Source: GlobeNewswire (MIL-OSI)

DALLAS, July 18, 2025 (GLOBE NEWSWIRE) —  Veritex Holdings, Inc. (“Veritex”, the “Company”, “we” or “our”) (Nasdaq: VBTX), the holding company for Veritex Community Bank, today announced the results for the quarter ended June 30, 2025.

The Company also announced that the Board of Directors declared a quarterly cash dividend of $0.22 per share of common stock. The dividend will be payable on August 21, 2025 to shareholders of record as of the close of business on August 7, 2025.

^{1 Annualized ratio.
2 Refer to the section titled “Reconciliation of Non-GAAP Financial Measures” for a reconciliation of these non-generally accepted accounting principles (“GAAP”) financial measures to their most directly comparable GAAP measures.}

Other Second Quarter Credit, Capital and Company Highlights

• 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 and 0.11% year-to-date;
• Allowance for Credit Losses (“ACL”) to total loans held-for-investment ratio (excluding mortgage warehouse (“MW”)) remained relatively unchanged at 1.28%;
• Capital remains strong with common equity Tier 1 capital ratio of 11.05% as of June 30, 2025;
• Book value per share increased $0.31 to $30.39 and tangible book value per share increased $0.35 to $22.68;
• We repurchased 286,291 and 663,637 shares of Company stock for $7.1 million and $16.6 million during the second quarter and year-to-date, respectively; and
• On July 14, 2025, we announced entry into a definitive agreement to merge with Huntington Bancshares Incorporated (“Huntington”), which is expected to close in the fourth quarter of 2025, subject to regulatory approvals and customary closing conditions.

Results of Operations for the Three Months Ended June 30, 2025

Net Interest Income

For the three months ended June 30, 2025, net interest income before provision for credit losses was $96.3 million and net interest margin (“NIM”) was 3.33% compared to $95.4 million and 3.31%, respectively, for the three months ended March 31, 2025. The $894 thousand increase, or 0.9%, in net interest income before provision for credit losses was primarily due to a $2.8 million increase in interest income on loans, a $1.7 million decrease in interest expense on certificates and other time deposits and a $768 thousand decrease in subordinated debentures and subordinated notes, partially offset by a $2.9 million increase in interest expense on transaction and savings deposits and a $1.2 million decrease in interest income on deposits in financial institutions and fed funds sold for the three months ended June 30, 2025, compared to the three months ended March 31, 2025. The NIM increased two basis points (bps) compared to the three months ended March 31, 2025, primarily due to the decreased funding costs on certificates and other time deposits and subordinated debt due to the redemption of $75.0 million in subordinated debt during the three months ended March 31, 2025 as well as a mix shift from lower yielding to higher yielding assets for the three months ended June 30, 2025. The increase was largely offset by higher deposits funding costs primarily driven by the expiration of favorable hedges on money market deposit accounts at the end of the first quarter 2025.

Compared to the three months ended June 30, 2024, net interest income before provision for credit losses for the three months ended June 30, 2025 was relatively unchanged. Net interest income benefited from decreases in interest expense of $16.3 million on certificates and other time deposits, $1.4 million on advances from the Federal Home Loan Bank (“FHLB”) and $1.1 million on subordinated debentures and subordinated notes, as well as an increase of $1.5 million in interest income on debt securities. These changes were substantially offset by a decrease of $17.6 million in interest income on loans and a $2.5 million increase in interest expense on interest-bearing demand and savings deposits. The NIM increased four bps from 3.29% for the three months ended June 30, 2024 to 3.33% for the three months ended June 30, 2025. The increase was primarily due to decreased funding costs on deposits, advances and subordinated debt resulting from interest rate cuts for the year over year period, partially offset by the related declines in rates earned on interest-earnings assets, primarily loans.

Noninterest Income

Noninterest income for the three months ended June 30, 2025 was $13.5 million, a decrease of $790 thousand, or 5.5%, compared to the three months ended March 31, 2025. The change 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 during the period.

Compared to the three months ended June 30, 2024, noninterest income for the three months ended June 30, 2025 increased by $2.9 million, or 27.6%. The increase was primarily due to a $1.2 million increase in customer swap income, a $728 thousand increase in service charges and fees on deposit accounts, a $528 thousand increase in loan fees and a $368 thousand increase in government guaranteed loan income for the year over year period.

Noninterest Expense

Noninterest expense was $67.2 million for the three months ended June 30, 2025, compared to $66.8 million for the three months ended March 31, 2025, an increase of $328 thousand, or 0.5%. The increase was primarily due to a $920 thousand increase in other noninterest expense, a $627 thousand increase in professional and regulatory fees and a $580 thousand increase in marketing expenses compared to the three months ended March 31, 2025. The increase was largely offset by a $1.7 million decrease in salaries and employee benefits primarily due to $733 thousand in lower payroll taxes, which are historically higher in the first quarter, as well as decreases of $678 thousand in bonus expense, $370 thousand in employee insurance expense and $340 thousand in stock grant expenses, offset partially by a $1.0 million increase in salaries expense. In addition, deferred loan origination costs, which reduce salaries expense, were $399 thousand higher for the three months ended June 30, 2025.

Compared to the three months ended June 30, 2024, noninterest expense for the three months ended June 30, 2025 increased by $4.0 million, or 6.4%. The increase was primarily due to a $2.2 million increase in salaries and employee benefits driven by a $4.7 million increase in salaries expense and incentives accruals and a $521 thousand increase in payroll taxes, offset by decreases of $1.1 million in stock grant expense and $661 thousand in severance expense, as well as $1.6 million higher deferred loan origination costs, which reduces salaries and employee benefit expense. Additionally, there was a $1.1 million increase in other noninterest expense, driven primarily by higher OREO expenses, and a $636 thousand increase in marketing expenses during the three months ended June 30, 2025, compared to the same period in the prior year.

Income Tax

Income tax expense for the three months ended June 30, 2025 totaled $8.5 million, which is consistent with the amount recorded for the three months ended March 31, 2025. The Company’s effective tax rate was approximately 21.6% for the three months ended June 30, 2025 compared to 22.7% for the three months ended March 31, 2025.

Compared to the three months ended June 30, 2024, income tax expense increased by $295 thousand, or 3.6%, compared to the three months ended June 30, 2025. The Company’s effective tax rate was approximately 23.2% for the three months ended June 30, 2024.

Financial Condition

Total loans held for investment (“LHI”), excluding MW was $8.78 billion at June 30, 2025, a decrease of $44.7 million compared to March 31, 2025.

Total deposits were $10.42 billion at June 30, 2025, a decrease of $247.2 million compared to March 31, 2025. The decrease 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.

Credit Quality

NPAs totaled $75.2 million, or 0.60% of total assets, of which $66.0 million represented LHI and $9.2 million represented OREO at June 30, 2025, compared to $96.9 million, or 0.77% of total assets, at March 31, 2025. The Company had net charge-offs of $1.3 million for the three months ended June 30, 2025. Annualized net charge-offs to average loans outstanding were five bps for the three months ended June 30, 2025, compared to 17 bps and 28 bps for the three months ended March 31, 2025 and June 30, 2024, respectively.

ACL as a percentage of LHI was 1.19% at both June 30, 2025 and March 31, 2025 and 1.16% at June 30, 2024. ACL as a percentage of LHI (excluding MW) was 1.28% at June 30, 2025, 1.27% at March 31, 2025 and 1.23% at June 30, 2024. The Company recorded a provision for credit losses on loans of $1.8 million, $4.0 million and $8.3 million for the three months ended June 30, 2025, March 31, 2025 and June 30, 2024, respectively. The provision for credit losses for the three months ended June 30, 2025 was primarily attributable to changes in economic factors for the period. The balance for unfunded commitments increased to $8.9 million as of June 30, 2025, compared to $7.4 million at March 31, 2025, and we recorded a $1.5 million provision for unfunded commitments for the three months ended June 30, 2025, compared to a $1.3 million provision for unfunded commitments for the three months ended March 31, 2025 and no provision recorded for unfunded commitments for the three months ended June 30, 2024. The increase in the allowance for unfunded commitments was attributable to increases in unfunded balances and changes in economic factors for the period.

Dividend Information

On July 18, 2025, Veritex’s Board of Directors declared a quarterly cash dividend of $0.22 per share on its outstanding shares of common stock. 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.

Non-GAAP Financial Measures

Veritex’s management uses certain non-GAAP (U.S. generally accepted accounting principles) financial measures to evaluate its operating performance and provide information that is important to investors. However, non-GAAP financial measures are supplemental and should be viewed in addition to, and not as an alternative for, Veritex’s reported results prepared in accordance with GAAP. Specifically, Veritex reviews and reports tangible book value per common share of the Company; operating earnings; tangible common equity to tangible assets; return on average tangible common equity; pre-tax, pre-provision operating earnings; pre-tax, pre-provision operating return on average assets; pre-tax, pre-provision operating return on average loans; diluted operating earnings per share; operating return on average assets; operating return on average tangible common equity; and operating efficiency ratio. Veritex has included in this earnings release information related to these non-GAAP financial measures for the applicable periods presented. Please refer to “Reconciliation of Non-GAAP Financial Measures” after the financial highlights at the end of this earnings release for a reconciliation of these non-GAAP financial measures.

About Veritex Holdings, Inc.

Headquartered in Dallas, Texas, Veritex is a bank holding company that 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. 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. For more information, visit www.veritexbank.com.

CAUTION 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.

^{1 Refer to the section titled “Reconciliation of Non-GAAP Financial Measures” after the financial highlights for a reconciliation of these non-GAAP financial measures to their most directly comparable GAAP measures.
2 Dividend amount represents dividend paid per common share subsequent to each respective quarter end.
3 Annualized ratio for quarterly metrics.
4 June 30, 2025 ratios and risk-weighted assets are estimated.}

^{1 Includes average outstanding balances of LHFS of $62.2 million, $66.3 million and $58.5 million for the quarters ended June 30, 2025, March 31, 2025, and June 30, 2024, respectively, and average balances of LHI, excluding MW.
2 Net interest rate spread is the average yield on interest-earning assets minus the average rate on interest-bearing liabilities.
3 Net interest margin is equal to net interest income divided by average interest-earning assets.
4 Yields and rates for the quarter are annualized}

^{1Includes average outstanding balances of LHFS of $64.2 million and $56.2 million for the six months ended June 30, 2025 and 2024, respectively, and average balances of LHI, excluding MW.
2 Net interest rate spread is the average yield on interest-earning assets minus the average rate on interest-bearing liabilities.
3 Net interest margin is equal to net interest income divided by average interest-earning assets.
4 Yields and rates for the six month periods are annualized}

  
^{1Includes average outstanding balances of LHFS of $62.2 million, $66.3 million, $46.4 million, $54.3 million and $58.5 million for the three months ended June 30, 2025, March 31, 2025, December 31, 2024, September 30, 2024, and June 30, 2024, respectively and $64.2 million and $56.2 million for the six months ended June 30, 2025 and June 30, 2024 respectively, and average balances of LHI, excluding MW.
2 Net interest rate spread is the average yield on interest-earning assets minus the average rate on interest-bearing liabilities.
3 Net interest margin is equal to net interest income divided by average interest-earning assets.}

^{1Total LHI does not include deferred fees of $8.7 million, $8.6 million, $9.0 million, $8.2 million and $7.8 million at June 30, 2025, March 31, 2025, December 31, 2024, September 30, 2024 and June 30, 2024, respectively.}