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].

Group 1 - Veritex Holdings, Inc. plans to release its second quarter 2025 results after the market closes on July 22, 2025 [1] - An investor conference call to review the results will be held on July 23, 2025, at 8:30 a.m. Central Time [1] - Participants can access the live webcast of the conference call through Veritex's investor relations section [2] Group 2 - A replay of the conference call will be available approximately two hours after its completion and accessible for one week [3] - Veritex Holdings, Inc. is headquartered in Dallas, Texas, and operates through its wholly-owned subsidiary, Veritex Community Bank [4] - Veritex Community Bank is regulated by the Texas Department of Banking and the Board of Governors of the Federal Reserve System [4]

Financial Data and Key Metrics Changes - The meeting confirmed that a quorum was present with 43,344,921 shares of common stock represented, indicating strong shareholder engagement [4] - The voting results showed that all 13 nominated directors were elected, reflecting shareholder confidence in the management team [8][9] Business Line Data and Key Metrics Changes - The meeting included discussions on the approval of the 2025 amended and restated omnibus incentive plan, which suggests a focus on aligning executive compensation with company performance [6] Market Data and Key Metrics Changes - No specific market data or key metrics changes were discussed during the meeting Company Strategy and Development Direction - The company is focused on maintaining strong governance through the election of directors and the approval of compensation plans, which indicates a commitment to strategic oversight and alignment with shareholder interests [5][6] Management Comments on Operating Environment and Future Outlook - Management did not provide specific comments on the operating environment or future outlook during this meeting Other Important Information - The appointment of Grant Thornton LLP as the independent registered public accounting firm for the year ended 12/31/2025 was ratified, indicating a commitment to transparency and accountability in financial reporting [7][10] Q&A Session Summary Question: Were there any discussions on the performance of specific business lines? - No questions were raised regarding the performance of specific business lines during the meeting [11] Question: What are the future plans for executive compensation? - The proposal for a nonbinding advisory vote on the compensation of named executive officers was approved, indicating shareholder support for the current compensation strategy [6][10]

[Part I — Financial Information](index=4&type=section&id=PART%20I%20%E2%80%94%20FINANCIAL%20INFORMATION) This section provides the unaudited consolidated financial statements, management's discussion and analysis, market risk disclosures, and internal control evaluations for the company [Financial Statements – Unaudited](index=5&type=section&id=Item%201.%20Financial%20Statements%20%E2%80%93%20Unaudited) This section presents the unaudited consolidated financial statements, including balance sheets, income statements, cash flows, and notes, detailing the company's financial position and performance [Consolidated Balance Sheets](index=6&type=section&id=Consolidated%20Balance%20Sheets) As of March 31, 2025, total assets were $12.61 billion, a slight decrease from $12.77 billion at December 31, 2024, primarily due to reduced loans held for investment Consolidated Balance Sheet Highlights (in thousands) | Account | March 31, 2025 | December 31, 2024 | | :--- | :--- | :--- | | **Total Assets** | **$12,606,091** | **$12,768,341** | | Total LHI, net | $9,288,674 | $9,392,799 | | Total Deposits | $10,665,123 | $10,752,592 | | **Total Liabilities** | **$10,972,611** | **$11,167,272** | | **Total Stockholders' Equity** | **$1,633,480** | **$1,601,069** | [Consolidated Statements of Income](index=7&type=section&id=Consolidated%20Statements%20of%20Income) Net income for Q1 2025 increased by 20.3% to $29.1 million, driven by higher net interest income and the absence of debt security sale losses compared to Q1 2024 Income Statement Summary (in thousands, except per share data) | Metric | Q1 2025 | Q1 2024 | | :--- | :--- | :--- | | Net Interest Income | $95,441 | $92,806 | | Provision for credit losses on loans | $4,000 | $7,500 | | Total Noninterest Income | $14,289 | $6,662 | | Total Noninterest Expense | $66,834 | $62,116 | | **Net Income** | **$29,070** | **$24,156** | | **Diluted EPS** | **$0.53** | **$0.44** | [Consolidated Statements of Cash Flows](index=10&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows) Net cash provided by operating activities was $43.6 million, while net cash used in financing activities totaled $183.7 million, resulting in a $5.4 million net decrease in cash and cash equivalents Cash Flow Summary (in thousands) | Activity | Q1 2025 | Q1 2024 | | :--- | :--- | :--- | | Net cash provided by operating activities | $43,577 | $44,269 | | Net cash provided by (used in) investing activities | $134,702 | $(237,123) | | Net cash (used in) provided by financing activities | $(183,689) | $304,560 | | **Net change in cash and cash equivalents** | **$(5,410)** | **$111,706** | [Notes to Consolidated Financial Statements](index=11&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) This section provides detailed disclosures on accounting policies, securities, loans, derivatives, and regulatory capital, highlighting key events like note redemption and stock buybacks - The company repurchased **377,346 shares** at a weighted average price of **$25.22 per share** during the three months ended March 31, 2025, under its stock buyback program[37](index=37&type=chunk) - In Q1 2025, the company redeemed **$75.0 million** of its 4.75% fixed-to-floating subordinated notes[74](index=74&type=chunk) - As of March 31, 2025, the company and the bank's capital ratios exceeded the levels necessary to be categorized as **'well capitalized'** under regulatory standards[117](index=117&type=chunk)[118](index=118&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=41&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management analyzes the company's financial condition and operational results, highlighting increased net income, asset changes, loan quality, and strong capital position [Results of Operations](index=42&type=section&id=Results%20of%20Operations) Net income for Q1 2025 increased to $29.1 million, driven by higher noninterest income and an improved net interest margin of 3.31% Quarterly Performance Comparison (in thousands) | Metric | Q1 2025 | Q4 2024 | Q1 2024 | | :--- | :--- | :--- | :--- | | Net Income | $29,070 | $24,882 | $24,156 | | Diluted EPS | $0.53 | $0.45 | $0.44 | | Net Interest Income | $95,441 | $96,141 | $92,806 | | Net Interest Margin | 3.31% | 3.20% | 3.24% | - The increase in noninterest income in Q1 2025 compared to prior periods was significantly impacted by the absence of losses on debt security sales, which were present in both Q4 2024 (**$4.4M loss**) and Q1 2024 (**$6.3M loss**)[136](index=136&type=chunk)[157](index=157&type=chunk) [Financial Condition](index=54&type=section&id=Financial%20Condition) Total assets decreased to $12.61 billion due to a reduction in loans held for investment, while nonperforming assets increased to $96.9 million, and the allowance for credit losses remained stable - Total LHI decreased by **$104.5 million (1.1%)** to **$9.41 billion** as of March 31, 2025, compared to December 31, 2024[169](index=169&type=chunk) Nonperforming Assets (in thousands) | Metric | March 31, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Total nonperforming loans | $72,633 | $54,435 | | OREO | $24,268 | $24,737 | | **Total nonperforming assets** | **$96,901** | **$79,172** | | Nonperforming assets to total assets | 0.77% | 0.62% | - The ACL on LHI was **$111.8 million**, or **1.19%** of total LHI, at March 31, 2025, compared to **$111.7 million**, or **1.18%** of total LHI, at December 31, 2024[179](index=179&type=chunk) [Liquidity and Capital Resources](index=61&type=section&id=Liquidity%20and%20Capital%20Resources) The company maintains strong liquidity with significant borrowing capacity and increased stockholders' equity, while capital ratios remain well above regulatory minimums - As of March 31, 2025, the company had available borrowing capacity of **$2.48 billion** from the FHLB and **$3.09 billion** from the FRB[196](index=196&type=chunk)[197](index=197&type=chunk) - Total stockholders' equity increased by **2.0%** to **$1.63 billion** as of March 31, 2025, primarily due to **$29.1 million** in net income[205](index=205&type=chunk) - The company repurchased **377,346 shares** for **$9.5 million** in Q1 2025 and extended its **$50 million** stock buyback program through March 31, 2026[203](index=203&type=chunk)[204](index=204&type=chunk)[226](index=226&type=chunk) [Quantitative and Qualitative Disclosures about Market Risk](index=66&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) The company manages interest rate volatility as its primary market risk, with simulations showing a 100 basis point rate increase would raise net interest income by 3.34% Interest Rate Sensitivity Analysis (as of March 31, 2025) | Change in Interest Rates (BPS) | Percent Change in Net Interest Income | Percent Change in Fair Value of Equity | | :--- | :--- | :--- | | +300 | 8.11% | (11.81)% | | +200 | 5.75% | (7.18)% | | +100 | 3.34% | (3.13)% | | -100 | (2.47)% | 0.55% | | -200 | (4.81)% | (2.40)% | [Controls and Procedures](index=67&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that the company's disclosure controls and procedures were effective as of March 31, 2025, with no material changes to internal control over financial reporting during the quarter - The CEO and CFO concluded that the company's disclosure controls and procedures were **effective** as of the end of the period covered by the report[219](index=219&type=chunk) - No material changes were made to the internal control over financial reporting during the quarter ended March 31, 2025[220](index=220&type=chunk) [Part II — Other Information](index=68&type=section&id=PART%20II%20%E2%80%94%20OTHER%20INFORMATION) This section covers legal proceedings, risk factors, unregistered sales of equity securities, and a list of exhibits filed with the report [Legal Proceedings](index=68&type=section&id=Item%201.%20Legal%20Proceedings) Management believes it is remote that any current legal proceedings would have a material adverse effect on the company's financial condition, results of operations, or cash flows - In management's opinion, the likelihood of any pending legal proceedings having a **material adverse effect** on the company is remote[223](index=223&type=chunk) [Risk Factors](index=68&type=section&id=Item%201A.%20Risk%20Factors) There have been no material changes to the risk factors previously disclosed in the company's Annual Report on Form 10-K for the year ended December 31, 2024 - No material changes have occurred in the risk factors since the last Annual Report on Form 10-K[225](index=225&type=chunk) [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) The company repurchased 377,346 shares for $9.5 million in Q1 2025 and extended its $50 million stock buyback program through March 31, 2026 Share Repurchases for Q1 2025 | Period | Total Shares Purchased | Average Price Paid per Share | Total Cost (in thousands) | | :--- | :--- | :--- | :--- | | Jan 2025 | — | — | — | | Feb 2025 | 177,346 | $25.98 | $4,608 | | Mar 2025 | 200,000 | $24.54 | $4,908 | | **Total** | **377,346** | **$25.22** | **$9,516** | - On March 25, 2025, the Board authorized the extension of the Stock Buyback Program through March 31, 2026. As of March 31, 2025, approximately **$36.9 million** remained available for repurchase under the program[226](index=226&type=chunk) [Exhibits](index=69&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed with the Quarterly Report on Form 10-Q, including certifications by the Principal Executive Officer and Principal Financial Officer, and Inline XBRL data files - Exhibits filed include CEO and CFO certifications pursuant to Sarbanes-Oxley Sections 302 and 906, and financial statements formatted in Inline XBRL[227](index=227&type=chunk)

Financial Data and Key Metrics Changes - The company reported a net operating profit of $29 million, or $0.54 per share, with pre-tax, pre-provision earnings at $43.4 million, or 1.41% [7] - Total loans decreased by $125 million, or 5% annualized, with average balances down $135 million compared to Q4 [8] - The tangible book value per share increased to $22.33, up from $21.61 at year-end, representing a 13.8% year-over-year increase [19] Business Line Data and Key Metrics Changes - Gross loan production for Q1 was $750 million, with only 31% funded, while production over the last four quarters exceeded $2.8 billion, a 130% increase year-over-year [9][10] - Operating non-interest income increased by 2.4% to $14.8 million on a linked quarter basis, with fee income as a percentage of total revenue rising to 13.4% in Q1 2025 from 12.3% in Q1 2024 [37] Market Data and Key Metrics Changes - The loan-to-deposit ratio improved from 104% to 89% over the last two years, with a target to remain below 90% going forward [27] - Wholesale funding reliance decreased to 13.7%, down from over 24% in the same period last year [28] Company Strategy and Development Direction - The company aims to achieve a return on average assets (ROAA) exceeding 1% in the latter half of the year, focusing on disciplined loan growth despite current challenges [8] - The bank has increased its quarterly dividend by 10% to $0.22 per share, indicating confidence in its growth outlook and capital generation [19][20] Management's Comments on Operating Environment and Future Outlook - Management expressed optimism about future loan growth, anticipating flat loan totals for the year but expecting significant growth in 2026 due to a strong pipeline [55][56] - The company is committed to managing its balance sheet and capital effectively amidst economic uncertainties, focusing on shareholder value [40] Other Important Information - Non-performing assets increased from $79 million at year-end to $97 million, primarily due to two loans in retail and office sectors [13] - The company repurchased 377,000 shares during the quarter, with $37 million remaining on the authorization for further buybacks [21] Q&A Session Summary Question: Insights on deposit growth and DDA stickiness - Management noted that deposit growth was influenced by seasonality and new customer attrition, with DDA showing some outflows during Q4 [46] Question: Future expense outlook - Management indicated that expenses are expected to rise slightly due to investments in new hires, but overall attention to expenses remains high [50][52] Question: Loan growth expectations - Management anticipates flat loan growth for the year, with a strong pipeline suggesting growth in 2026 [55][56] Question: Outlook on government guaranteed business - Management remains bullish on the government guaranteed business, particularly in the SBA space, with a strong pipeline expected to ramp up [90][91] Question: Trends in credit quality - Management confirmed that strategies are in place to address non-accrual loans, with confidence in resolving these issues by early third quarter [136]

Veritex Holdings, Inc. First Quarter 2025 Results Investor Presentation April 23, 2025 NASDAQ: VBTX A BETTER STATE OF BANKING © 2025 Veritex Bank Member FDIC Forward-Looking Statements This presentation includes "forward-looking statements", within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are based on various facts and derived utilizing assumptions, current expectations, estimates and projections and are subject to known and unknown risks, uncertainties ...