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].

Core Viewpoint - Wall Street anticipates a year-over-year increase in earnings for Veritex Holdings, with a focus on how actual results compare to estimates impacting stock price [1][2]. Earnings Expectations - Veritex Holdings is expected to report quarterly earnings of $0.55 per share, reflecting a +5.8% year-over-year change, with revenues projected at $109.9 million, up 2.9% from the previous year [3]. - The consensus EPS estimate has been revised 1.79% lower in the last 30 days, indicating a reassessment by analysts [4]. Earnings Surprise Prediction - The Zacks Earnings ESP for Veritex Holdings is +1.21%, suggesting analysts have become more optimistic about the company's earnings prospects [12]. - A positive Earnings ESP is a strong predictor of an earnings beat, especially when combined with a Zacks Rank of 1, 2, or 3 [10]. Historical Performance - In the last reported quarter, Veritex Holdings exceeded the expected earnings of $0.51 per share by delivering $0.54, resulting in a surprise of +5.88% [13]. - Over the past four quarters, the company has beaten consensus EPS estimates two times [14]. Industry Comparison - Regions Financial, another player in the Southeast banking industry, is expected to post earnings of $0.56 per share, indicating a +7.7% year-over-year change, with revenues projected at $1.85 billion, up 7.1% from the previous year [18]. - Regions Financial has an Earnings ESP of +0.23% and has beaten consensus EPS estimates in each of the trailing four quarters [19].

Group 1 - Veritex Holdings (VBTX) shares increased by 19.5% to $32.82, with a higher-than-average trading volume, compared to a 12.2% gain over the past four weeks [1][2] - The company has entered into a definitive merger agreement with Huntington, valued at $1.9 billion, expected to close in early Q4 2025, pending regulatory approvals [2][3] - The merger will provide Veritex access to Huntington's national scale, advanced digital banking tools, and broader financial services, enhancing operational efficiency and capital resources [3] Group 2 - Veritex is expected to report quarterly earnings of $0.55 per share, reflecting a year-over-year increase of 5.8%, with revenues projected at $109.9 million, up 2.9% from the previous year [4] - The consensus EPS estimate for Veritex has been revised 1.8% lower in the last 30 days, indicating a negative trend in earnings estimate revisions, which typically does not lead to price appreciation [5] - Veritex Holdings is part of the Zacks Banks - Southeast industry, with a current Zacks Rank of 3 (Hold) [5]

Core Viewpoint - Rowley Law PLLC is investigating potential securities law violations related to the proposed acquisition of Veritex Holdings, Inc. by Huntington Bancshares Incorporated, which is valued at approximately $1.9 billion [1]. Group 1: Acquisition Details - The proposed acquisition involves stockholders of Veritex Holdings receiving 1.95 shares of Huntington Bancshares common stock for each share of Veritex Holdings stock they hold [1]. - The transaction is expected to close in the fourth quarter of 2025 [1]. Group 2: Legal Investigation - Rowley Law PLLC is representing shareholders in the investigation concerning the acquisition and potential securities law violations by Veritex Holdings and its board of directors [1]. - Additional information regarding the investigation can be obtained by contacting Rowley Law PLLC [2].

Mergers and Acquisitions - Monogram Technologies Inc. will be acquired by Zimmer Biomet Holdings, Inc. for $4.04 per share, totaling an equity value of approximately $177 million and an enterprise value of about $168 million. Shareholders may also receive a contingent value right worth up to $12.37 per share if certain milestones are met by 2030 [2] - Veritex Holdings, Inc. is set to be acquired by Huntington Bancshares Incorporated in a stock transaction where HBI will issue 1.95 shares for each Veritex share, implying a value of $33.91 per share and an aggregate transaction value of $1.9 billion [4] - ESSA Pharma Inc. will be acquired by XenoTherapeutics, Inc. for approximately $1.91 in cash per share, along with a contingent value right that could yield up to $0.06 per share within 18 months post-transaction [6] - Waters Corporation will merge with Becton, Dickinson and Company, with BD's shareholders expected to own about 39.2% and Waters' shareholders approximately 60.8% of the combined entity [8] Investigations - Investigations are ongoing regarding whether the boards of Monogram, Veritex, ESSA, and Waters breached their fiduciary duties by failing to conduct fair processes in their respective transactions and whether the deal considerations provide fair value to shareholders [2][4][6][8]

Core Viewpoint - The strategic acquisition of Veritex by Huntington is aimed at enhancing Huntington's growth in Texas, particularly in the Dallas/Fort Worth and Houston markets, leveraging Veritex's established local presence and customer relationships [1][2]. Company Overview - Huntington Bancshares is a regional bank holding company with approximately $210 billion in assets, providing a wide range of banking and financial services [13]. - Veritex Community Bank, headquartered in Dallas, has around $13 billion in assets and operates over 30 branches in key Texas markets [14]. Transaction Details - Huntington will acquire Veritex in a 100% stock transaction, issuing 1.95 shares of Huntington for each outstanding share of Veritex, valuing the transaction at approximately $1.9 billion based on Huntington's stock price of $17.39 as of July 11, 2025 [7]. - The transaction is expected to close in early Q4 2025, pending regulatory approvals [6]. Financial Implications - The acquisition is projected to be modestly accretive to Huntington's earnings per share and neutral to regulatory capital at close, with a slight dilution to tangible book value per share [7]. - Huntington's second quarter 2025 earnings per share is expected to be $0.34, reflecting a 13% increase year-over-year [8]. Strategic Goals - The acquisition aligns with Huntington's long-term commitment to Texas, a rapidly growing economy, and aims to enhance its commercial banking capabilities in the region [2][5]. - Huntington plans to maintain and invest in Veritex's branch network to support future growth [3]. Community Engagement - Huntington is committed to continuing Veritex's legacy of community support, with an initial philanthropic investment of $10 million in Texas [5].