[8-K] Veritex Holdings, Inc. Reports Material Event

Rhea-AI Filing Summary

MicroStrategy (NASDAQ: MSTR) filed an 8-K detailing recent at-the-market (ATM) equity sales and the redeployment of proceeds into bitcoin.

• Capital raised (7 – 13 July 2025): 797,008 common shares produced $330.9 million in net proceeds. Preferred ATMs issued 573,976 STRK ($71.1 m net), 444,005 STRF ($55.3 m) and 158,278 STRD ($15.0 m), taking total net proceeds to roughly $472 million.
• Remaining capacity: The common ATM still authorises $17.8 billion; preferred programmes collectively allow a further $26.5 billion, giving the company over $44 billion of issuance "dry powder".
• Bitcoin deployment: Using these proceeds, the company bought 4,225 BTC for $472.5 million at an average price of $111,827. Aggregate holdings now stand at 601,550 BTC, acquired for $42.87 billion (average $71,268).
• Disclosure practice: Management highlights its online dashboard as a Regulation FD-compliant channel for real-time updates on security prices, BTC purchases and key metrics.

The filing emphasises Strategy’s model of financing large bitcoin accumulations via continual equity issuance. While the additional BTC may appeal to crypto-oriented investors and bolsters nominal asset value, common shareholders face dilution and holders of new preferred shares bear high fixed dividends of 8-10%. The strategy materially increases exposure to bitcoin price volatility and related regulatory risk.

Positive

• Raised approximately $472 million across common and preferred ATMs, bolstering near-term liquidity
• Added 4,225 BTC, increasing holdings to 601,550 BTC and reinforcing bitcoin-centric growth thesis
• Retains over $44 billion of remaining ATM capacity, providing substantial future funding flexibility

Negative

• Issuance of 8-10% preferred stock imposes sizeable perpetual dividend obligations
• Common-share dilution from 797,008 new shares may pressure per-share metrics
• Latest BTC tranche purchased at $111,827, well above historical average, increasing downside risk
• Balance-sheet concentration in bitcoin elevates volatility and regulatory exposure

Insights

Senior Financial Analyst

TL;DR – $472 m raised, 4,225 BTC added; dilution and 8-10% preferred costs temper upside.

The ATM update is meaningful: a half-billion-dollar capital raise in one week confirms Management’s ability to tap equity markets quickly. Converting those proceeds directly into BTC pushes the treasury position past 600 k coins, reinforcing the thesis that MicroStrategy is effectively a leveraged bitcoin proxy. Remaining issuance authority above $44 bn offers enormous optionality for further BTC accumulation or debt retirement. However, the funding mix is costly: 8-10% perpetual preferred dividends are high in any rate environment and common-share dilution will pressure per-share metrics over time. The average purchase price of the latest tranche exceeds $111 k, raising the break-even level for incremental buys versus the historical $71 k basis. Overall impact is mixed but noteworthy for investors tracking BTC exposure.

Portfolio Risk Manager

TL;DR – Filing heightens balance-sheet concentration risk; financing flexibility mitigates liquidity stress.

MicroStrategy’s accelerated issuance identifies ample market appetite, but the company is layering significant perpetual obligations atop an already BTC-centric balance sheet. Preferred stock at 8-10% locks in high fixed payments, leaving cash-flow coverage dependent on bitcoin appreciation or additional capital raises—both inherently volatile. The 4,225 BTC buy increases single-asset exposure to an unprecedented 601,550 BTC. Should prices retrench, equity value could deteriorate quickly, particularly with dividend drains. Conversely, if bitcoin’s bull cycle persists, the leverage effect could be highly accretive. From a risk perspective, the disclosure is impactful and tilts toward elevated volatility rather than immediate solvency concerns.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (date of earliest event reported): July 13, 2025 

VERITEX HOLDINGS, INC. 

(Exact name of Registrant as specified in its charter)

Texas		001-36682		27-0973566
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(I.R.S. Employer Identification Number)

8214 Westchester Drive, Suite 800

Dallas, Texas 75225

(Address of principal executive offices)

(972) 349-6200 

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

x Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol		Name of each exchange on which registered
Common Stock, par value $0.01 per share		VBTX		Nasdaq Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 8.01 Other Events.

On July 14, 2025, Veritex Holdings, Inc. (“Veritex”) and Huntington Bancshares Incorporated (“Huntington”) issued a joint press release announcing the execution of an Agreement and Plan of Merger, dated as of July 13, 2025, by and between Veritex and Huntington pursuant to which, upon the terms and subject to the conditions set forth therein, Veritex will merge with and into Huntington, with Huntington continuing as the surviving entity.  A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
Exhibit 99.1		Joint press release of Veritex Holdings, Inc. and Huntington Bancshares Incorporated, dated July 14, 2025
Exhibit 104		Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

Cautionary Note Regarding Forward-Looking Statements

This communication may contain certain forward-looking statements, including, but not limited to, certain plans, expectations, goals, projections, and statements about the benefits of the proposed transaction, the plans, objectives, expectations and intentions of Veritex and Huntington, the expected timing of completion of the transaction, and other statements that are not historical facts and are subject to numerous assumptions, risks, and uncertainties that are beyond the control of Veritex and Huntington. Such statements are subject to numerous assumptions, risks, estimates, uncertainties and other important factors that change over time and could cause actual results to differ materially from any results, performance, or events expressed or implied by such forward-looking statements, including as a result of the factors referenced below. Statements that do not describe historical or current facts, including statements about beliefs and expectations, are forward-looking statements. Forward-looking statements may be identified by words such as expect, anticipate, continue, believe, intend, estimate, plan, trend, objective, target, goal, or similar expressions, or future or conditional verbs such as will, may, might, should, would, could, or similar variations. The forward-looking statements are intended to be subject to the safe harbor provided by Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934, and the Private Securities Litigation Reform Act of 1995.

Veritex and Huntington caution that the forward-looking statements in this communication are not guarantees of future performance and involve a number of known and unknown risks, uncertainties and assumptions that are difficult to assess and are subject to change based on factors which are, in many instances, beyond Veritex’s and Huntington’s control. While there is no assurance that any list of risks and uncertainties or risk factors is complete, below are certain factors which could cause actual results to differ materially from those contained or implied in the forward-looking statements or historical performance: changes in general economic, political, or industry conditions; deterioration in business and economic conditions, including persistent inflation, supply chain issues or labor shortages, instability in global economic conditions and geopolitical matters, as well as volatility in financial markets; changes in U.S. trade policies, including the imposition of tariffs and retaliatory tariffs; the impact of pandemics and other catastrophic events or disasters on the global economy and financial market conditions and our business, results of operations, and financial condition; the impacts related to or resulting from bank failures and other volatility, including potential increased regulatory requirements and costs, such as FDIC special assessments, long-term debt requirements and heightened capital requirements, and potential impacts to macroeconomic conditions, which could affect the ability of depository institutions, including us, to attract and retain depositors and to borrow or raise capital; unexpected outflows of uninsured deposits which may require us to sell investment securities at a loss; changing interest rates which could negatively impact the value of our portfolio of investment securities; the loss of value of our investment portfolio which could negatively impact market perceptions of us and could lead to deposit withdrawals; the effects of social media on market perceptions of us and banks generally; cybersecurity risks; uncertainty in U.S. fiscal and monetary policy, including the interest rate policies of the Federal Reserve; volatility and disruptions in global capital, foreign exchange and credit markets; movements in interest rates; competitive pressures on product pricing and services; success, impact, and timing of our business strategies, including market acceptance of any new products or services including those implementing our “Fair Play” banking philosophy; changes in policies and standards for regulatory review of bank mergers; the nature, extent, timing, and results of governmental actions, examinations, reviews, reforms, regulations, and interpretations, including those related to the Dodd-Frank Wall Street Reform and Consumer Protection Act and the Basel III regulatory capital reforms, as well as those involving the SEC, OCC, Federal Reserve, FDIC, CFPB and state-level regulators; the occurrence of any event, change or other circumstances that could give rise to the right of one or both of the parties to terminate the merger agreement between Veritex and Huntington; the outcome of any legal proceedings that may be instituted against Veritex and Huntington; delays in completing the transaction; the failure to obtain necessary regulatory approvals (and the risk that such approvals may result in the imposition of conditions that could adversely affect the combined company or the expected benefits of the transaction); the failure to obtain Veritex shareholder approval or to satisfy any of the other conditions to the transaction on a timely basis or at all; the possibility that the anticipated benefits of the transaction are not realized when expected or at all, including as a result of the impact of, or problems arising from, the integration of the two companies or as a result of the strength of the economy and competitive factors in the areas where Veritex and Huntington do business; the possibility that the transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events; diversion of management’s attention from ongoing business operations and opportunities; potential adverse reactions or changes to business, customer or employee relationships, including those resulting from the announcement or completion of the transaction; the ability to complete the transaction and integration of Veritex and Huntington successfully; the dilution caused by Huntington’s issuance of additional shares of its capital stock in connection with the transaction; and other factors that may affect the future results of Veritex and Huntington. Additional factors that could cause results to differ materially from those described above can be found in Veritex’s Annual Report on Form 10-K for the year ended December 31, 2024 and in its subsequent Quarterly Reports on Form 10-Q, including for the quarter ended March 31, 2025, each of which is on file with the SEC and available on Veritex’s investor relations website, ir.veritexbank.com, under the heading “Financials” and in other documents Veritex files with the SEC, and in Huntington’s Annual Report on Form 10-K for the year ended December 31, 2024 and in its subsequent Quarterly Reports on Form 10-Q, including for the quarter ended March 31, 2025, each of which is on file with the Securities and Exchange Commission (the “SEC”) and available in the “Investor Relations” section of Huntington’s website, http://www.huntington.com, under the heading “Investor Relations” and in other documents Huntington files with the SEC.

All forward-looking statements are expressly qualified in their entirety by the cautionary statements set forth above. Forward-looking statements speak only as of the date they are made and are based on information available at that time. Neither Veritex nor Huntington assume any obligation to update forward-looking statements to reflect actual results, new information or future events, changes in assumptions or changes in circumstances or other factors affecting forward-looking statements that occur after the date the forward-looking statements were made or to reflect the occurrence of unanticipated events except as required by federal securities laws. If Veritex or Huntington update one or more forward-looking statements, no inference should be drawn that Veritex or Huntington will make additional updates with respect to those or other forward-looking statements. As forward-looking statements involve significant risks and uncertainties, caution should be exercised against placing undue reliance on such statements.

Important Additional Information

In connection with the proposed transaction, Huntington will file with the SEC a Registration Statement on Form S-4 that will include a Proxy Statement of Veritex and a Prospectus of Huntington, as well as other relevant documents concerning the proposed transaction. The proposed transaction involving Veritex and Huntington will be submitted to Veritex’s shareholders for their consideration. This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. INVESTORS AND SHAREHOLDERS OF VERITEX ARE URGED TO READ THE REGISTRATION STATEMENT AND THE PROXY STATEMENT/PROSPECTUS REGARDING THE TRANSACTION WHEN IT BECOMES AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Shareholders will be able to obtain a free copy of the definitive proxy statement/prospectus, as well as other filings containing information about Veritex and Huntington, without charge, at the SEC’s website (http://www.sec.gov). Copies of the proxy statement/prospectus and the filings with the SEC that will be incorporated by reference in the proxy statement/prospectus can also be obtained, without charge, by directing a request to Veritex Investor Relations, Veritex Holdings, Inc., 8214 Westchester Drive, Suite 800, Dallas, Texas 75225, (972) 349-6200 or to Huntington Investor Relations, Huntington Bancshares Incorporated, Huntington Center, 41 South High Street, Columbus, Ohio 43287, (800) 576-5007.

Participants in Solicitation

Veritex, Huntington, and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the shareholders of Veritex in connection with the proposed transaction under the rules of the SEC. Information regarding the interests of the directors and executive officers of Veritex and Huntington and other persons who may be deemed to be participants in the solicitation of shareholders of Veritex in connection with the transaction and a description of their direct and indirect interests, by security holdings or otherwise, will be included in the definitive proxy statement/prospectus related to the transaction, which will be filed by Huntington with the SEC. Information regarding Veritex’s directors and executive officers is available in its definitive proxy statement relating to its 2025 Annual Meeting of Shareholders, which was filed with the SEC on April 29, 2025, and other documents filed by Veritex with the SEC. Information regarding Huntington’s directors and executive officers is available in its definitive proxy statement relating to its 2025 Annual Meeting of Shareholders, which was filed with the SEC on March 6, 2025, and other documents filed by Huntington with the SEC. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement/prospectus and other relevant materials filed with the SEC. Free copies of this document may be obtained as described above under “Important Additional Information.”

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Veritex Holdings, Inc.
	By:	/s/ C. Malcolm Holland, III
		C. Malcolm Holland, III
		Chairman and Chief Executive Officer
	Date:	7/14/2025

FAQ

How much capital did MicroStrategy (MSTR) raise through its ATMs this period?

The company generated about $472 million in net proceeds between 7 – 13 July 2025.

What were the terms of the preferred stock issued (STRK, STRF, STRD)?

They are perpetual Series A preferred shares with 8.00% (STRK) and 10.00% (STRF & STRD) dividend rates, $0.001 par value.

How many bitcoin does MicroStrategy now hold?

Holdings total 601,550 BTC acquired for $42.87 billion, averaging $71,268 per coin.

What was the average price paid for the latest 4,225 BTC purchase?

The average purchase price was $111,827 per bitcoin, inclusive of fees.

How much issuance capacity remains under the company’s ATM programs?

Approximately $44.3 billion remains—$17.8 bn for common shares and about $26.5 bn across preferred series.

Where can investors find ongoing updates from MicroStrategy?

Management posts real-time information on its website’s Strategy Dashboard, cited as a Regulation FD channel.