | 0.77% | 0.60% | | ACL to total LHI | 1.19% | 1.19% | 1.16% | | Net charge-offs to average loans outstanding | 0.05% | 0.17% | 0.28% |

Core Viewpoint - Veritex Holdings, Inc. reported strong financial results for Q2 2025, with net income increasing to $30.9 million and a quarterly cash dividend of $0.22 per share declared [1][18]. Financial Highlights - Net income for Q2 2025 was $30.906 million, up from $29.070 million in Q1 2025 and $27.202 million in Q2 2024 [2]. - Diluted earnings per share (EPS) increased to $0.56 in Q2 2025 from $0.53 in Q1 2025 and $0.50 in Q2 2024 [2]. - Book value per common share rose to $30.39, compared to $30.08 in Q1 2025 and $28.49 in Q2 2024 [2]. - Return on average assets improved to 1.00% in Q2 2025 from 0.94% in Q1 2025 and 0.87% in Q2 2024 [2]. - Return on average equity was 7.56% in Q2 2025, up from 7.27% in Q1 2025 and 7.10% in Q2 2024 [2]. - Net interest margin (NIM) increased to 3.33% in Q2 2025 from 3.31% in Q1 2025 and 3.29% in Q2 2024 [2]. Net Interest Income - Net interest income before provision for credit losses was $96.3 million in Q2 2025, compared to $95.4 million in Q1 2025, reflecting a 0.9% increase [4]. - The increase in net interest income was primarily due to a $2.8 million rise in interest income on loans and a decrease in interest expense on deposits [4]. - Year-over-year, net interest income remained relatively unchanged, benefiting from decreases in interest expenses on various deposits [5]. Credit Quality - Nonperforming assets (NPAs) to total assets ratio was 0.60% as of June 30, 2025, down from 0.77% in Q1 2025 [6][16]. - The allowance for credit losses (ACL) to total loans held-for-investment ratio was stable at 1.28% [6][17]. - Net charge-offs for Q2 2025 were $1.3 million, with an annualized net charge-off rate of 0.05% [6][16]. Capital and Shareholder Returns - Common equity Tier 1 capital ratio was 11.05% as of June 30, 2025 [6]. - The company repurchased 286,291 shares for $7.1 million during Q2 2025 [6]. - The declared dividend of $0.22 per share will be payable on August 21, 2025 [1][18]. Merger Announcement - On July 14, 2025, Veritex announced a definitive agreement to merge with Huntington Bancshares, expected to close in Q4 2025, pending regulatory approvals [6].

Company Overview - Veritex Holdings, Inc. is a bank holding company headquartered in Dallas, Texas, operating through its wholly-owned subsidiary, Veritex Community Bank, with locations in the Dallas-Fort Worth metroplex and Houston metropolitan area [3] Earnings Announcement - Veritex Holdings announced a change in the release date for its second quarter 2025 earnings results, which will now be available before the market opens on July 18, 2025 [1] - The company will not hold an investor conference call for the second quarter results due to its recent acquisition agreement with Huntington Bancshares Incorporated [2] Acquisition Details - Veritex has entered into a definitive agreement to be acquired by Huntington Bancshares Incorporated, pending regulatory approvals and customary closing conditions [2] - The acquisition will be submitted to Veritex's shareholders for their consideration, and a Registration Statement on Form S-4 will be filed with the SEC, including a Proxy Statement and Prospectus [9]

Core Viewpoint - Huntington Bancshares (HBAN) has announced a definitive agreement to acquire Veritex Holdings, Inc. (VBTX) in an all-stock transaction valued at $1.9 billion [1][10]. Acquisition Details - Huntington will issue 1.95 shares for each outstanding share of Veritex, implying a value of $33.91 per Veritex share based on HBAN's closing price on July 11, 2025 [2]. - The deal has received unanimous approval from both companies' boards and is expected to close in early Q4 2025, pending regulatory and shareholder approval [2]. Financial Impact - The transaction is projected to be modestly accretive to Huntington's earnings per share and neutral to regulatory capital at closing [3]. - It is expected to be slightly dilutive to tangible book value per share, with a payback period of approximately one year from closing [3]. Operational Changes - Upon completion, Veritex branches will operate under the Huntington Bank brand, with plans to maintain and expand Veritex's existing branch network in Texas, including Dallas/Fort Worth and Houston [4][10]. Strategic Rationale - The acquisition aims to accelerate Huntington's organic growth in Texas, particularly in the Dallas/Fort Worth and Houston markets [5]. - The merger will add approximately $13 billion in assets, $9 billion in loans, and $11 billion in deposits to Huntington's balance sheet [5][10]. - Huntington's CEO emphasized the importance of local relationships and customer loyalty brought by Veritex, which will support future growth in Texas [6]. Expansion Efforts - Huntington has been actively expanding its commercial banking business in Texas, including the introduction of new verticals such as the Financial Institutions Group and the Aerospace & Defense Group [7]. - These strategic efforts are expected to enhance Huntington's commercial banking capabilities and attract new customer segments across the region [8]. Market Performance - Over the past year, shares of Huntington have risen 19%, outperforming the industry's growth of 16.4% [11].