Asset Transaction, Failure to Satisfy Listing Rule, Corporate Action (Form 8-K)

Effective as of the Closing Date, Huntington completed its previously announced acquisition of Veritex, pursuant to the Merger Agreement. Pursuant to the Merger Agreement, (i) Veritex merged with and into Huntington, with Huntington continuing as the surviving corporation (the "Merger"), and (ii) following the Merger, Veritex Community Bank, a Texas state-chartered bank and a wholly owned subsidiary of Veritex, merged with and into The Huntington National Bank, a national bank and a wholly owned subsidiary of Huntington, with The Huntington National Bank continuing as the surviving bank (the "Bank Merger").

Pursuant to the Merger Agreement, at the effective time of the Merger (the "Effective Time"), each share of common stock, par value $0.01 per share, of Veritex ("Veritex Common Stock") outstanding immediately prior to the Effective Time, other than certain shares held by Huntington or Veritex, was converted into the right to receive 1.95 shares of common stock (the "Exchange Ratio" and such shares, the "Merger Consideration"), par value $0.01 per share, of Huntington ("Huntington Common Stock"). Holders of Veritex Common Stock who would otherwise have been entitled to receive a fraction of a share of Huntington Common Stock (after taking into account all shares held by such holder) will instead receive cash (without interest) in lieu of such fractional share in accordance with the terms of the Merger Agreement.

Additionally, pursuant to the Merger Agreement: (i) each Veritex stock option with an exercise price that was less than the per share value of the Merger Consideration was cancelled in exchange for an amount in cash based on the Merger Consideration less the exercise price of such Veritex stock option; (ii) each Veritex stock option with an exercise price that was equal to or greater than the per share value of the Merger Consideration was cancelled for no consideration; and (iii) each outstanding Veritex restricted stock unit award was cancelled and converted into the right to receive a number of shares of Huntington Common Stock based on the Exchange Ratio, with any performance-based vesting conditions applicable to such Veritex restricted stock unit awards deemed achieved at the target level.

A copy of Veritex's press release dated October 20, 2025, announcing the completion of the Merger and the Bank Merger, is filed as Exhibit 99.1 and incorporated herein by reference.

On October 17, 2025, Veritex notified The NASDAQ Stock Market LLC ("NASDAQ") of the consummation of the Merger and requested that NASDAQ (i) suspend trading of Veritex Common Stock prior to the opening of trading on October 20, 2025, (ii) withdraw Veritex Common Stock from listing on NASDAQ prior to the opening of trading on October 20, 2025 and (iii) file with the Securities and Exchange Commission (the "SEC") notifications of delisting of Veritex Common Stock on Form 25 and deregistration under Section 12(b) of the Securities Exchange Act of 1934 (the "Exchange Act"). As a result, Veritex Common Stock will no longer be listed on NASDAQ.

Additionally, Huntington, as successor to Veritex, intends to file with the SEC a certification on Form 15 requesting the deregistration of Veritex Common Stock under Section 12(g) of the Exchange Act and the suspension of Veritex's reporting obligations under Sections 13 and 15(d) of the Exchange Act as promptly as practicable.

The information set forth under Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.01.

As of the Effective Time, each holder of a certificate or book-entry share representing any shares of Veritex Common Stock ceased to have any rights with respect thereto, except the right to receive the consideration as described above and subject to the terms and conditions set forth in the Merger Agreement.

The information set forth under Item 2.01, Item 3.01, Item 5.01 and Item 5.02 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.