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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.          )

Filed by the Registrant ý

Filed by a Party other than the Registrant o

Check the appropriate box:

o

 

Preliminary Proxy Statement

o

 

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

ý

 

Definitive Proxy Statement

o

 

Definitive Additional Materials

o

 

Soliciting Material under §240.14a-12

 

Green Bancorp, Inc.

(Name of Registrant as Specified In Its Charter)

 

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
    (1)   Title of each class of securities to which transaction applies:
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 

 

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LOGO
 
LOGO

PROPOSED MERGER AND SHARE ISSUANCE—YOUR VOTE IS VERY IMPORTANT

Dear Shareholders of Veritex Holdings, Inc. and Green Bancorp, Inc.:

          On July 23, 2018, Veritex Holdings, Inc., or Veritex, a Texas corporation and the parent holding company of Veritex Community Bank, or Veritex Bank, MustMS, Inc., or merger sub, a Texas corporation and wholly owned subsidiary of Veritex, and Green Bancorp, Inc., or Green, a Texas corporation and the parent holding company of Green Bank, N.A., or Green Bank, entered into an Agreement and Plan of Reorganization, which we refer to as the merger agreement. Under the terms and subject to the conditions of the merger agreement, (i) merger sub will merge with and into Green, which we refer to as the merger, with Green continuing as the surviving corporation in the merger and a wholly owned subsidiary of Veritex, (ii) immediately thereafter, Green (as the surviving corporation in the merger) will merge with and into Veritex, which, together with the merger, we refer to as the holdco mergers, with Veritex as the surviving corporation, and (iii) immediately after the holdco mergers, Green Bank will merge with and into Veritex Bank, with Veritex Bank continuing as the surviving bank, which, together with the holdco mergers, we refer to as the merger transactions.

          At the effective time of the merger, if completed, each share of common stock, par value $0.01 per share, of Green, which we refer to as Green common stock, excluding certain shares owned by Veritex or Green, will be converted into the right to receive 0.79 shares of common stock, par value $0.01 per share, of Veritex, which we refer to as Veritex common stock and which ratio we refer to as the exchange ratio, with cash paid in lieu of fractional shares of Veritex common stock, which we refer to as the merger consideration.

          Although the exchange ratio is fixed, the market value of the merger consideration will fluctuate with the price of Veritex common stock. Shares of Veritex common stock are listed on the Nasdaq Global Market under the ticker symbol "VBTX" and shares of Green common stock are listed on the Nasdaq Global Select Market under the ticker symbol "GNBC." Based on the closing price of Veritex common stock on July 23, 2018, the last trading day before the public announcement of the signing of the merger agreement, the implied value of the per share merger consideration payable to holders of Green common stock was $25.89. Based upon the closing price of Veritex common stock of $29.99 on October 9, 2018, the latest practicable trading day before the printing of this joint proxy statement/prospectus, the implied value of the per share merger consideration payable to holders of Green common stock would be $23.69. We urge you to obtain current market quotations for Veritex common stock and Green common stock.

          Based on the shares of Green common stock outstanding, reserved for issuance pursuant to outstanding Green stock options and subject to outstanding Green restricted share unit awards, in each case as of October 5, 2018, Veritex expects to issue approximately 31,283,848 shares of Veritex common stock in connection with the merger. However, an increase or decrease in the number of outstanding shares of Green common stock prior to completion of the merger could cause the actual number of shares issued in connection with the merger to change.

          Veritex and Green will each hold a special meeting of their respective shareholders in connection with the proposed merger transactions. Veritex and Green cannot complete the proposed merger transactions unless (1) Veritex's shareholders vote to approve the issuance of Veritex common stock in connection with the merger and (2) Green's shareholders vote to approve the merger agreement. The Veritex boards of directors and Green board of directors are providing this document to solicit your proxy to vote in connection with the merger agreement and related matters. This document is also being delivered to Green shareholders as Veritex's prospectus for its offering of Veritex common stock in connection with the merger transactions.

          The Veritex special meeting will be held on November 15, 2018, at 5:00 p.m., Central Time, at Veritex's corporate headquarters located at 8214 Westchester Drive, 7th Floor, Dallas, Texas. The Green special meeting will be held on November 15, 2018, at 4:00 p.m., Central Time, in the Pecan Room of the Houstonian Hotel, 111 North Post Oak Lane, Houston, Texas 77024.

          Your vote is very important. To ensure your representation at the Veritex or Green special meeting, as applicable, please complete, sign, date and return the enclosed proxy card by mail or submit your proxy by telephone or through the internet. Whether or not you expect to attend the Veritex or Green special meeting, as applicable, please vote promptly. Submitting a proxy now will not prevent you from being able to vote in person at the applicable special meeting.

          Each of the Veritex and Green boards of directors has unanimously approved the merger agreement and the transactions contemplated thereby and recommends to its shareholders to vote "FOR" approval of its respective proposals.

          The enclosed joint proxy statement/prospectus provides a detailed description of the merger transactions, the merger agreement and related matters. We urge you to read the joint proxy statement/prospectus, including any documents incorporated in the joint proxy statement/prospectus by reference, and its annexes, carefully and in their entirety, including "Risk Factors," beginning on page 44, for a discussion of the risks relating to the merger transactions. You also can obtain information about Veritex and Green from documents that each has filed with the Securities and Exchange Commission.

          Sincerely,

GRAPHIC   GRAPHIC
C. Malcolm Holland, III
Chairman and Chief Executive Officer
Veritex Holdings, Inc.
Telephone: (972) 349-6200
  Manuel J. Mehos
Chairman and Chief Executive Officer
Green Bancorp, Inc.
Telephone: (713) 275-8220

          Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued in the merger or passed upon the adequacy or accuracy of this joint proxy statement/prospectus. Any representation to the contrary is a criminal offense.

          The securities to be issued in the merger are not savings or deposit accounts or other obligations of any bank or non-bank subsidiary of either Veritex or Green, and they are not insured by the Federal Deposit Insurance Corporation or any other governmental agency.

          The date of this joint proxy statement/prospectus is October 12, 2018, and it is first being mailed or otherwise delivered to the shareholders of Veritex and Green on or about October 15, 2018.


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LOGO

VERITEX HOLDINGS, INC.

8214 Westchester Drive, Suite 400
Dallas, Texas 75225
(972) 349-6200


NOTICE OF SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON NOVEMBER 15, 2018

        To the Shareholders of Veritex Holdings, Inc.:

        Notice is hereby given that Veritex Holdings, Inc., or Veritex, will hold a special meeting of shareholders, which we refer to as the Veritex special meeting, on November 15, 2018, at 5:00 p.m., Central Time, at Veritex's corporate headquarters located at 8214 Westchester Drive, 7th Floor, Dallas, Texas. The Veritex special meeting will be held for the purposes of allowing shareholders of Veritex to consider and vote upon the following matters:

        These proposals are described in greater detail in the accompanying joint proxy statement/prospectus. Veritex will transact no other business at the Veritex special meeting, except for business properly brought before the Veritex special meeting or any adjournment or postponement thereof.

        Veritex has fixed the close of business on October 10, 2018 as the record date for the Veritex special meeting. Only Veritex shareholders of record at that time are entitled to notice of, and to vote at, the Veritex special meeting, or any adjournment or postponement thereof. Approval of the Veritex share issuance proposal and the Veritex adjournment proposal requires the affirmative vote of at least a majority of the votes cast, in person or by proxy, by Veritex shareholders at the Veritex special meeting. At the close of business on the record date, 24,201,698 shares of Veritex common stock were outstanding and entitled to vote.

        Your vote is very important. To ensure your representation at the Veritex special meeting, (a) if you hold shares of Veritex common stock in your name as a shareholder of record of Veritex, please complete, sign, date and return by mail the enclosed proxy card or submit your proxy by telephone or through the internet with respect to such shares and (b) if you hold shares of Veritex common stock in "street name" through a bank, broker or other nominee, please follow the instructions on the voting instruction card furnished by the record holder with respect to such shares. Whether or not you expect to attend the Veritex special meeting, please vote promptly. Submitting a proxy now will not prevent you from being able to vote in person at the Veritex special meeting.


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        The enclosed joint proxy statement/prospectus provides a detailed description of the merger agreement and related matters. We urge you to read the joint proxy statement/prospectus, including any documents incorporated in the joint proxy statement/prospectus by reference, and its annexes, carefully and in their entirety.

        The Veritex board of directors has unanimously approved the merger agreement and recommends that Veritex shareholders vote "FOR" the Veritex share issuance proposal and "FOR" the Veritex adjournment proposal.

    BY ORDER OF THE BOARD OF DIRECTORS

 

 

GRAPHIC

 

 

C. Malcolm Holland, III
Chairman of the Board and Chief Executive Officer
Dallas, Texas
October 12, 2018
   

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LOGO

GREEN BANCORP, INC.
4000 Greenbriar Street
Houston, Texas 77098
(713) 275-8220

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON NOVEMBER 15, 2018

         To the Shareholders of Green Bancorp, Inc.:

         Notice is hereby given that Green Bancorp, Inc., or Green, will hold a special meeting of its shareholders, or the Green special meeting, on November 15, 2018, at 4:00 p.m., Central Time, in the Pecan Room of the Houstonian Hotel, 111 North Post Oak Lane, Houston, Texas 77024. The Green special meeting will be held for the purposes of allowing shareholders of Green to consider and vote upon the following matters:

         These proposals are described in greater detail in the accompanying joint proxy statement/prospectus. Green will transact no other business at the Green special meeting, except for business properly brought before the Green special meeting or any adjournment or postponement thereof.

         Green has fixed the close of business on October 10, 2018 as the record date for the Green special meeting. Only Green shareholders of record at that time are entitled to notice of, and to vote at, the Green special meeting, or any adjournment or postponement thereof. Approval of the Green merger proposal requires the affirmative vote of at least two-thirds of the outstanding shares of common stock, par value $0.01 per share, of Green, or Green common stock. Approval of the Green adjournment proposal requires the affirmative vote of at least a majority of the votes present in person or represented by proxy at the Green special meeting and entitled to vote on and that voted for or against or expressly abstained with respect to that matter. At the close of business on the record date, 37,370,188 shares of Green common stock were outstanding and entitled to vote.

         Your vote is very important. To ensure your representation at the Green special meeting, (a) if you hold shares of Green common stock in your name as a shareholder of record of Green, please complete, sign, date and return by mail the enclosed proxy card or submit your proxy by telephone or through the internet with respect to such shares and (b) if you hold shares of Green common stock in "street name" through a bank, broker or other nominee, please follow the instructions on the voting instruction card furnished by the record holder with respect to such shares. Whether or not you expect to attend the Green special meeting, please vote promptly. Submitting a proxy now will not prevent you from being able to vote in person at the Green special meeting.

         The enclosed joint proxy statement/prospectus provides a detailed description of the merger transactions, the merger agreement and related matters. We urge you to read the joint proxy statement/prospectus, including any documents incorporated in the joint proxy statement/prospectus by reference, and its annexes, carefully and in their entirety.

         The Green board of directors has unanimously approved the merger agreement and recommends that Green shareholders vote "FOR" the Green merger proposal and "FOR" the Green adjournment proposal.

    BY ORDER OF THE BOARD OF DIRECTORS

 

 

GRAPHIC

Manuel J. Mehos
Chairman of the Board and Chief Executive Officer

Houston, Texas
October 12, 2018


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ADDITIONAL INFORMATION

        This joint proxy statement/prospectus incorporates by reference important business and financial information about Veritex and Green from documents that have been filed with the United States Securities and Exchange Commission, or the SEC, that are not included in or delivered with this joint proxy statement/prospectus. You will be able to obtain these documents, free of charge, from Veritex at www.veritexbank.com or from Green at www.greenbank.com. These documents are also available without charge on the SEC's website at www.sec.gov and upon request to the applicable company's principal executive office set forth below:

Veritex Holdings, Inc.
8214 Westchester Drive, Suite 400
Dallas, Texas 75225
Attention: C. Malcolm Holland, III
Telephone: (972) 349-6200
  Green Bancorp, Inc.
4000 Greenbriar Street
Houston, Texas 77098
Attention: Terry Earley
Telephone: (713) 275-8220

        The information provided on the websites listed above is not a part of the accompanying joint proxy statement/prospectus and, therefore, is not incorporated by reference into the accompanying joint proxy statement/prospectus.

        You will not be charged for any of these documents that you request. To receive timely delivery of these documents in advance of your special meeting, you must make your request no later than five business days before your special meeting. This means that you must request the information no later than November 8, 2018 in order to receive them before the Veritex special meeting and the Green special meeting.

        For a more detailed description of the information incorporated by reference into the accompanying joint proxy statement/prospectus and how you may obtain it, see the section entitled "Where You Can Find More Information."

        This joint proxy statement/prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, or the solicitation of a proxy, in any jurisdiction to or from any person to whom or from whom it is unlawful to make any such offer or solicitation in that jurisdiction.

        You should rely only on the information contained or incorporated by reference into this joint proxy statement/prospectus to vote your shares of Veritex common stock at the Veritex special meeting and/or your shares of Green common stock at the Green special meeting. Veritex and Green have not authorized anyone to provide you with information that is different from what is contained in this joint proxy statement/prospectus.

        This joint proxy statement/prospectus is dated October 12, 2018, and you should assume that the information contained in this joint proxy statement/prospectus is accurate only as of such date, or such other date if specified in this joint proxy statement/prospectus.

        Except where the context otherwise indicates, information contained in this document regarding Veritex has been provided by Veritex and information contained in this document regarding Green has been provided by Green.


Table of Contents


TABLE OF CONTENTS

 
  Page  

QUESTIONS AND ANSWERS ABOUT THE PROPOSED MERGER TRANSACTIONS, THE VERITEX SPECIAL MEETING AND THE GREEN SPECIAL MEETING

    1  

SUMMARY

    12  

SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA OF VERITEX

    23  

SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA OF GREEN

    26  

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

    29  

COMPARATIVE HISTORICAL AND UNAUDITED PRO FORMA PER SHARE DATA

    40  

COMPARATIVE MARKET PRICE AND DIVIDEND INFORMATION

    41  

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

    42  

RISK FACTORS

    44  

Risks Relating to the Merger Transactions

    44  

Risks Relating to the Combined Company's Business Following the Merger Transactions

    49  

THE GREEN SPECIAL MEETING

    53  

Date, Time and Place of the Green Special Meeting

    53  

Purpose of the Green Special Meeting

    53  

Recommendation of the Green Board of Directors

    53  

Green Record Date and Quorum

    53  

Vote Required; Treatment of Abstentions and Failure to Vote

    54  

Shares Held by Officers, Directors and Certain Shareholders

    54  

Voting of Proxies; Incomplete Proxies

    54  

Shares Held in "Street Name"

    55  

Revocability of Proxies and Changes to a Green Shareholder's Vote

    55  

Solicitation of Proxies

    56  

Attending the Green Special Meeting

    56  

Delivery of Proxy Materials

    57  

Assistance

    57  

THE GREEN PROPOSALS

    58  

Proposal 1: Green Merger Proposal

    58  

Proposal 2: Green Adjournment Proposal

    58  

Other Matters to Come Before the Green Special Meeting

    59  

THE VERITEX SPECIAL MEETING

    60  

Date, Time and Place of the Veritex Special Meeting

    60  

Purpose of the Veritex Special Meeting

    60  

Recommendation of the Veritex Board of Directors

    60  

Veritex Record Date and Quorum

    60  

Vote Required; Treatment of Abstentions and Failure to Vote

    61  

Shares Held by Officers and Directors

    61  

Voting of Proxies; Incomplete Proxies

    61  

Shares Held in "Street Name"

    62  

Revocability of Proxies and Changes to a Veritex Shareholder's Vote

    62  

Solicitation of Proxies

    63  

Attending the Veritex Special Meeting

    63  

Delivery of Proxy Materials

    63  

Assistance

    64  

THE VERITEX PROPOSALS

    65  

Proposal 1: Veritex Share Issuance Proposal

    65  

Proposal 2: Veritex Adjournment Proposal

    65  

Other Matters to Come Before the Veritex Special Meeting

    66  

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  Page  

INFORMATION ABOUT THE COMPANIES

    67  

THE MERGER TRANSACTIONS

    69  

Terms of the Merger Transactions

    69  

Background of the Merger Transactions

    69  

Recommendation of Green Board of Directors and Reasons for the Merger Transactions

    74  

Opinion of Goldman Sachs & Co. LLC

    77  

Certain Unaudited Financial Projections Utilized by Green's Financial Advisor

    90  

Recommendation of the Veritex Board of Directors and Reasons for the Merger Transactions

    93  

Opinion of Keefe, Bruyette & Woods, Inc. 

    95  

Management and Board of Directors of Veritex After the Merger Transactions

    105  

Interests of Green Directors and Executive Officers in the Merger Transactions

    106  

Interests of Veritex Directors and Executive Officers in the Merger Transactions

    112  

Regulatory Approvals Required for the Merger Transactions

    113  

Accounting Treatment

    114  

Public Trading Markets

    114  

Appraisal and Dissenters' Rights

    114  

Litigation Related to the Merger Transactions

    114  

THE MERGER AGREEMENT

    116  

Structure of the Merger Transactions

    116  

Treatment of Equity Awards

    116  

Surviving Corporation Governing Documents, Directors and Officers

    117  

Closing and Effective Time

    117  

Conversion of Shares; Exchange Procedures

    117  

Representations and Warranties

    118  

Covenants and Agreements

    122  

Agreement Not to Solicit Other Offers

    127  

Shareholder Meetings and Recommendation of Veritex and Green Boards of Directors

    129  

Conditions to Consummation of the Merger Transactions

    130  

Termination of the Merger Agreement

    130  

Effect of Termination

    132  

Termination Fee

    132  

Expenses and Fees

    132  

Amendments and Waivers

    132  

Voting Agreements

    133  

Employment Agreements; Separation Agreement

    134  

MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES

    135  

DESCRIPTION OF VERITEX'S CAPITAL STOCK

    138  

COMPARISON OF SHAREHOLDERS' RIGHTS

    142  

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT OF VERITEX

    152  

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT OF GREEN

    155  

LEGAL MATTERS

    158  

EXPERTS

    158  

OTHER MATTERS

    158  

VERITEX ANNUAL MEETING SHAREHOLDER PROPOSALS

    158  

GREEN ANNUAL MEETING SHAREHOLDER PROPOSALS

    158  

WHERE YOU CAN FIND MORE INFORMATION

    159  

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Annex Index

Annex A:   Agreement and Plan of Reorganization, dated as of July 23, 2018, by and among Veritex Holdings, Inc., MustMS, Inc. and Green Bancorp, Inc.
Annex B:   Form of Voting Agreement, by and among Veritex Holdings, Inc. and the directors of Green Bancorp, Inc.
Annex C:   Form of Voting Agreement, by and among Veritex Holdings, Inc. and certain shareholders of Green Bancorp, Inc.
Annex D:   Form of Voting Agreement, by and among Green Bancorp, Inc. and the directors of Veritex Holdings, Inc.
Annex E:   Opinion of Goldman Sachs & Co. LLC
Annex F:   Opinion of Keefe, Bruyette & Woods, Inc.

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QUESTIONS AND ANSWERS ABOUT THE PROPOSED MERGER TRANSACTIONS, THE VERITEX SPECIAL MEETING AND THE GREEN SPECIAL MEETING

        The following are some questions that you may have regarding the merger transactions, the Veritex special meeting of shareholders, or the Veritex special meeting, and the Green special meeting of shareholders, or the Green special meeting, and brief answers to those questions. We urge you to read carefully the remainder of this joint proxy statement/prospectus because the information in this section does not provide all of the information that might be important to you with respect to the merger transactions, the Veritex special meeting and the Green special meeting. Additional important information is also contained in the documents incorporated by reference into this joint proxy statement/prospectus, which can be found in the section entitled "Where You Can Find More Information." Unless otherwise indicated, references in this joint proxy statement/prospectus to Veritex refer to Veritex Holdings, Inc. and its consolidated subsidiaries, references to merger sub refer to MustMS, Inc., references to Green refer to Green Bancorp, Inc. and its consolidated subsidiaries, and references to "we," "our" and "us" refer to Veritex and Green collectively.

Q:
What are the merger transactions?

A:
Veritex, merger sub and Green have entered into an Agreement and Plan of Reorganization, dated as of July 23, 2018, or the merger agreement, pursuant to which, under the terms and subject to the conditions of the merger agreement, (i) merger sub will merge with and into Green, which we refer to as the merger, with Green continuing as the surviving corporation in the merger and a wholly owned subsidiary of Veritex, (ii) immediately thereafter, Green (as the surviving corporation in the merger) will merge with and into Veritex, which, together with the merger, we refer to as the holdco mergers, with Veritex as the surviving corporation, and (iii) immediately after the holdco mergers, Green Bank, N.A., or Green Bank, will merge with and into Veritex Community Bank, or Veritex Bank, with Veritex Bank continuing as the surviving bank, which, together with the holdco mergers, we refer to as the merger transactions. A copy of the merger agreement is attached as Annex A to this joint proxy statement/prospectus. Following the merger, the shares of common stock, par value $0.01 per share, of Green, which we refer to as Green common stock, will be delisted from the Nasdaq Global Select Market and thereafter will be deregistered under the Securities Exchange Act of 1934, as amended, which we refer to as the Exchange Act.

Q:
Why am I receiving this joint proxy statement/prospectus?

A:
Each of Veritex and Green is sending these materials to its shareholders to help them decide how to vote their shares of common stock, par value $0.01 per share, of Veritex, which we refer to as Veritex common stock, and/or Green common stock, as the case may be, with respect to the matters to be considered at the Veritex special meeting and/or the Green special meeting.

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Q:
What will Green shareholders receive in the merger?

A:
At the effective time of the merger, or the effective time, if completed, each outstanding share of Green common stock, except for certain shares of Green common stock owned by Green or Veritex, will be converted into the right to receive 0.79 shares, or the exchange ratio, of Veritex common stock, which we refer to as the merger consideration.
Q:
What will happen to Green equity awards in the merger?

A:
Green Stock Options.    At the effective time, each option granted by Green to purchase shares of Green common stock under the Green equity plans, or the Green stock options, whether vested or unvested, outstanding immediately prior to the effective time will fully vest to the extent not previously vested (as if any performance vesting conditions were achieved at maximum levels), will cease to represent a right to purchase shares of Green common stock and will be converted automatically into an option to purchase a number of shares of Veritex common stock, which we refer to as an adjusted stock option, equal to the product of (i) the total number of shares of Green common stock subject to such Green stock option immediately prior to the effective time and (ii) the exchange ratio, with any fractional shares rounded down to the next lower whole number of shares. Each adjusted stock option will have an exercise price per share of Veritex common stock (rounded to the nearest whole cent) equal to (x) the exercise price per share of Green common stock underlying such Green stock option, divided by (y) the exchange ratio.
Q:
What will happen to Veritex equity awards in the merger?

A:
The consummation of the merger will constitute a "change in control" of Veritex under certain of its compensation and incentive plans. The terms of the Veritex Holdings, Inc. First Amended 2010

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Q:
Will the value of the merger consideration change between the date of this joint proxy statement/prospectus and the time the merger is completed?

A:
Yes. Although the exchange ratio is fixed, the market value of the merger consideration will fluctuate between the date of this joint proxy statement/prospectus and the completion of the merger based upon the market value for Veritex common stock. Any change in the market price of Veritex common stock after the date of this joint proxy statement/prospectus will change the value of the shares of Veritex common stock that Green shareholders will receive.

Q:
When do you expect to complete the merger transactions?

A:
Each of Veritex and Green expect to complete the merger transactions in the first quarter of 2019. However, Veritex and Green cannot assure you of when or if the merger transactions will be completed. Veritex and Green must first obtain their respective shareholders' approvals and certain regulatory approvals and must satisfy certain other closing conditions. For further information, please see the section entitled "The Merger Agreement—Conditions to Consummation of the Merger Transactions."

Q:
Will holders of Green common stock still be paid dividends prior to the merger?

A:
Pursuant to the terms of the merger agreement, Green may continue to declare and pay regular quarterly cash dividends to holders of Green common stock in accordance with Green's existing dividend policies and subject to applicable law without the consent of Veritex, provided that such quarterly cash dividend in any quarter may not exceed $0.10 per share of Green common stock.

Q:
What am I being asked to vote on?

A:
Green Special Meeting.    Green shareholders are being asked to vote on the following:

    a proposal to approve the merger agreement, a copy of which is attached as Annex A, which we refer to as the Green merger proposal; and

    a proposal to approve one or more adjournments of the Green special meeting, if necessary or appropriate, to solicit additional proxies in favor of approval of the Green merger proposal, which we refer to as the Green adjournment proposal.

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Q:
How does the Green board of directors recommend that Green shareholders vote at the Green special meeting?

A:
The Green board of directors has unanimously approved the merger agreement and recommends that Green shareholders vote "FOR" the Green merger proposal and "FOR" the Green adjournment proposal.

Q:
How does the Veritex board of directors recommend that Veritex shareholders vote at the Veritex special meeting?

A:
The Veritex board of directors has unanimously approved the merger agreement and recommends that Veritex shareholders vote "FOR" the Veritex share issuance proposal and "FOR" the Veritex adjournment proposal.

Q:
When and where are the meetings?

A:
Green Special Meeting.    The Green special meeting will be held on November 15, 2018, at 4:00 p.m., Central Time, in the Pecan Room of the Houstonian Hotel, 111 North Post Oak Lane, Houston, Texas 77024. Subject to space availability, all Green shareholders as of the record date of the Green special meeting, or the Green record date, or their duly appointed proxies, may attend the Green special meeting. Since seating is limited, admission to the Green special meeting will be on a first-come, first-served basis. Registration and seating will begin at 3:30 p.m., Central Time.
Q:
What constitutes a quorum?

A:
Green Special Meeting.    The presence, in person or by proxy, of at least a majority of the shares of Green common stock outstanding and entitled to vote on the Green record date will constitute a quorum for the purposes of the Green special meeting. All shares of Green common stock present in person or represented by proxy, including abstentions, if any, will be treated as present for purposes of determining the presence or absence of a quorum for all matters voted on at the Green special meeting.

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Q:
Who is entitled to vote?

A:
Green Special Meeting.    Holders of record of Green common stock at the close of business on October 10, 2018, which is the date that the Green board of directors has fixed as the Green record date, are entitled to vote at the Green special meeting.
Q:
What if I hold shares in both Veritex and Green?

A:
If you are both a Veritex shareholder and a Green shareholder, you will receive two separate packages of proxy materials. A vote cast as a Veritex shareholder will not count as a vote cast as a Green shareholder, and a vote cast as a Green shareholder will not count as a vote cast as a Veritex shareholder. Therefore, please separately submit a proxy for each of your Veritex and Green shares.

Q:
What is the vote required to approve each proposal at the Green special meeting?

A:
Green Merger Proposal:

    Standard:    Approval of the Green merger proposal requires the affirmative vote of at least two-thirds of the outstanding shares entitled to vote of Green common stock.

    Effect of abstentions and broker non-votes:    If you mark "ABSTAIN" on your proxy card, fail to either submit a proxy card or vote by telephone or the internet or in person at the Green special meeting, or are a "street name" holder and fail to instruct your bank, broker or other nominee how to vote, it will have the same effect as a vote against the Green merger proposal.
Q:
What is the vote required to approve each proposal at the Veritex special meeting?

A:
Veritex Share Issuance Proposal:    Approval of the Veritex share issuance proposal requires the affirmative vote of at least a majority of the votes cast, in person or by proxy, by the Veritex shareholders at the Veritex special meeting.

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Q:
Are there any voting agreements with existing shareholders?

A:
Yes. In connection with entering into the merger agreement, the members of the board of directors of each of Green and Veritex, as well as certain shareholders of Green, have entered into voting agreements, which we collectively refer to as the voting agreements, and have agreed to vote their shares of Green common stock and Veritex common stock, as applicable, (i) in the case of Green, in favor of the merger agreement, (ii) in the case of Veritex, in favor of the Veritex share issuance, (iii) in favor of certain other matters related to the merger transactions and (iv) against alternative transactions, in each case, subject to certain exceptions. The shareholders that are party to the voting agreements described in this paragraph beneficially own in the aggregate approximately 29.1% of the outstanding shares of Green common stock and 2.3% of the outstanding shares of Veritex common stock as of the applicable record date. For further information, please see the section entitled "The Merger Agreement—Voting Agreements."

Q:
Why is my vote important?

A:
If you do not vote, it will be more difficult for Green and Veritex to obtain the necessary quorum to hold the Green special meeting and Veritex special meeting, respectively. Additionally, each proposal must be approved by a certain amount of votes, as described above. The Green board of directors unanimously recommends that Green shareholders vote "FOR" the Green merger proposal and "FOR" the Green adjournment proposal, and the Veritex board of directors unanimously recommends that the Veritex shareholders vote "FOR" the Veritex share issuance proposal and "FOR" the Veritex adjournment proposal.

Q:
How many votes do I have?

A:
Green Shareholders.    Each holder of shares of Green common stock outstanding on the Green record date will be entitled to one vote for each share held of record. As of the Green record date, there were 37,370,188 shares of Green common stock entitled to vote at the Green special meeting. As of the Green record date, the directors and executive officers of Green and their affiliates beneficially owned and were entitled to vote approximately 4,195,329 shares of Green common stock, representing approximately 11.12% of the shares of Green common stock outstanding on that date.
Q:
What do I need to do now?

A:
After carefully reading and considering the information contained in this joint proxy statement/prospectus, including any documents incorporated in this joint proxy statement/prospectus by reference, and its annexes, please vote by telephone or on the internet, or complete, sign, date and

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Q:
How do I vote?

A:
If you are a shareholder of record of Green as of the Green record date and/or a shareholder of record of Veritex as of the Veritex record date, you may submit your proxy before your respective company's special meeting in one of the following ways:

    accessing the internet website specified on your proxy card;

    calling the toll-free number specified on your proxy card; or

    completing, signing, dating and returning the enclosed proxy card and returning it by mail in the postage-paid envelope provided.
Q:
If my shares of common stock are held in "street name" by my bank, broker or other nominee, will my bank, broker or other nominee automatically vote my shares for me?

A:
No. If your shares are held in "street name" by a bank, broker or other nominee, you must provide the record holder of your shares with instructions on how to vote your shares. Please follow the voting instructions provided by your bank, broker or other nominee. Please note that you may not vote shares held in "street name" by returning a proxy card directly to Green or Veritex or by voting in person at your respective company's special meeting unless you provide a "legal proxy," which you must obtain from your bank, broker or other nominee.

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Q:
What if I abstain or do not vote?

A:
For purposes of each of the Green special meeting and the Veritex special meeting, an abstention occurs when a shareholder attends the applicable special meeting, either in person or represented by proxy, but abstains from voting.
Q:
What will happen if I return my proxy card without indicating how to vote?

A:
If you sign and return your proxy or voting instruction card without indicating how to vote on any particular proposal, the Green common stock represented by your proxy will be voted as recommended by the Green board of directors with respect to each Green proposal and the Veritex common stock represented by your proxy will be voted as recommended by the Veritex board of directors with respect to each Veritex proposal. Unless a Green shareholder or a Veritex shareholder, as applicable, checks the box on its proxy card to withhold discretionary authority, the proxyholders may use their discretion to vote on other matters relating to the Green special meeting or Veritex special meeting, as applicable.

Q:
May I change my vote after I have delivered my proxy card?

A:
Yes. You may change your vote at any time before your proxy is voted at the Green or Veritex special meeting. You may do this in one of four ways:

    by completing, signing, dating and returning by mail a proxy card with a later date than your original proxy card;

    by delivering a written revocation letter to Green or Veritex, as applicable;

    by attending the Green or Veritex special meeting, as applicable, in person, notifying the corporate secretary and voting by ballot; or

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Q:
Do I need identification to attend the Green or Veritex meeting in person?

A:
Yes. Please bring proper photo identification, together with proof that you are a record owner of Green or Veritex common stock, as the case may be. If you are not a Green or Veritex shareholder of record or your shares are held in "street name" by a bank, broker or other nominee please bring a letter from the record holder of your shares confirming your ownership and valid photo identification in order to be admitted to the meeting. A copy or printout of a brokerage statement will not be sufficient without a signed letter from the bank, broker or other nominee through which you beneficially own Green common stock or Veritex common stock, as applicable. Green and Veritex reserve the right to refuse admittance to anyone without proper proof of share ownership and without valid photo identification.

Q:
Are Green shareholders entitled to dissenters' rights?

A:
No. Under Texas law, Green shareholders will not be entitled to exercise any appraisal or dissenters' rights in connection with the merger transactions.

Q:
Will Green be required to submit the Green merger proposal to its shareholders?

A:
Yes. Unless the merger agreement is terminated before the Green special meeting, the Green board of directors is required to submit the Green merger proposal to its shareholders even if the Green board of directors has changed its recommendation, which it may only do in certain limited circumstances.

Q:
Will Veritex be required to submit the Veritex share issuance proposal to its shareholders?

A:
Yes. Unless the merger agreement is terminated before the Veritex special meeting, the Veritex board of directors is required to submit the Veritex share issuance proposal to its shareholders.

Q:
What are the material U.S. federal income tax consequences of the merger transactions to Green shareholders?

A:
Veritex and Green intend for the holdco mergers, taken together, to qualify as a "reorganization" within the meaning of Section 368(a) of the Internal Revenue Code of 1986, or the Code. As a condition to the respective obligations of Veritex and Green to each complete the merger transactions, Veritex shall receive an opinion from Covington & Burling LLP, or Covington, and Green shall receive an opinion from Skadden, Arps, Slate, Meagher & Flom LLP, or Skadden, each to the effect that the holdco mergers, taken together, will qualify as a reorganization within the meaning of Section 368(a) of the Code. Neither Veritex nor Green currently intends to waive these conditions to the consummation of the merger transactions. In the event that Veritex or Green waives the condition to receive such tax opinion and the tax consequences of the holdco mergers, taken together, materially change, then Veritex and Green will recirculate appropriate soliciting materials and seek new approval of the merger transactions from the shareholders of Veritex and Green. If the holdco mergers, taken together, qualify as a reorganization within the meaning of Section 368(a) of the Code, for U.S. federal income tax purposes, a U.S. holder of Green common stock generally will not recognize gain or loss, except with respect to cash received instead of fractional shares of Veritex common stock.

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Q:
What should I do to receive the merger consideration if the merger is completed?

A:
If the merger is completed, you will not be required to take any special additional action to receive the merger consideration. As all the shares of Green common stock are held in book-entry form, after the completion of the merger, shares of Green common stock will be exchanged automatically for the applicable merger consideration, including shares of Veritex common stock in book-entry form and any cash to be paid in exchange for fractional shares in the merger.

Q:
What should I do if I receive more than one set of voting materials?

A:
Green shareholders and Veritex shareholders may receive more than one set of voting materials, including multiple copies of this joint proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold shares of Green and/or Veritex common stock in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold such shares. If you are a holder of record of Green common stock or Veritex common stock and your shares are registered in more than one name, you will receive one or more separate proxy cards or voting instruction cards for each company. Please complete, sign, date and return by mail each proxy card and voting instruction card that you receive or otherwise follow the voting instructions set forth in this joint proxy statement/prospectus to ensure that you vote every share of Green common stock and/or Veritex common stock that you own.

Q:
What happens if I sell my shares of Green common stock after the Green record date but before the Green special meeting?

A:
The Green record date is earlier than the date of the Green special meeting and the date that the merger transactions are expected to be completed. If you transfer your shares of Green common stock after the Green record date but before the date of the Green special meeting, you will retain your right to vote at such meeting (provided that such shares remain outstanding on the date of such meeting), but you will not have the right to receive any merger consideration for the transferred shares of Green common stock. You will only be entitled to receive the merger consideration in respect of shares of Green common stock that you hold at the effective time.

Q:
Are there risks involved in undertaking the merger transactions?

A:
Yes. You should read and carefully consider the risk factors set forth in the section entitled "Risk Factors" beginning on page 44.

Q:
What happens if the merger transactions are not completed?

A:
If the merger transactions are not completed, Green shareholders will not receive the merger consideration. Instead, Green and Veritex will remain independent public companies and their shares of common stock will continue to be listed and traded on the Nasdaq Global Select Market and the Nasdaq Global Market, respectively.

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Q:
Whom should I contact if I have questions?

A:
If you are a Green shareholder and have any questions about the proxy materials or if you need assistance submitting your proxy or voting your shares or need additional copies of this document or the enclosed proxy card, you should contact Green Investor Relations at (713) 275-8220 or Green's proxy solicitor, Georgeson LLC, at (866) 482-4943.
Q:
Where can I find more information about Veritex and Green?

A:
You can find more information about Green and Veritex from the various sources described under the section entitled "Where You Can Find More Information."

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SUMMARY

        The following summary highlights selected information in this joint proxy statement/prospectus and may not contain all the information that may be important to you. You should read carefully this entire joint proxy statement/prospectus, including any documents incorporated in this joint proxy statement/prospectus by reference, and its annexes, because this section may not contain all of the information that may be important to you in determining how to vote. For a description of, and instructions as to how to obtain, this information, see the section entitled "Where You Can Find More Information." Each item in this summary refers to the page of this joint proxy statement/prospectus on which that subject is discussed in more detail.

The Companies (page 67)

Veritex Holdings, Inc.
8214 Westchester Drive, Suite 400
Dallas, Texas 75225
Telephone: (972) 349-6200

        Veritex Holdings, Inc. is a Texas corporation and bank holding company headquartered in Dallas, Texas. Through its wholly owned subsidiary, Veritex Community Bank, a Texas state chartered bank, Veritex provides relationship-driven commercial banking products and services tailored to meet the needs of small to medium-sized businesses and professionals. Veritex common stock is traded on the Nasdaq Global Market under the symbol "VBTX."

MustMS, Inc.
c/o Veritex Holdings, Inc.
8214 Westchester Drive, Suite 400
Dallas, Texas 75225
Telephone: (972) 349-6200

        MustMS, Inc., a Texas corporation and wholly owned subsidiary of Veritex, was formed solely for the purpose of facilitating the merger transactions.

Green Bancorp, Inc.
4000 Greenbriar Street
Houston, Texas 77098
Telephone: (713) 275-8220

        Green Bancorp, Inc. is a Texas-focused bank holding company headquartered in Houston, Texas. Green's wholly owned subsidiary, Green Bank, N.A., a nationally chartered commercial bank, provides commercial and private banking services primarily to Texas based customers through 21 full-service branches in the Houston and Dallas metropolitan statistical areas, or MSAs, and other markets. Green common stock is traded on the Nasdaq Global Select Market under the symbol "GNBC."

The Merger Transactions (page 69)

        The terms and conditions of the merger transactions are contained in the merger agreement, which is attached to this joint proxy statement/prospectus as Annex A. We urge you to read the merger agreement carefully and in its entirety, as it is the legal document governing the merger transactions. All descriptions in this summary and elsewhere in this joint proxy statement/prospectus of the terms and conditions of the merger transactions are subject to, and qualified in their entirety by reference to, the merger agreement.

        Under the terms and subject to the conditions of the merger agreement, (i) merger sub will merge with and into Green, with Green continuing as the surviving corporation and a wholly owned subsidiary of Veritex, (ii) immediately following the completion of the merger, Green, as the surviving corporation

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in the merger, will merge with and into Veritex, with Veritex as the surviving corporation, and (iii) immediately following the holdco mergers, Green Bank will merge with and into Veritex Bank, with Veritex Bank as the surviving bank.

Merger Consideration (page 69)

        At the effective time, each outstanding share of Green common stock, except for certain shares of Green common stock owned by Green or Veritex, will be converted into the right to receive 0.79 shares of Veritex common stock. Veritex will not issue any fractional shares of Veritex common stock in the merger. Instead, a Green shareholder who would otherwise be entitled to receive a fraction of a share of Veritex common stock will receive, in lieu thereof, an amount in cash, rounded to the nearest cent (without interest), determined by multiplying (i) the fraction of a share (rounded to the nearest thousandth when expressed as a decimal form) of Veritex common stock that such holder would otherwise be entitled to receive by (ii) the average closing price.

        Although the exchange ratio is fixed, the market value of the merger consideration will fluctuate between the date of this joint proxy statement/prospectus and the completion of the merger based upon the market value for Veritex common stock. Based on the closing price of Veritex common stock on July 23, 2018, the last trading day before the public announcement of the signing of the merger agreement, the implied value of the per share merger consideration payable to holders of Green common stock was $25.89. Based upon the closing price of Veritex common stock of $29.99 on October 9, 2018, the latest trading day before the printing of this joint proxy statement/prospectus, the implied value of the per share merger consideration would be $23.69.

Treatment of Equity Awards (page 116)

        Green Stock Options.    At the effective time, each Green stock option, whether vested or unvested, outstanding immediately prior to the effective time will fully vest to the extent not previously vested (as if any performance vesting conditions were achieved at maximum levels), will cease to represent a right to purchase shares of Green common stock and will be converted automatically into an adjusted stock option to purchase a number of shares of Veritex common stock equal to the product of (i) the total number of shares of Green common stock subject to such Green stock option immediately prior to the effective time and (ii) the exchange ratio, with any fractional shares rounded down to the next lower whole number of shares. Each adjusted stock option will have an exercise price per share of Veritex common stock (rounded to the nearest whole cent) equal to (x) the exercise price per share of Green common stock underlying such Green stock option, divided by (y) the exchange ratio.

        Green RSU and SAR Awards.    At the effective time, each Green RSU award that is outstanding immediately prior to the effective time will fully vest (as if any performance vesting conditions were achieved at maximum levels) and will be cancelled and converted automatically into the right to receive the merger consideration. At the effective time, each Green SAR award that is outstanding immediately prior to the effective time will fully vest and will be cancelled and converted into the right to receive a cash payment, determined by multiplying (i) the number of shares of Green common stock underlying such Green SAR award by (ii) the excess, if any, of (x) the average closing price multiplied by the exchange ratio over (y) the exercise price per share of Green common stock underlying such Green SAR award. Any Green SAR Award with an exercise price that equals or exceeds the amount in clause (x) will be cancelled with no consideration being paid to the holder with respect to such Green SAR Award.

Recommendation of the Green Board of Directors and Reasons for the Merger Transactions (page 74)

        The Green board of directors unanimously approved the merger transactions and the merger agreement and unanimously recommends that Green shareholders vote "FOR" the Green merger

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proposal and "FOR" the Green adjournment proposal. Please see the section entitled "The Merger Transactions—Recommendation of the Green Board of Directors and Reasons for the Merger Transactions" for a more detailed discussion of the factors considered by the Green board of directors in reaching its decision to approve the merger agreement and the transactions contemplated thereby.

Opinion of Goldman Sachs & Co. LLC (page 77)

        At a meeting of the Green board of directors held on July 23, 2018, Goldman Sachs & Co. LLC, or Goldman Sachs, rendered to the Green board of directors its oral opinion, subsequently confirmed by delivery of a written opinion, dated July 23, 2018, to the Green board of directors, to the effect that, as of that date, and based upon and subject to the assumptions made, procedures followed, matters considered, qualifications and limitations on the review undertaken, as set forth in the written opinion, the exchange ratio pursuant to the merger agreement was fair from a financial point of view to the holders (other than Veritex and its affiliates) of shares of Green common stock.

        The full text of the written opinion of Goldman Sachs, dated July 23, 2018, which sets forth the assumptions made, procedures followed, matters considered, qualifications and limitations on the review undertaken in connection with the opinion, is attached to this joint proxy statement/prospectus as Annex E. The summary of the Goldman Sachs opinion contained in this joint proxy statement/prospectus is qualified in its entirety by reference to the full text of Goldman Sachs' written opinion. Goldman Sachs' advisory services and opinion were provided for the information and assistance of the Green board of directors in connection with its consideration of the proposed merger transactions and the opinion does not constitute a recommendation as to how any holder of Green common stock should vote with respect to the proposed merger transactions or any other matter.

        Pursuant to an engagement letter, dated June 21, 2018, under which Goldman Sachs was engaged to serve as the financial advisor to the Green board of directors in connection with the merger transactions, Green agreed to pay Goldman Sachs a transaction fee that is estimated, based on the information available immediately prior to the date of announcement, to be approximately $9.8 million (plus an additional discretionary fee of up to $1.0 million), $1.5 million of which became payable upon the execution of the merger agreement, and the remainder of which is contingent upon consummation of the merger transactions.

        For more information, see "The Merger Transactions—Opinion of Goldman Sachs & Co. LLC" and Annex E.

Recommendation of the Veritex Board of Directors and Reasons for the Merger Transactions (page 92)

        The Veritex board of directors unanimously approved the merger transactions and the merger agreement and unanimously recommends that Veritex shareholders vote "FOR" the Veritex share issuance proposal and "FOR" the Veritex adjournment proposal. Please see the section entitled "The Merger Transactions—Recommendation of the Veritex Board of Directors and Reasons for the Merger Transactions" for a more detailed discussion of the factors considered by the Veritex board of directors in reaching its decision to approve the merger agreement and the transactions contemplated thereby.

Opinion of Keefe, Bruyette & Woods, Inc. (page 94)

        In connection with the merger transactions, Keefe, Bruyette & Woods, Inc., or KBW, delivered a written opinion, dated July 23, 2018, to the Veritex board of directors as to the fairness, from a financial point of view and as of the date of the opinion, to Veritex of the exchange ratio. The full text of KBW's opinion, which describes the procedures followed, assumptions made, matters considered, and qualifications and limitations on the review undertaken by KBW in preparing the opinion, is attached as Annex F to this joint proxy statement/prospectus. The opinion was for the information of, and was directed to, the Veritex board of directors (in its capacity as such) in connection with its

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consideration of the financial terms of the merger transactions. The opinion did not address the underlying business decision of Veritex to engage in the merger transactions or enter into the merger agreement or constitute a recommendation to the Veritex board of directors in connection with the merger transactions, and it does not constitute a recommendation to any holder of Veritex common stock or any shareholder of any other entity as to how to vote in connection with the merger transactions or any other matter.

        For more information, see "The Merger Transactions—Keefe, Bruyette & Woods, Inc." and Annex F.

Green Special Meeting (page 53)

        Green will hold the Green special meeting in the Pecan Room of the Houstonian Hotel, 111 North Post Oak Lane, Houston, Texas 77024, commencing at 4:00 p.m., Central Time, on November 15, 2018. At the Green special meeting, Green shareholders will be asked to consider and vote on the Green merger proposal and the Green adjournment proposal.

        Green has set October 10, 2018 as the record date to determine which Green shareholders will be entitled to vote at the Green special meeting. Each holder of shares of Green common stock outstanding on the Green record date will be entitled to one vote for each share held of record. As of the Green record date, there were 37,370,188 shares of Green common stock entitled to vote at the Green special meeting. As of the Green record date, the directors and executive officers of Green and their affiliates beneficially owned and were entitled to vote approximately 4,195,329 shares of Green common stock, representing approximately 11.12% of the shares of Green common stock outstanding on that date.

        Approval of the Green merger proposal requires the affirmative vote of at least two-thirds of the outstanding shares entitled to vote of Green common stock. Approval of the Green adjournment proposal requires the affirmative vote of at least a majority of shares present in person or represented by proxy at the Green special meeting and entitled to vote on and that voted for or against or expressly abstained with respect to that matter.

        With respect to the Green merger proposal, if you mark "ABSTAIN" on your proxy card, fail to either submit a proxy card or vote by telephone or the internet or in person at the Green special meeting, or are a "street name" holder and fail to instruct your bank, broker or other nominee how to vote, it will have the same effect as a vote against the Green merger proposal. With respect to the Green adjournment proposal, if you mark "ABSTAIN" on your proxy card, it will have the same effect as a vote against the Green adjournment proposal, and if you fail to either submit a proxy card or vote by telephone or the internet or in person at the Green special meeting, or are a "street name" holder and fail to instruct your bank, broker or other nominee how to vote, it will have no effect on the Green adjournment proposal.

Veritex Special Meeting (page 60)

        Veritex will hold the Veritex special meeting at Veritex's corporate headquarters located at 8214 Westchester Drive, 7th Floor, Dallas, Texas, commencing at 5:00 p.m., Central Time, on November 15, 2018. At the Veritex special meeting, Veritex shareholders will be asked to consider and vote on the Veritex share issuance proposal and the Veritex adjournment proposal, if necessary or appropriate.

        Veritex has set October 10, 2018 as the record date to determine which Veritex shareholders will be entitled to vote at the Veritex special meeting. Each holder of shares of Veritex common stock outstanding on the Veritex record date will be entitled to one vote for each share held of record. As of the Veritex record date, there were 24,201,698 shares of Veritex common stock entitled to vote at the Veritex special meeting. As of the Veritex record date, the directors and executive officers of Veritex

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and their affiliates beneficially owned and were entitled to vote approximately 621,658 shares of Veritex common stock, representing approximately 2.6% of the shares of Veritex common stock outstanding on that date.

        Approval of the Veritex share issuance proposal and the Veritex adjournment proposal requires the affirmative vote of at least a majority of the votes cast, in person or by proxy, by the Veritex shareholders at the Veritex special meeting.

        If you mark "ABSTAIN" on your proxy card, fail to either submit a proxy card or vote by telephone or the internet or in person at the Veritex special meeting, or are a "street name" holder and fail to instruct your bank, broker or other nominee how to vote with respect to the Veritex share issuance proposal or the Veritex adjournment proposal, it will have no effect on such proposals.

Interests of Green Directors and Executive Officers in the Merger Transactions (page 106)

        Green's executive officers and directors may have interests in the merger transactions that may be different from, or in addition to, the interests of Green's shareholders generally. Such interests may include, but are not limited to, the rights to accelerated vesting of equity awards (including as if any performance vesting conditions were achieved at maximum levels), payments in connection with the termination of employment agreements with certain executive officers, and the right to indemnification and insurance coverage following the consummation of the merger transactions. In addition, pursuant to the merger agreement, following the consummation of the merger transactions, the board of directors of the combined company will consist of nine members, three of whom (Manuel Mehos, Steve Lerner and Don Ellis) are current members of the Green board of directors. Additionally, certain executive officers of Green have entered into employment agreements with Veritex to be effective upon the closing of the merger transactions, which we refer to as the closing, which provide for certain compensatory arrangements and severance entitlements upon an involuntary termination following the closing. These interests are described in more detail under the section entitled "The Merger Transactions—Interests of Green Directors and Executive Officers in the Merger Transactions."

Interests of Veritex Directors and Executive Officers in the Merger Transactions (page 112)

        Veritex's executive officers and directors may have interests in the merger transactions that may be different from, or in addition to, the interests of Veritex's shareholders generally. Such interests may include, but are not limited to, the full vesting of equity awards held by certain of Veritex's executive officers and directors upon the consummation of the merger transactions. The merger agreement also provides that six of nine initial directors of the combined company will be current members of the Veritex board of directors. These interests are described in more detail under the section entitled "The Merger Transactions—Interests of Veritex Directors and Executive Officers in the Merger Transactions."

Management and Board of Directors of Veritex after the Merger Transactions (page 105)

        Pursuant to the merger agreement, following the consummation of the merger transactions, the board of directors of Veritex will consist of nine members, with such board of directors of the combined company consisting of six members of the Veritex board of directors prior to the consummation of the merger transactions and Manuel Mehos, Steve Lerner and Don Ellis, each of whom is a member of the current Green board of directors. Following the consummation of the merger transactions, Malcolm Holland, the current Chairman and Chief Executive Officer of Veritex, will be the Chairman and Chief Executive Officer of the combined company and Terry Earley, current Chief Financial Officer of Green, will be the Chief Financial Officer of the combined company.

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Regulatory Approvals Required for the Merger Transactions (page 113)

        The completion of the merger transactions is subject to prior receipt of certain approvals and consents required to be obtained from applicable governmental and regulatory authorities. These approvals include approvals from, among others, the Federal Reserve and the Texas Department of Banking, or the TDB. In addition, the merger of Green Bank with and into Veritex Bank requires the approval of the Federal Reserve and the TDB under the Bank Merger Act and the Texas Finance Code, respectively, and notice to the Comptroller of the Currency, or the OCC. The U.S. Department of Justice has between 15 and 30 days following approval of the merger transactions by the Federal Reserve to challenge the approval on antitrust grounds. Notifications and/or applications requesting approval may be submitted to various other federal and state regulatory authorities and self-regulatory organizations. Although neither Green nor Veritex knows of any reason why Veritex cannot obtain regulatory approvals required to consummate the merger transactions in a timely manner, Green and Veritex cannot be certain when or if such approvals will be obtained.

Accounting Treatment (page 114)

        The merger will be accounted for as an acquisition by Veritex using the acquisition method of accounting in accordance with FASB ASC Topic 805, "Business Combinations." Accordingly, the assets (including identifiable intangible assets) and liabilities (including executory contracts and other commitments) of Green as of the effective time will be recorded at their respective fair values and added to those of Veritex. Any excess of purchase price over the net fair values is recorded as goodwill.

Public Trading Markets (page 114)

        Veritex common stock is listed on the Nasdaq Global Market under the symbol "VBTX." Green common stock is listed on the Nasdaq Global Select Market under the symbol "GNBC." Upon completion of the merger, Green common stock will be delisted from the Nasdaq Global Select Market and thereafter will be deregistered under the Exchange Act. The Veritex common stock issuable in the merger will be listed on the Nasdaq Global Market.

Appraisal and Dissenters' Rights (page 114)

        Under Texas law, Green shareholders will not be entitled to exercise any appraisal or dissenters' rights in connection with the merger transactions.

Litigation Related to the Merger Transaction (page 114)

        On September 19, 2018, one purported Green shareholder filed a putative shareholder derivative and class action lawsuit against Green, the members of the Green board, Veritex and Merger Sub in the District Court of Harris County, Texas, captioned Parshall v. Mehos, et al., C.A. No. 2018-65838. This action generally alleges that members of the Green board breached their fiduciary duties by approving the merger agreement and failing to disclose material information to Green shareholders. Plaintiff further alleges that Veritex and Merger Sub aided and abetted such alleged breaches.

        On September 25, 2018, one purported Green shareholder filed a putative class action complaint against Green and the members of the Green board in the United States District Court, Southern District of Texas, Houston Division, captioned Bushansky v. Green Bancorp, Inc., et al., Case 4:18-cv-03430. This action generally alleges that members of the Green board violated Sections 14(a) and 20(a) of the Securities Exchange Act of 1934 by omitting material information about the merger transactions. These actions seeks injunctive relief, unspecified damages, and an award of attorneys' fees and expenses.

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Agreement Not to Solicit Other Offers (page 127)

        Green has agreed that it and its subsidiaries will not, and will cause their respective representatives not to, directly or indirectly:

    solicit, initiate, encourage (including by providing information or assistance), facilitate or induce any acquisition proposal (as defined in "The Merger Agreement—Agreement Not to Solicit Other Offers");

    engage or participate in any discussions or negotiations regarding, or furnish or cause to be furnished to any person any confidential or nonpublic information or data with respect to, or take any other action to facilitate any inquiries or the making of any offer or proposal that constitutes, or may reasonably be expected to lead to, an acquisition proposal;

    approve, agree to, accept, endorse or recommend any acquisition proposal; or

    approve, agree to, accept, endorse or recommend, or propose to approve, agree to, accept, endorse or recommend any acquisition agreement (as defined in "The Merger Agreement—Agreement Not to Solicit Other Offers") contemplating or otherwise relating to any acquisition transaction (as defined in "The Merger Agreement—Agreement Not to Solicit Other Offers").

        Notwithstanding Green's non-solicitation obligations described above, if Green or any of its representatives receives an unsolicited written bona fide acquisition proposal by any person at any time prior to the requisite Green shareholder approval of the merger agreement, or the Green shareholder approval, that did not result from or arise in connection with a breach of its non-solicitation obligations then Green may furnish information to and enter into discussions and negotiations with respect to such acquisition proposal if the Green board of directors (or any duly and properly authorized committee thereof) has (i) determined, in its good faith judgment (after consultation with its financial advisors and outside legal counsel) that such acquisition proposal constitutes, or would reasonably be expected to lead to a superior proposal (as defined in "The Merger Agreement—Agreement Not to Solicit Other Offers") and that the failure to take such actions would reasonably likely cause it to violate its fiduciary duties under applicable law and (ii) obtained from such person an executed confidentiality agreement containing terms at least as restrictive with respect to such person as the terms of the confidentiality agreement with respect to Veritex. However, even if Green receives a superior proposal, Green may not terminate the merger agreement and is required to call a shareholder meeting to consider and vote upon the merger transactions.

Shareholder Meetings and Recommendation of Veritex and Green Boards of Directors (page 129)

        Each of Veritex and Green have agreed to hold a meeting of its shareholders as promptly as practicable after this joint proxy statement/prospectus is declared effective for the purpose of the Green shareholder approval, in the case of Green shareholders, and the requisite Veritex shareholder approval of the Veritex share issuance, in the case of Veritex shareholders, or the Veritex shareholder approval.

        The board of directors of each of Green and Veritex has agreed to recommend to its respective shareholders the approval of the Green merger proposal, in the case of Green, and the Veritex share issuance proposal, in the case of Veritex, and to include such recommendation in this joint proxy statement/prospectus and to use its respective reasonable best efforts to obtain, in the case of Green, the Green shareholder approval, and, in the case of Veritex, the Veritex shareholder approval. The board of directors of each of Green and Veritex and any committee thereof agreed to not withhold, withdraw, qualify or modify (or publicly propose to withhold, withdraw, qualify or modify) such recommendation in any manner adverse to Veritex or Green, respectively, take any action or make any public statement, filing or release inconsistent with such recommendation, or submit their respective merger proposals to its shareholders without such recommendation, which we refer to as a change in recommendation.

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        However, the Green board of directors may make a change in recommendation (including approving, endorsing or recommending any acquisition proposal), if Green has received a superior proposal (after giving effect to any revised offer from Veritex) and the Green board of directors has determined in good faith, after consultation with outside legal counsel, that the failure to take such action would be a violation of the directors' fiduciary duties under applicable law; provided, that the Green board of directors may not make a change in recommendation unless:

    Green has complied in all material respects with its non-solicit obligations described above;

    Green gives Veritex at least five days' notice of its intention to make a change in recommendation and a reasonable description of the events or circumstances giving rise to its determination to take such action;

    during such five-day period, Green has and has caused its financial advisors and outside legal counsel to, consider and negotiate with Veritex in good faith regarding any proposals, adjustments or modifications to the terms and conditions of the merger agreement proposed by Veritex; and

    the Green board of directors has determined in good faith, after consultation with outside legal counsel, considering the results of the negotiations described above and giving effect to any proposals, amendments or modifications proposed by Veritex that such superior proposal remains a superior proposal and that the failure to make a change in recommendation would be a violation of the directors' fiduciary duties under applicable law and, in which event, the Green board of directors may communicate the basis for its lack of recommendation to its shareholders.

        Any material amendment to any superior proposal will require a new determination and notice period.

Conditions to Consummation of the Merger Transactions (page 130)

        The respective obligation of each party to consummate the merger transactions is subject to the satisfaction or waiver at or prior to the effective time of the following conditions:

    approval of the Green merger proposal by the Green shareholders and the approval of the Veritex share issuance proposal by the Veritex shareholders;

    the receipt of all required regulatory approvals from the Federal Reserve, the TDB, the OCC, the Federal Deposit Insurance Corporation and any other regulatory authority, and any other regulatory approvals or consents contemplated by the merger agreement, the failure of which to obtain would reasonably be expected to have, individually or in the aggregate, a material adverse effect (as defined in "The Merger Agreement—Representations and Warranties") on Veritex and Green (considered as a consolidated entity), in each case required to consummate the transactions contemplated by the merger agreement, including the merger transactions, which we refer to as the requisite regulatory approvals, and expiration of all related statutory waiting periods;

    the absence of any law or order (whether temporary, preliminary or permanent) by any court or regulatory authority of competent jurisdiction prohibiting, restricting or making illegal consummation of the transactions contemplated by the merger agreement (including the merger transactions);

    the effectiveness of the registration statement of which this joint proxy statement/prospectus is a part under the Securities Act and the no stop order, action, suit, proceeding or investigation by the SEC to suspend the effectiveness of the registration statement;

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    the approval of the listing on the Nasdaq Global Market of the Veritex common stock to be issued pursuant to the merger; and

    the receipt of requisite regulatory approvals without the imposition of a burdensome condition (as defined in "The Merger Agreement—Covenants and Agreements").

        Each party's obligation to consummate the merger transactions is also subject to the satisfaction or waiver at or prior to the effective time of the following conditions:

    the accuracy of the representations and warranties of the other party in the merger agreement as of the date of the merger agreement and, in some instances, as of the effective time, subject to the materiality standards provided in the merger agreement;

    the performance by the other party in all material respects of all obligations of such party required to be performed by it under the merger agreement at or prior to the effective time;

    the receipt of a certificate from the other party to the effect that the two conditions described above have been satisfied; and

    in the case of Veritex, receipt of an opinion of Covington, and, in the case of Green, receipt of an opinion of Skadden, in each case, to the effect that the holdco mergers, taken together, will qualify as a "reorganization" within the meaning of the Code.

        We cannot be certain when, or if, the conditions to the merger transactions will be satisfied or waived, or that the merger transactions will be completed in the first quarter of 2019 or at all. As of the date of this joint proxy statement/prospectus, we have no reason to believe that any of these conditions will not be satisfied.

Termination of the Merger Agreement (page 130)

        Veritex and Green may mutually agree to terminate the merger agreement before completing the merger transactions, even after receiving the Veritex shareholder approval and/or the Green shareholder approval. In addition, either Veritex or Green may decide to terminate the merger agreement if:

    any regulatory authority denies a requisite regulatory approval and such denial is final and nonappealable, or any regulatory authority has issued an order, decree or ruling or taken any other action permanently restraining, enjoining or otherwise prohibiting the merger transactions, and such order, decree, ruling or other action is final and nonappealable, so long as such denial is not as a result of a failure of the terminating party to comply with its obligations under the merger agreement;

    the Green shareholders fail to approve the Green merger proposal, which we refer to as a no-vote termination;

    the Veritex shareholders fail to approve the Veritex share issuance proposal;

    the merger transactions have not been consummated by July 23, 2019, or the outside date, if the failure to consummate the transactions contemplated by the merger agreement on or before that date is not caused by the terminating party's breach of such merger agreement, which we refer to as an outside date termination;

    if there was a breach of any of the covenants or agreements or any of the representations or warranties (or any such representation or warranty ceases to be true) set forth in the merger agreement on the part of Green, in the case of a termination by Veritex, or Veritex, in the case of a termination by Green, which breach or failure to be true, individually or in the aggregate with all other breaches by such party (or failures of such representations or warranties to be

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      true), would constitute, if occurring or continuing on the date on which the merger becomes effective, or the closing date, the failure of a Green or Veritex condition to closing, and is not cured within 30 days following written notice or by its nature or timing cannot be cured during such period; provided that the terminating party is not then in material breach of any representation, warranty, covenant or other agreement contained in the merger agreement, which we refer to as a breach termination;

    if either or both of the Federal Reserve or TDB grants a requisite regulatory approval but such requisite regulatory approval contains a burdensome condition; provided, that the terminating party may only terminate the merger agreement pursuant to this section if such party uses its reasonable best efforts until the earlier of (i) 60 days following the grant of such requisite regulatory approval containing a burdensome condition, or (ii) the outside date, to cause the terms and/or conditions of such requisite regulatory approval containing such burdensome condition to be deleted or removed; or

    if the Federal Reserve or the TDB requests in writing that Veritex, Veritex Bank, Green, Green Bank, or any of their respective affiliates withdraw (other than for technical reasons), and not be permitted to resubmit within 60 days, any application with respect to any requisite regulatory approval with such regulatory authority.

        In addition, Veritex may terminate the merger agreement if the Green board of directors fails to recommend that the Green shareholders approve the Green merger proposal, effects a change in its recommendation, breaches its non-solicitation obligations with respect to acquisition proposals or fails to call, provide notice of, convene or hold the Green special meeting.

        In addition, Green may terminate the merger agreement if the Veritex board of directors fails to recommend that the Veritex shareholders approve the Veritex share issuance proposal or fails to call, provide notice of, convene or hold the Veritex special meeting.

Termination Fee (page 132)

        Green will pay Veritex a $40,000,000 termination fee if:

    (1) either Green or Veritex effects a no-vote termination or outside date termination (and the approval of the Green merger proposal has not been obtained), or (2) Veritex effects a breach termination and, in each case, prior to such termination, an acquisition proposal for Green has been made or an intention to make an acquisition proposal has been publicly announced, and, within 12 months of such termination, any acquisition proposal results in a definitive agreement or a completed transaction; or

    Veritex terminates the merger agreement because the Green board of directors has failed to recommend that the Green shareholders approve the Green merger proposal, effected a change in its recommendation, breached its non-solicitation obligations with respect to acquisition proposals or failed to call, provide notice of, convene or hold the Green special meeting.

        Veritex will pay Green a $40,000,000 million termination fee if:

    either Green or Veritex terminates the merger agreement as a result of the failure of Veritex shareholders to approve the Veritex share issuance proposal and, prior to such termination, an acquisition proposal for Veritex has been made or an intention to make an acquisition proposal has been publicly announced, and within 12 months of such termination, any such acquisition proposal results in a definitive agreement or a completed transaction; or

    Green terminates the merger agreement because the Veritex board of directors failed to recommend that the Veritex shareholders approve the Veritex share issuance proposal or failed to call, provide notice of, convene or hold the Veritex special meeting.

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        If Green or Veritex, as applicable, fails to pay any termination fee payable when due, then Green or Veritex, as applicable, must pay to Veritex or Green, as applicable, its costs and expenses (including attorneys' fees) in connection with collecting such fee, together with interest on the amount of such fee at the prime rate of Citibank, N.A. from the date such payment was due under the merger agreement until the date of payment.

Voting Agreements (page 133)

        In connection with entering into the merger agreement, the members of the board of directors of each of Green and Veritex, as well as certain shareholders of Green, have entered into voting agreements and have agreed to vote their shares of Green common stock and Veritex common stock, as applicable, (i) in the case of Green, in favor of the merger agreement, (ii) in the case of Veritex, in favor of the Veritex share issuance, (iii) in favor of certain other matters related to the merger transactions and (iv) against alternative transactions, subject to certain exceptions. The shareholders that are party to the voting agreements described in this paragraph beneficially own in the aggregate approximately 29.1% of the outstanding shares of Green common stock and 2.3% of the outstanding shares of Veritex common stock as of the applicable record date.

Material U.S. Federal Income Tax Consequences (page 135)

        Veritex and Green intend for the holdco mergers, taken together, to qualify as a "reorganization" within the meaning of Section 368(a) of the Code. As a condition to the respective obligations of Veritex and Green to each complete the merger transactions, Veritex shall receive an opinion from Covington and Green shall receive an opinion from Skadden, each to the effect that the holdco mergers, taken together, will qualify as a reorganization within the meaning of Section 368(a) of the Code. Neither Veritex nor Green currently intends to waive these conditions to the consummation of the merger transactions. In the event that Veritex or Green waives the condition to receive such tax opinion and the tax consequences of the holdco mergers, taken together, materially change, then Veritex and Green will recirculate appropriate soliciting materials and seek new approval of the merger transactions from the shareholders of Veritex and Green. If the holdco mergers, taken together, qualify as a reorganization within the meaning of Section 368(a) of the Code, for U.S. federal income tax purposes, a U.S. holder of Green common stock generally will not recognize gain or loss, except with respect to cash received instead of fractional shares of Veritex common stock.

        The U.S. federal income tax consequences described above may not apply to all holders of Green common stock. Your tax consequences will depend on your individual situation. Accordingly, we strongly urge you to consult an independent tax advisor for a full understanding of the particular tax consequences of the merger transactions to you.

Comparison of Shareholders' Rights (page 142)

        Upon completion of the merger transactions, the rights of former Green shareholders will be governed by Veritex's certificate of formation and bylaws, each as amended to date, which we refer to as Veritex's certificate of formation and bylaws, respectively. The rights associated with Green common stock are different from the rights associated with Veritex common stock, although both companies are organized under Texas law.

Risk Factors (page 44)

        Before voting at the Green special meeting or the Green special meeting, you should carefully consider all of the information contained in or incorporated by reference into this joint proxy statement/prospectus, including the risk factors set forth in the section entitled "Risk Factors" and described in Green's and Veritex's Annual Reports on Form 10-K for the fiscal year ended on December 31, 2017, and other reports filed with the SEC, which are incorporated by reference into this joint proxy statement/prospectus. Please see the section entitled "Where You Can Find More Information."

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SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA OF VERITEX

        The following table summarizes consolidated financial results achieved by Veritex as of and for each of the fiscal years ended December 31, 2017, 2016, 2015, 2014 and 2013. This information has been derived in part from, and should be read in conjunction with, Veritex's audited consolidated financial statements and the notes to the audited consolidated financial statements contained in reports that Veritex previously filed with the SEC. The following table also summarizes consolidated financial results achieved by Veritex as of and for each of the six months ended June 30, 2018 and 2017. This information has been derived in part from, and should be read in conjunction, with Veritex's unaudited consolidated financial statements and the notes to the unaudited consolidated financial statements contained in reports that Veritex previously filed with the SEC, and is not necessarily indicative of the results of operations for the full year or any other interim period, and management of Veritex believes that such amounts reflect all adjustments (consisting only of normal recurring adjustments) necessary for a fair presentation of its results of operations and financial position as of the dates and for the periods indicated. You should not assume the results of operations for past years and for the six months ended June 30, 2018 and 2017 indicate results for any future period. Historical financial information for Veritex can be found in its Quarterly Report on Form 10-Q for the quarter and six months ended June 30, 2018 and its Annual Report on Form 10-K for the year ended December 31, 2017. Please see the section entitled "Where You Can Find More Information" for instructions on how to obtain the information that has been incorporated by reference.


VERITEX HOLDINGS, INC. AND SUBSIDIARIES
(In thousands, except share and per share data)

 
  As of and For the Six
Months Ended June 30,
  As of and For the Years Ended December 31,  
 
  2018   2017   2017   2016   2015   2014   2013  

Selected Period-end Balance Sheet Data:

                                           

Total assets

  $ 3,133,627   $ 1,508,589   $ 2,945,583   $ 1,408,507   $ 1,039,551   $ 802,286   $ 664,946  

Cash and cash equivalents

    146,740     173,146     149,044     234,791     71,551     93,251     76,646  

Investment securities

    252,187     134,708     228,117     102,559     75,813     45,127     45,604  

Total loans(1)

    2,418,908     1,122,468     2,233,518     991,897     820,567     603,310     495,270  

Allowance for loan losses

    14,842     9,740     12,808     8,524     6,772     5,981     5,018  

Goodwill

    161,447     26,865     159,452     26,865     26,865     19,148     19,148  

Intangibles

    17,482     2,171     20,441     2,181     2,410     1,261     1,567  

Noninterest-bearing deposits

    611,315     337,057     612,830     327,614     301,367     251,124     218,990  

Interest-bearing deposits

    1,879,103     874,050     1,665,800     792,016     567,043     387,619     354,948  

Total deposits

    2,490,418     1,211,107     2,278,630     1,119,630     868,410     638,743     573,938  

Advances from FHLB

    108,092     38,235     71,164     38,306     28,444     40,000     15,000  

Other borrowings

    16,690     8,039     31,689     8,035     8,027     8,019     8,047  

Total stockholders' equity

    508,441     247,602     488,929     239,088     132,046     113,312     66,239  

Selected Income Statement Data:

                                           

Net interest income

  $ 56,726   $ 23,629   $ 68,508   $ 40,955   $ 31,459   $ 25,340   $ 21,041  

Provision for loan losses

    2,182     1,833     5,114     2,050     868     1,423     1,883  

Net interest income after provision for loan losses

    54,544     21,796     63,394     38,905     30,591     23,917     19,158  

Noninterest income

    5,373     3,301     7,576     6,503     3,704     2,496     2,391  

Noninterest expense

    33,475     15,232     42,789     26,390     21,388     18,503     16,364  

Income before income tax

    26,442     9,865     28,181     19,018     12,907     7,910     5,185  

Income tax expense

    5,861     3,152     13,029     6,467     4,117     2,705     1,777  

Net income

    20,581     6,713     15,152     12,551     8,790     5,205     3,408  

Preferred dividends

            42         98     80     60  

Net income available to common stockholders

  $ 20,581   $ 6,713   $ 15,110   $ 12,551   $ 8,692   $ 5,125   $ 3,348  

Share Data:

                                           

Basic earnings per common share

  $ 0.85   $ 0.44   $ 0.82   $ 1.16   $ 0.86   $ 0.73   $ 0.58  

Diluted earnings per common share

    0.84     0.43     0.80     1.13     0.84     0.72     0.57  

Book value per common share(2)

    21.03     16.25     20.28     15.73     12.33     11.12     10.03  

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  As of and For the Six
Months Ended June 30,
  As of and For the Years Ended December 31,  
 
  2018   2017   2017   2016   2015   2014   2013  

Tangible book value per common share(3)

    13.63     14.35     12.75     13.82     9.59     8.96     6.46  

Basic weighted-average common shares outstanding

    24,138,675     15,205,363     18,403,894     10,849,331     10,061,015     6,991,585     5,787,810  

Diluted weighted-average common shares outstanding

    24,526,675     15,632,973     18,809,894     11,058,118     10,332,158     7,152,328     5,848,810  

Performance Ratios:

                                           

Return on average assets(4)

    1.36 %   0.90 %   0.76 %   1.06 %   0.98 %   0.75 %   0.58 %

Return on average equity(4)

    8.23     5.50     4.55     8.80     6.94     6.28     5.27  

Net interest margin(5)

    4.26     3.37     3.77     3.72     3.80     3.78     3.96  

Efficiency ratio(6)

    53.91     56.56     56.24     55.61     60.83     66.47     69.84  

Loans to deposits ratio

    97.13     92.68     98.02     88.59     94.50     94.45     86.3  

Noninterest expense to average assets(4)

    2.21     2.05     2.16     2.22     2.38     2.71     2.80  

Summary Credit Quality Ratios:

                                           

Nonperforming assets to total assets

    0.16 %   0.13 %   0.03 %   0.17 %   0.11 %   0.07 %   0.44 %

Nonperforming loans to total loans

    0.20     0.14     0.02     0.18     0.08     0.07     0.23  

Allowance for loan losses to nonperforming loans

    305.08     637.02     2,651.76     479.95     1,003.26     1,371.79     445.65  

Allowance for loan losses to total loans

    0.61     0.87     0.57     0.86     0.83     0.99     1.01  

Net charge-offs to average loans outstanding

            0.06     0.03     0.01     0.08     0.02  

Capital Ratios:

                                           

Total stockholders' equity to total assets

    16.23 %   16.41 %   16.60 %   16.97 %   12.70 %   14.12 %   9.96 %

Tangible common equity to tangible assets(7)

    11.15     14.77     11.12     15.23     10.17     10.86     5.82  

Tier 1 capital to average assets(4)

    12.08     15.09     12.92     16.82     10.75     12.66     8.06  

Tier 1 capital to risk-weighted assets

    12.60     18.17     12.48     20.72     12.85     15.45     9.75  

Common equity tier 1 (to risk-weighted assets)

    12.17     17.92     11.41     20.42     12.48     n/a     n/a  

Total capital to risk-weighted assets

    13.31     19.37     13.16     22.02     14.25     17.21     11.74  

(1)
Total loans does not include loans held for sale and deferred fees. Loans held for sale were $453 thousand at June 30, 2018, $4.1 million at June 30, 2017, $0.8 million at December 31, 2017, $5.2 million at December 31, 2016, $2.8 million at December 31, 2015, $8.9 million at December 31, 2014, and $2.1 million at December 31, 2013. Deferred fees were $22 thousand at June 30, 2018, $41 thousand at June 30, 2017, $28 thousand at December 31, 2017, $55 thousand at December 31, 2016, $62 thousand at December 31, 2015, $51 thousand at December 31, 2014, and $94 thousand at December 31, 2013.

(2)
Book value per common share is calculated as stockholders' equity less preferred stock at the end of the relevant period divided by the outstanding number of shares of Veritex common stock at the end of the relevant period.

(3)
Tangible book value per common share is calculated as total stockholders' equity less preferred stock, goodwill, and intangible assets, net of accumulated amortization, divided by the outstanding number of shares of Veritex common stock, in each case, at the end of the relevant period. Tangible book value per common share is a non-GAAP financial measure, and, based upon the calculation of tangible book value per common share, the most directly comparable accounting principles generally accepted in the United States, or GAAP, financial measure is total stockholders' equity per common share. See the reconciliation of non-GAAP financial measures to their most directly comparable GAAP financial measures under the caption "Veritex Non-GAAP Financial Measures."

(4)
Except as otherwise indicated in this footnote, average assets and average equity for a period is calculated by dividing the sum of total assets or total stockholders' equity, as the case may be, as of the close of business on each day in the relevant period, by the number of days in the period. Return on average assets and return on average equity for a period is calculated by dividing net income for that period by average assets and average equity, as the case may be, for that period.

(5)
Net interest margin represents net interest income, annualized on a fully tax equivalent basis, divided by average interest-earning assets.

(6)
Efficiency ratio represents noninterest expense divided by the sum of net interest income and noninterest income.

(7)
Tangible common equity is calculated as total stockholders' equity less preferred stock, goodwill, and intangible assets, net of accumulated amortization, and tangible assets is calculated as total assets less goodwill and intangible assets, net of accumulated amortization. Tangible common equity to tangible assets is a non-GAAP financial measure, and, based upon the calculation of tangible common equity to tangible assets, the most directly comparable GAAP financial measure is total stockholders' equity to total assets. See the reconciliation of non-GAAP financial measures to their most directly comparable GAAP financial measures under the caption "Veritex Non-GAAP Financial Measures."

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Veritex Non-GAAP Financial Measures

        Veritex's accounting and reporting policies conform to GAAP and the prevailing practices in the banking industry. However, Veritex also evaluates its performance based on certain additional financial measures discussed herein as being non-GAAP financial measures. Veritex classifies a financial measure as being a non-GAAP financial measure if that financial measure excludes or includes amounts, or is subject to adjustments that have the effect of excluding or including amounts, that are included or excluded, as the case may be, in the most directly comparable measure calculated and presented in accordance with GAAP, as in effect from time to time in the United States, in Veritex's statements of income, balance sheets or statements of cash flows. Non-GAAP financial measures do not include operating and other statistical measures or ratios or statistical measures calculated using exclusively either financial measures calculated in accordance with GAAP, operating measures or other measures that are not non-GAAP financial measures or both.

        The non-GAAP financial measures that Veritex discusses herein should not be considered in isolation or as a substitute for the most directly comparable or other financial measures calculated in accordance with GAAP. Moreover, the manner in which Veritex calculates the non-GAAP financial measures may differ from that of other companies' reporting measures with similar names. You should understand how such other banking organizations calculate their financial measures similar or with names similar to the non-GAAP financial measures Veritex discusses herein when comparing such non-GAAP financial measures. The non-GAAP measures used by Veritex include the following:

    Tangible common equity is defined as total stockholders' equity less goodwill and other intangible assets;

    Tangible assets is defined as total assets less goodwill and other intangible assets;

    Tangible common equity to tangible assets is a ratio that is determined by dividing tangible common equity by tangible assets; and

    Tangible book value per common share is determined by dividing tangible common equity by common shares outstanding.

        The following reconciliation table provides a more detailed analysis of the non-GAAP financial measures:

 
  As of June 30,   As of December 31,  
 
  2018   2017   2017   2016   2015   2014   2013  
 
   
   
  (In thousands, except per share data)
 

Tangible Common Equity

                                           

Total stockholders' equity

  $ 508,441   $ 247,602   $ 488,929   $ 239,088   $ 132,046   $ 113,312   $ 66,239  

Adjustments:

                                           

Preferred stock

                        (8,000 )   (8,000 )

Goodwill

    (161,447 )   (26,865 )   (159,452 )   (26,865 )   (26,865 )   (19,148 )   (19,148 )

Intangible assets

    (17,482 )   (2,171 )   (22,165 )   (2,181 )   (2,410 )   (1,261 )   (1,567 )

Total tangible common equity

  $ 329,512   $ 218,566   $ 307,312   $ 210,042   $ 102,771   $ 84,903   $ 37,524  

Tangible Assets

                                           

Total assets

  $ 3,133,627   $ 1,508,589   $ 2,945,583   $ 1,408,507   $ 1,039,551   $ 802,231   $ 664,946  

Adjustments:

                                           

Goodwill

    (161,447 )   (26,865 )   (159,452 )   (26,865 )   (26,865 )   (19,148 )   (19,148 )

Intangible assets

    (17,482 )   (2,171 )   (22,165 )   (2,181 )   (2,410 )   (1,261 )   (1,567 )

Total tangible assets

  $ 2,954,698   $ 1,479,553   $ 2,763,966   $ 1,379,461   $ 1,010,276   $ 781,822   $ 644,231  

Tangible Common Equity to Tangible Assets

    11.15 %   14.77 %   11.12 %   15.23 %   10.17 %   10.86 %   5.82 %

Common shares outstanding

    24,181     15,233     24,110     15,195     10,712     9,471     5,805  

Book value per common share

  $ 21.03   $ 16.25   $ 20.28   $ 15.73   $ 12.33   $ 11.12   $ 10.03  

Tangible book value per common share

  $ 13.63   $ 14.35   $ 12.75   $ 13.82   $ 9.59   $ 8.96   $ 6.46  

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SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA OF GREEN

        The following table summarizes consolidated financial results achieved by Green as of and for each of the fiscal years ended December 31, 2017, 2016, 2015, 2014 and 2013. This information has been derived in part from, and should be read in conjunction with, Green's audited consolidated financial statements and the notes to the audited consolidated financial statements contained in reports that Green previously filed with the SEC. The following table also summarizes consolidated financial results achieved by Green as of and for each of the six months ended June 30, 2018 and 2017. This information has been derived in part from, and should be read in conjunction, with Green's unaudited consolidated financial statements and the notes to the unaudited consolidated financial statements contained in reports that Green previously filed with the SEC, and is not necessarily indicative of the results of operations for the full year or any other interim period, and management of Green believes that such amounts reflect all adjustments (consisting only of normal recurring adjustments) necessary for a fair presentation of its results of operations and financial position as of the dates and for the periods indicated. You should not assume the results of operations for past years and for the six months ended June 30, 2018 and 2017 indicate results for any future period. Historical financial information for Green can be found in its Quarterly Report on Form 10-Q for the quarter and six months ended June 30, 2018 and its Annual Report on Form 10-K for the year ended December 31, 2017. Please see the section entitled "Where You Can Find More Information" for instructions on how to obtain the information that has been incorporated by reference.


GREEN BANCORP, INC. AND SUBSIDIARIES
(In thousands, except share and per share data)

 
  As of and For the Six
Months Ended June 30,
  As of and For the Years Ended December 31,  
 
  2018   2017   2017   2016   2015   2014   2013  
 
   
   
  (Dollars in thousands, except per share data)
 

Selected Period-end Balance Sheet Data:

                                           

Total assets

  $ 4,391,677   $ 4,185,697   $ 4,261,916   $ 4,024,822   $ 3,786,157   $ 2,196,135   $ 1,703,127  

Cash and cash equivalents

    231,251     134,995     140,681     389,007     124,906     68,923     34,757  

Investment securities

    699,863     718,750     718,814     310,124     318,151     238,278     255,515  

Total loans

    3,227,100     3,141,385     3,197,641     3,122,209     3,131,053     1,799,728     1,359,415  

Allowance for loan losses

    35,086     31,991     31,220     26,364     32,947     15,605     16,361  

Goodwill

    85,291     85,291     85,291     85,291     85,291     30,129     15,672  

Intangibles

    7,881     9,215     8,503     9,975     11,562     4,148     984  

Noninterest-bearing deposits

    824,753     683,656     803,210     650,064     643,354     431,942     282,227  

Interest-bearing deposits

    2,601,297     2,676,766     2,593,933     2,724,636     2,457,394     1,413,771     1,165,145  

Total deposits

    3,426,050     3,360,422     3,397,143     3,374,700     3,100,748     1,845,713     1,447,372  

Advances from FHLB

    412,000     305,000     325,000     150,000     223,265     47,586     46,858  

Other borrowings

    48,019     47,454     47,737     47,492     13,187          

Total stockholders' equity

    479,493     451,741     463,795     430,482     429,402     288,405     199,218  

Selected Income Statement Data:

                                           

Net interest income

  $ 78,003   $ 67,948   $ 141,047   $ 133,628   $ 97,608   $ 70,177   $ 57,042  

Provision for loan losses

    11,560     7,655     14,360     64,700     17,864     2,693     2,373  

Net interest income after provision for loan losses

    66,443     60,293     126,687     68,928     79,744     67,484     54,669  

Noninterest income

    10,643     11,194     18,512     14,196     12,187     8,056     4,812  

Noninterest expense

    44,698     40,450     84,099     84,498     66,178     52,433     39,965  

Income before income tax

    32,388     31,037     61,100     (1,374 )   25,753     23,107     19,516  

Income tax expense

    6,605     10,927     26,964     (402 )   10,314     8,365     6,906  

Net income

  $ 25,783   $ 20,110   $ 34,136   $ (972 ) $ 15,439   $ 14,742   $ 12,610  

Share Data:

                                           

Basic earnings per common share

  $ 0.69   $ 0.54   $ 0.92   $ (0.03 ) $ 0.54   $ 0.65   $ 0.61  

Diluted earnings per common share

    0.69     0.54     0.92     (0.03 )   0.53     0.64     0.60  

Book value per common share

    12.86     12.20     12.50     11.64     11.67     11.02     9.59  

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  As of and For the Six
Months Ended June 30,
  As of and For the Years Ended December 31,  
 
  2018   2017   2017   2016   2015   2014   2013  
 
   
   
  (Dollars in thousands, except per share data)
 

Tangible book value per common share(2)

    10.36     9.65     9.97     9.06     9.04     9.71     8.79  

Basic weighted-average common shares outstanding

    37,219,171     37,006,747     37,043,230     36,676,929     28,838,638     22,625,127     20,748,299  

Diluted weighted-average common shares outstanding

    37,613,173     37,233,857     37,296,930     36,676,929     29,095,638     22,915,268     20,880,187  

Performance Ratios:

                                           

Return on average assets(3)

    1.23 %   1.00 %   0.83 %   (0.03 )%   0.58 %   0.79 %   0.75 %

Return on average equity(3)

    11.09     9.21     7.57     (0.22 )   4.68     6.33     6.53  

Net interest margin(4)

    3.91     3.55     3.60     3.65     3.84     3.88     3.47  

Efficiency ratio(5)

    50.42     51.11     52.71     57.16     60.27     67.02     64.61  

Loans to deposits ratio

    94.05     92.95     93.92     91.81     100.96     97.48     93.92  

Noninterest expense to average assets(3)

    2.13     2.01     2.04     2.19     2.49     2.80     2.37  

Summary Credit Quality Ratios:

                                           

Nonperforming assets to total assets

    1.36 %   1.80 %   1.68 %   2.64 %   1.51 %   0.55 %   1.38 %

Nonperforming loans to total loans

    1.82     2.33     2.22     3.05     1.44     0.40     1.23  

Allowance for loan losses to nonperforming loans

    59.68     43.88     44.09     27.90     73.14     219.26     97.69  

Allowance for loan losses to total loans

    1.09     1.02     0.98     0.85     1.05     0.87     1.20  

Net charge-offs to average loans outstanding

    0.25     0.07     0.31     2.28     0.02     0.23     0.01  

Capital Ratios:

                                           

Total stockholders' equity to total assets

    10.92 %   10.79 %   10.88 %   10.70 %   11.34 %   13.13 %   11.70 %

Tangible common equity to tangible assets(6)

    8.99     8.73     8.88     8.53     9.01     11.76     10.83  

Tier 1 capital to average assets(3)

    10.00     9.30     9.50     9.10     9.20     12.10     10.30  

Tier 1 capital to risk-weighted assets

    11.30     10.50     10.90     10.10     9.60     13.10     11.40  

Common equity tier 1 (to risk-weighted assets)

    10.90     10.10     10.50     9.70     9.6     n/a     n/a  

Total capital to risk-weighted assets

    13.20     12.40     12.70     11.80     10.50     14.00     12.50  

(1)
During 2015 and 2014, Green completed a total of two acquisitions. These acquisitions increased total assets, gross loans and deposits on their respective acquisition date as detailed below.
(dollars in millions)
  Acquisition Date   Total Assets   Total Loans   Deposits  

SharePlus

    October 17, 2014     308.0     251.2     270.0  

Patriot

    October 1, 2015     1,365.9     1,081.1     1,086.5  
(2)
Tangible book value per common share is calculated as total shareholders' equity less goodwill and core deposit intangibles, net of accumulated amortization, divided by the outstanding number of shares of Green common stock, in each case, at the end of the relevant period. Tangible book value per common share is a non-GAAP financial measure, and, based upon the calculation of tangible book value per common share, the most directly comparable GAAP financial measure is book value per common share. See the reconciliation of non-GAAP financial measures to their most directly comparable GAAP financial measures under the caption "Green Non-GAAP Financial Measures."

(3)
Average assets and average equity for a period is calculated by dividing the sum of total assets or total shareholders' equity, as the case may be, as of the close of business on each day in the relevant period, by the number of days in the period. Return on average assets and return on average equity for a period is calculated by dividing net income for that period (annualized) by average assets and average equity, as the case may be, for that period.

(4)
Net interest margin represents net interest income divided by average interest-earning assets.

(5)
Efficiency ratio represents noninterest expense divided by the sum of net interest income and noninterest income.

(6)
Tangible common equity is calculated as total shareholders' equity less goodwill and core deposit intangibles, net of accumulated amortization, and tangible assets is calculated as total assets less goodwill and core deposit intangibles, net of accumulated amortization. Tangible common equity to tangible assets is a non-GAAP financial measure, and, based upon the calculation of tangible common equity to tangible assets, the most directly comparable GAAP financial measure is total shareholders' equity to total assets. See the reconciliation of non-GAAP financial measures to their most directly comparable GAAP financial measures under the caption "Green Non-GAAP Financial Measures."

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Green Non-GAAP Financial Measures

        Green's accounting and reporting policies conform to GAAP and the prevailing practices in the banking industry. However, Green also evaluates its performance based on certain additional financial measures discussed herein as being non-GAAP financial measures. Green classifies a financial measure as being a non-GAAP financial measure if that financial measure excludes or includes amounts, or is subject to adjustments that have the effect of excluding or including amounts, that are included or excluded, as the case may be, in the most directly comparable measure calculated and presented in accordance with GAAP, as in effect from time to time in the United States, in Green's statements of income, balance sheets or statements of cash flows. Non-GAAP financial measures do not include operating and other statistical measures or ratios or statistical measures calculated using exclusively either financial measures calculated in accordance with GAAP, operating measures or other measures that are not non-GAAP financial measures or both.

        The non-GAAP financial measures that Green discusses herein should not be considered in isolation or as a substitute for the most directly comparable or other financial measures calculated in accordance with GAAP. Moreover, the manner in which Green calculates the non-GAAP financial measures may differ from that of other companies' reporting measures with similar names. You should understand how such other banking organizations calculate their financial measures similar or with names similar to the non-GAAP financial measures Green discusses herein when comparing such non-GAAP financial measures. The non-GAAP measures used by Green include the following:

    Tangible common equity is defined as total stockholders' equity less goodwill and other intangible assets;

    Tangible assets is defined as total assets less goodwill and other intangible assets;

    Tangible common equity to tangible assets is a ratio that is determined by dividing tangible common equity by tangible assets; and

    Tangible book value per common share is determined by dividing tangible common equity by common shares outstanding.

        The following reconciliation table provides a more detailed analysis of the non-GAAP financial measures:

 
  As of June 30,   As of December 31,  
 
  2018   2017   2017   2016   2015   2014   2013  
 
   
   
  (In thousands, except per share data)
 

Tangible Common Equity

                                           

Total stockholders' equity

  $ 479,493   $ 451,741   $ 463,795   $ 430,482   $ 429,402   $ 288,405   $ 199,218  

Adjustments:

                                           

Goodwill

    (85,291 )   (85,291 )   (85,291 )   (85,291 )   (85,291 )   (30,129 )   (15,672 )

Intangible assets

    (7,881 )   (9,215 )   (8,503 )   (9,975 )   (11,562 )   (4,148 )   (984 )

Total tangible common equity

  $ 386,321   $ 357,235   $ 370,001   $ 335,216   $ 332,549   $ 254,128   $ 182,562  

Tangible Assets

                                           

Total assets

  $ 4,391,677   $ 4,185,697   $ 4,261,916   $ 4,024,822   $ 3,786,157   $ 2,196,135   $ 1,703,127  

Adjustments:

                                           

Goodwill

    (85,291 )   (85,291 )   (85,291 )   (85,291 )   (85,291 )   (30,129 )   (15,672 )

Intangible assets

    (7,881 )   (9,215 )   (8,503 )   (9,975 )   (11,562 )   (4,148 )   (984 )

Total tangible assets

  $ 4,298,505   $ 4,091,191   $ 4,168,122   $ 3,929,556   $ 3,689,304   $ 2,161,858   $ 1,686,471  

Tangible Common Equity to Tangible Assets

    8.99 %   8.73 %   8.88 %   8.53 %   9.01 %   11.76 %   10.83 %

Common shares outstanding

    37,289     37,035     37,103     36,988     36,788     26,176     20,771  

Book value per common share

  $ 12.86   $ 12.20   $ 12.50   $ 11.64   $ 11.67   $ 11.02   $ 9.59  

Tangible book value per common share

  $ 10.36   $ 9.65   $ 9.97   $ 9.06   $ 9.04   $ 9.71   $ 8.79  

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UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

        The following unaudited pro forma condensed combined financial statements are based on the separate historical financial statements of Veritex and Green and give effect to the Veritex acquisition of Sovereign Bancshares, Inc., or Sovereign, on August 1, 2017, which we refer to as the Sovereign acquisition, including pro forma assumptions and adjustments related to the Sovereign acquisition, and the potential merger of Veritex and Green, including pro forma assumptions and adjustments related to the merger transactions, as described in the accompanying notes to the unaudited pro forma condensed combined financial statements. The unaudited pro forma condensed combined balance sheet as of June 30, 2018 is presented as if the merger transactions occurred on June 30, 2018. The unaudited pro forma condensed combined statements of earnings for the year ended December 31, 2017 and the six months ended June 30, 2018 are presented as if the merger transactions and the Sovereign acquisition each occurred on January 1, 2017. The historical consolidated financial information has been adjusted on a pro forma basis to reflect factually supportable items that are directly attributable to the merger transactions and the Sovereign acquisition and, with respect to the statements of earnings only, expected to have a continuing impact on consolidated results of operations.

        The unaudited pro forma condensed combined financial statements have been prepared using the acquisition method of accounting for business combinations under GAAP. Veritex is the acquirer for accounting purposes. Certain reclassifications have been made to the historical financial statements of Green to conform to the presentation in Veritex's financial statements.

        A final determination of the fair values of Green's assets and liabilities, which cannot be made prior to the completion of the merger transactions, will be based on the actual net tangible and intangible assets of Green that exist as of the date of completion of the merger transactions. Consequently, fair value adjustments and amounts preliminarily allocated to goodwill and identifiable intangibles could change significantly from those allocations used in the unaudited pro forma condensed combined financial statements presented herein and could result in a material change in amortization of acquired intangible assets. In addition, the value of the final merger consideration will be based on the closing price of Veritex common stock on the closing date of the merger. The closing price of Veritex common stock on August 27, 2018 was used for purposes of presenting the pro forma condensed combined financial information.

        In connection with the plan to integrate the operations of Veritex and Green following the completion of the merger transactions, Veritex anticipates that nonrecurring charges, such as costs associated with systems implementation, severance and other costs related to exit or disposal activities, will be incurred. Veritex is not able to determine the timing, nature and amount of these charges as of the date of this joint proxy statement/prospectus. However, these charges will affect the results of operations of Veritex and Green, as well as those of the combined company following the completion of the merger transactions, in the period in which they are recorded. The unaudited pro forma condensed combined statements of earnings do not include the effects of the costs associated with any restructuring or integration activities resulting from the merger transactions, as they are nonrecurring in nature and not factually supportable at this time. Additionally, the unaudited pro forma adjustments do not give effect to any nonrecurring or unusual restructuring charges that may be incurred as a result of the integration of Veritex and Green or any anticipated disposition of assets that may result from such integration.

        The actual amounts recorded as of the completion of the merger transactions may differ materially from the information presented in these unaudited pro forma condensed combined financial statements as a result of:

    changes in the trading price for Veritex common stock;

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    net cash used or generated in Veritex's or Green's respective operations between the signing of the merger agreement and completion of the merger transactions;

    changes in the fair values of Veritex's or Green's respective assets and liabilities;

    other changes in Veritex's or Green's respective net assets that occur prior to the completion of the merger transactions, which could cause material changes in the information presented below; and

    the actual financial results of the combined company.

        The unaudited pro forma condensed combined financial statements are provided for informational purposes only. The unaudited pro forma condensed combined financial statements are not necessarily, and should not be assumed to be, an indication of the results that would have been achieved had the merger transactions been completed as of the dates indicated or that may be achieved in the future. The preparation of the unaudited pro forma condensed combined financial statements and related adjustments required management to make certain assumptions and estimates. The unaudited pro forma condensed combined financial statements should be read together with:

    the accompanying notes to the unaudited pro forma condensed combined financial statements;

    Veritex's separate audited historical consolidated financial statements and accompanying notes as of and for the year ended December 31, 2017, included in Veritex's Annual Report on Form 10-K for the year ended December 31, 2017, incorporated by reference herein;

    Green's separate audited historical consolidated financial statements and accompanying notes as of and for the year ended December 31, 2017, included in Green's Annual Report on Form 10-K for the year ended December 31, 2017, incorporated by reference herein;

    Veritex's separate unaudited historical consolidated financial statements and accompanying notes as of and for the three and six months ended June 30, 2018, included in Veritex's Quarterly Report on Form 10-Q for the quarter ended June 30, 2018, incorporated by reference herein;

    Green's separate unaudited historical consolidated financial statements and accompanying notes as of and for the three and six months ended June 30, 2018, included in Green's Quarterly Report on Form 10-Q for the quarter ended June 30, 2018, incorporated by reference herein;

    Sovereign's separate unaudited historical consolidated financial statements and accompanying notes as of the for the six months ended June 30, 2017, included in Veritex's Current Report on Form 8-K filed with the SEC on August 1, 2017, incorporated by reference herein; and

    other information pertaining to Veritex and Green contained in or incorporated by reference into this document. Please see the sections entitled "Selected Historical Consolidated Financial Data of Veritex" and "Selected Historical Consolidated Financial Data of Green."

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VERITEX HOLDINGS, INC./GREEN BANCORP, INC.
UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
JUNE 30, 2018
(In thousands)

 
  Six Months Ended June 30, 2018  
 
  Veritex   Green    
  Pro Forma  
 
  6/30/2018
(as reported)
  6/30/2018
(as reported)
  Pro Forma
Adjustments
  Notes   6/30/2018
Combined
 

ASSETS

                               

Cash and cash equivalents

  $ 146,740   $ 231,251   $ (41,163 )   (A ) $ 336,828  

Investment securities

    252,187     699,863     (537 )   (B )   951,513  

Loans held for sale

    453     4,992               5,445  

Loans, net

    2,404,044     3,187,022     (28,203 )   (C )   5,562,863  

Accrued interest receivable

    8,137     11,855               19,992  

Bank-owned life insurance

    21,767     56,066               77,833  

Bank premises, furniture and equipment, net

    76,348     29,178     (3,000 )   (D )   102,526  

Non-marketable equity securities

    27,086     42,962               70,048  

Investment in unconsolidated subsidiary

    352                   352  

Other real estate owned and repossessed assets

        802     (802 )   (E )    

Intangible assets, net

    17,482     7,881     33,901     (F )   59,264  

Goodwill

    161,447     85,291     501,424     (G )   748,162  

Other assets

    15,831     34,514     10,922     (H )   61,267  

Branch assets held for sale

  $ 1,753   $   $         $ 1,753  

Total assets

  $ 3,133,627   $ 4,391,677   $ 472,542         $ 7,997,846  

LIABILITIES AND STOCKHOLDERS' EQUITY

                               

Deposits:

                               

Noninterest-bearing

  $ 611,315   $ 824,753   $         $ 1,436,068  

Interest-bearing

    1,879,103     2,601,297     6,979     (I )   4,487,379  

Total deposits

    2,490,418     3,426,050     6,979           5,923,447  

Accounts payable and accrued expenses

    4,130     9,669               13,799  

Accrued interest payable and other liabilities

    5,856     12,305               18,161  

Securities sold under agreements to repurchase

        4,141               4,141  

Advances from Federal Home Loan Bank

    108,092     412,000               520,092  

Junior subordinated debentures

    11,702     14,238     4,505     (J )   30,445  

Subordinated notes

    4,988     33,781     3,568     (K )   42,337  

Total liabilities

    2,625,186     3,912,184     15,052           6,552,422  

Commitments and contingencies

                               

Stockholders' equity:

                               

Preferred stock

                       

Common stock

    242     375     (76 )   (L )   541  

Additional paid-in capital

    447,234     392,010     565,950     (M )   1,405,194  

Retained earnings

    65,208     106,416     (127,692 )   (N )   43,932  

Unallocated Employee Stock Ownership Plan shares

    (106 )                 (106 )

Accumulated other comprehensive income (loss)

    (4,067 )   (18,055 )   18,055     (O )   (4,067 )

Treasury stock

    (70 )   (1,253 )   1,253     (P )   (70 )

Total stockholders' equity

    508,441     479,493     457,490           1,445,424  

Total liabilities and stockholders' equity

  $ 3,133,627   $ 4,391,677   $ 472,542         $ 7,997,846  

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Balance Sheet Pro Forma Accounting Adjustments Notes as of June 30, 2018

(A)

 

Adjustments to cash and cash equivalents:

       

 

To reflect Green's estimated transaction costs comprised of change in control and severance payments of $8.7 million, investment banker fees of $9.1 million and other transaction costs of $3.8 million

 
$

(21,626

)

 

To reflect Veritex's estimated transaction costs comprised of change in control and severance and retention payments of $7.0 million, investment banker fees of $6.3 million, and other transaction costs of $5.2 million

    (18,530 )

 

To reflect $1.0 million cash portion of merger consideration

    (1,007 )

      $ (41,163 )

(B)

 

Adjustment to investment securities:

       

 

To reflect estimated fair value of held for sale investment securities

   
(537

)

(C)

 

Adjustment to loans, net:

       

 

To eliminate Green's allowance for loan loss

  $ 35,086  

 

To reflect estimated fair value of loan portfolio comprised of a credit mark of $53.7 million and an interest rate mark of $23.5 million

    (77,152 )

 

To eliminate Green's ASC 310-20 fees and acquired loans net purchase discount

    13,863  

      $ (28,203 )

(D)

 

Adjustment to bank premises, furniture and equipment, net:

       

 

To reflect estimated fair value of bank premises, furniture and equipment

 
$

(3,000

)

(E)

 

Adjustment to other real estate owned and repossessed assets:

       

 

To reflect estimated fair value of other real estate owned and repossessed assets

 
$

(802

)

(F)

 

Adjustment to intangible assets, net:

       

 

To eliminate Green's core deposit intangible (CDI)

 
$

(7,881

)

 

To reflect estimated fair value of CDI in the merger calculated using 2.00% of the acquired non-time deposits

   
41,782
 

      $ 33,901  

(G)

 

Adjustment to goodwill:

       

 

To eliminate Green's historical goodwill

 
$

(85,291

)

 

To reflect goodwill for amount of consideration assumed in excess of fair value of assets received and liabilities assumed

   
586,715
 

      $ 501,424  

(H)

 

Adjustments to other assets:

       

 

To reflect Green's current tax recoverable from estimated transaction costs which is comprised of $10.5 million of estimated non-facilitative transaction costs and a deductible $6.4 million success-based investment banker fee using the 70% safe harbor election multiplied by a tax rate of 21%

 
$

3,548
 

 

To reflect Veritex's current tax recoverable from estimated transaction costs which is comprised of $18.2 million of estimated non-facilitative transaction costs and a deductible $3.2 million success-based investment banker fee using the 70% safe harbor election multiplied by a tax rate of 21%

    4,499  

 

To reflect fair market value adjustment on deferred tax accounts

    2,875  

      $ 10,922  

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Table of Contents

(I)

 

Adjustments to interest-bearing deposits:

       

 

To reflect estimated fair value of deposits based on current interest rates

 
$

6,979
 

(J)

 

Adjustment to junior subordinated debentures:

       

 

To eliminate Green's discount on junior subordinated debentures

 
$

7,928
 

 

To reflect estimated fair value of junior subordinated debentures

    (3,423 )

      $ 4,505  

(K)

 

Adjustment to subordinated notes:

       

 

To reflect estimated fair value of subordinated notes

 
$

3,568
 

(L)

 

Adjustment to common stock:

       

 

To eliminate Green's common stock

 
$

(375

)

 

To reflect issuance of 29,855,440 shares of Veritex common stock in the merger          

    299  

      $ (76 )

(M)

 

Adjustment to additional paid-in capital:

       

 

To eliminate Green's additional paid-in capital

 
$

(392,010

)

 

To reflect issuance of 29,855,440 shares of Veritex common stock in the merger          

    916,561  

 

To reflect 1,112,154 shares of Veritex common stock subject to stock options that Veritex is obligated to replace in the merger

    34,154  

 

To reflect estimated accelerated stock-based compensation for Veritex's outstanding awards upon the change in control

  $ 7,245  

      $ 565,950  

(N)

 

Adjustment to retained earnings:

       

 

To eliminate Green's retained earnings

 
$

(88,338

)

 

To reflect Green's estimated transaction costs, net of tax

    (18,078 )

 

To reflect Veritex's estimated transaction costs, net of tax

    (21,276 )

      $ (127,692 )

(O)

 

Adjustment to accumulated other comprehensive income:

       

 

To eliminate Green's accumulated other comprehensive income

 
$

18,055
 

(P)

 

Adjustment to treasury stock:

       

 

To eliminate Green's treasury stock

 
$

1,253
 

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Table of Contents

        The following table summarizes the preliminary purchase price allocation to the estimated fair value of assets and liabilities assumed in the merger (in thousands, except for per share data):

Pro forma stock consideration:

             

Green common shares outstanding of 37,289,477 as of June 30, 2018 at exchange ratio of 0.79

          29,458,687  

Green RSU awards outstanding of 502,181 as of June 30, 2018 at exchange ratio of 0.79

          396,723  

Green stock options outstanding of 1,407,790 as of June 30, 2018 at exchange ratio of 0.79

          1,112,154  

Price per share, based upon Veritex closing price as of August 27, 2018          

        $ 30.71  

Total pro forma stock consideration

        $ 951,014  

Pro forma cash consideration:

             

Green SAR awards outstanding of 41,500 as of June 30, 2018 at exchange ratio of 0.79

          32,785  

Price per share, based upon Veritex closing price as of August 27, 2018          

        $ 30.71  

Total pro forma cash consideration

        $ 1,007  

Total pro forma purchase price

        $ 952,021  

Assets of acquired bank:

             

Cash and cash equivalents

  $ 209,625        

Investment securities

    699,326        

Loans held for sale

    4,992        

Loans

    3,158,819        

Accrued interest receivable

    11,855        

Bank-owned life insurance

    56,066        

Bank premises, furniture and equipment

    26,178        

Non-marketable equity securities

    42,962        

Other real estate owned

           

Intangible assets

    41,782        

Other assets

    40,937        

Total assets acquired

    4,292,542        

Liabilities of acquired bank:

             

Deposits

    3,433,029        

Accounts payable and accrued expenses

    9,669        

Accrued interest payable and other liabilities

    12,305        

Securities sold under agreements to repurchase

    4,141        

Advances from Federal Home Loan Bank

    412,000        

Junior subordinated debentures

    18,743        

Subordinated debt

    37,349        

Total liabilities acquired

    3,927,236        

Net assets acquired

          365,306  

Preliminary pro forma goodwill

        $ 586,715  

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VERITEX HOLDINGS, INC./GREEN BANCORP, INC.
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF INCOME
SIX MONTHS ENDED JUNE 30, 2018
(In thousands, except per share information)

 
  Six Months Ended June 30, 2018  
 
  Veritex   Green    
  Pro
Forma
 
 
  6/30/2018
(as reported)
  6/30/2018
(as reported)
  Pro Forma
Adjustments
  Notes   6/30/2018
Combined
 

Interest income:

                             

Interest and fees on loans    

  $ 64,358   $ 86,278   $ 4,932   (A)   $ 155,568  

Interest on investment securities

    2,975     9,292             12,267  

Interest on deposits in other banks

    1,300     1,152             2,452  

Interest on other

    9     641             650  

Total interest income           

    68,642     97,363     4,932         170,937  

Interest expense:

                             

Interest on deposit accounts

    10,745     14,270     (4,839 ) (B)     20,176  

Interest on borrowings

    1,171     5,090     (342 ) (C)     5,919  

Total interest expense           

    11,916     19,360     (5,181 )       26,095  

Net interest income

    56,726     78,003     10,113         144,842  

Provision for loan losses

    2,182     11,560             13,742  

Net interest income after provision for loan losses

    54,544     66,443     10,113         131,100  

Noninterest income:

                             

Service charges and fees on deposit and loan accounts

    1,779     6,802             8,581  

Gain on sales of investment securities

    12     66             78  

Gain on sales of loans

    997     2,053             3,050  

Loss on sales of other assets owned

                     

Bank-owned life insurance

    381     764             1,145  

Other

    2,204     958             3,162  

Total noninterest income

    5,373     10,643             16,016  

Noninterest expense:

                             

Salaries and employee benefits

    15,832     27,241             43,073  

Occupancy and equipment

    5,377     4,285             9,662  

Professional fees

    3,505     3,349             6,854  

Data processing and software expense

    1,904     3,025             4,929  

FDIC assessment fees

    538     1,084             1,622  

Marketing

    907     433             1,340  

Other assets owned expenses and write-downs

    172     16             188  

Amortization of intangibles

    1,834     623     3,175   (D)     5,632  

Telephone and communications

    840     449             1,289  

Other

    2,566     4,193             6,759  

Total noninterest expense

    33,475     44,698     3,175         81,348  

Net income from operations

    26,442     32,388     6,938         65,768  

Income tax expense

    5,861     6,605     1,456   (E)     13,922  

Net income

    20,581     25,783     5,482         51,846  

Basic earnings per share

  $ 0.85                   $ 0.96  

Diluted earnings per share

  $ 0.84                   $ 0.94  

Weighted-average shares outstanding for basic EPS

    24,139           29,855   (F)     53,994  

Adjusted weighted-average shares outstanding for diluted EPS

    24,527           30,627   (F)     55,154  

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Table of Contents

Income Statement Pro Forma Accounting Adjustments Notes for the Six Months Ended June 30, 2018

(A)

 

Adjustments to interest and fees on loans:

       

 

To eliminate Green's accretion on acquired loans

 
$

(2,943

)

 

To eliminate Green's interest income recognized on estimated purchased credit impaired loans

  $ (731 )

 

To reflect the interest income for accretion on purchased performing acquired loans based on estimated fair market value adjustment

  $ 7,277  

 

To reflect the interest income for accretion on purchased credit impaired loans based on estimated fair market value adjustment

  $ 1,329  

      $ 4,932  

(B)

 

Adjustments to interest on deposit accounts:

       

 

To reflect the accretion of the deposit premium based on estimated fair value market value adjustments

 
$

(4,839

)

(C)

 

Adjustments to interest on borrowings:

       

 

To eliminate Green's amortization of the discount on Green's junior subordinated debentures and subordinated debt

 
$

(210

)

 

To reflect the amortization of the discount on Green's junior subordinated debentures and subordinated debt

  $ (132 )

      $ (342 )

(D)

 

Adjustment to amortization of intangibles:

       

 

To eliminate Green's amortization of CDI

 
$

(623

)

 

To reflect the estimated amortization of CDI based on a 10 year life using an accelerated method

  $ 3,798  

      $ 3,175  

(E)

 

Adjustment to income tax expense:

       

 

To reflect the tax adjustment related to other pro forma adjustments calculated at a 21% rate

 
$

1,456
 

(F)

 

Adjustment to weighted-average shares:

       

 

To reflect the increase in the weighted-average shares in connection with the issuance of 29,855,440 shares of Veritex common stock in the merger (comprised of 29.5 million shares that reflect outstanding Green common stock plus 0.4 million shares that reflect Green RSU awards that fully vest upon closing of the merger)

   
29,855
 

 

To reflect the dilution effect of 772 thousand shares of Veritex common stock subject to stock options that Veritex is obligated to replace in the merger

    30,627  

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Table of Contents



VERITEX HOLDINGS, INC./GREEN BANCORP, INC.
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF INCOME
YEAR ENDED DECEMBER 31, 2017
(In thousands, except per share information)

 
  Year Ended December 31, 2017  
 
  Veritex   Sovereign
Bancshares, Inc.
   
  Green    
  Pro Forma  
 
  12/31/2017
(as reported)
  7/31/2017   Adjustments   Notes   12/31/2017
(as reported)
  Adjustments   Notes   12/31/2017 Combined  

Interest income:

                                             

Interest and fees on loans

  $ 73,795   $ 22,198   $ 3,930   (A)   $ 154,266   $ 8,310   (H)   $ 262,499  

Interest on investment securities

    3,462     2,665             15,294             21,421  

Interest on deposits in other banks

    2,287     112             1,843             4,242  

Interest on other

    8     50             847             905  

Total interest income

    79,552     25,025     3,930         172,250     8,310         289,067  

Interest expense:

                                             

Interest on deposit accounts

    9,878     3,265     274   (B)     24,750     (6,228 ) (I)     31,939  

Interest on borrowings

    1,166     725             6,453     (684 ) (J)     7,660  

Total interest expense

    11,044     3,990     274         31,203     (6,912 )       39,599