M&A - HUNTINGTON BANCSHARES INC /MD/

Form Type: 425

Filing Date: 2025-07-15

Corporate Action: Merger

Type: New

Accession Number: 000114036125025934

Filing Summary: Huntington Bancshares announced its acquisition of Veritex Holdings, Inc. in an all-stock deal valued at just under $2 billion. This merger is aimed at expanding Huntington's footprint in Texas, a key market where it is already increasing its presence. The transaction was highlighted during a CNBC interview with Huntington's CEO Steve Steinour and Jamie Cramer, focusing on the strategic rationale behind the move and the expected benefits. Steinour noted that the growth in Texas aligns with Huntington's strategy to diversify its revenue and earnings across high-growth areas, leveraging its existing strong presence in the state since 2009. The acquisition is seen as a continuation of Huntington's successful integration strategy, building on past successful mergers. Additionally, the company pre-announced solid second-quarter earnings, indicating strong underlying performance and optimism about future growth. Steinour emphasized the importance of having Veritex’s leadership, particularly Malcolm Holland, stay on to ensure a smooth transition and retain the strong brand presence in Texas. The document also discusses forward-looking statements related to the merger and cautions investors about the inherent uncertainties and risks associated with such transactions.

Form Type: 425

Filing Date: 2025-07-14

Corporate Action: Merger

Type: New

Accession Number: 000114036125025734

Filing Summary: Huntington Bancshares Incorporated announced the execution of a definitive merger agreement with Veritex Holdings, Inc., effective July 14, 2025. The agreement stipulates that Veritex will merge with Huntington, with Huntington as the surviving entity. This acquisition aims to enhance Huntington's growth initiatives in Texas, particularly in Dallas/Fort Worth and Houston, and is in line with the strategic focus on expanding its market presence. As of the latest reports, Veritex has approximately $13 billion in assets and $11 billion in deposits. The transaction is valued at $1.9 billion, where Huntington will issue 1.95 shares for each outstanding share of Veritex, translating to an implied price of $33.91 per Veritex share based on Huntington's recent stock price. The merger is expected to close in early Q4 2025, subject to regulatory approval. Huntington, amid the merger announcement, also revealed preliminary financial results for Q2 2025, indicating stable earnings and growth in loans and deposits, thereby reflecting its commitment to maintaining strong financial performance amid the merger process. The press release outlines ongoing community commitments and philanthropic investments in Texas with an initial funding of $10 million.

Form Type: 8-K

Filing Date: 2025-07-14

Corporate Action: Merger

Type: New

Accession Number: 000114036125025732

Filing Summary: On July 14, 2025, Huntington Bancshares Incorporated announced preliminary second quarter financial results and disclosed a significant merger transaction with Veritex Holdings, Inc. A press release detailing the execution of an Agreement and Plan of Merger, dated July 13, 2025, was issued, stating that Veritex will merge with Huntington, which will continue as the surviving entity. The announcement includes supplementary information provided to analysts and investors, indicating Huntington's intention to issue its earnings release on July 18, 2025. The filing also contains cautionary statements regarding forward-looking projections related to the merger, addressing various risks and uncertainties that may affect completion and benefits of the transaction. Additional regulatory and procedural details regarding the merger transaction, along with an upcoming registration statement to be filed with the SEC, are covered.