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vbtx-20200728

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (date of earliest event reported): July 28, 2020

VERITEX HOLDINGS, INC.

(Exact name of Registrant as specified in its charter)

Texas

001-36682

27-0973566

(State or other jurisdiction of
incorporation or organization)

(Commission File Number)

(I.R.S. Employer
Identification Number)

8214 Westchester Drive, Suite 800

Dallas, Texas 75225

(Address of principal executive offices)

(972) 349-6200

(Registrant’s telephone number, including area code)

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

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

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

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

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

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

Title of each class

Trading Symbol

Name of each exchange on which registered

Common Stock, par value $0.01 per share

VBTX

Nasdaq Global Market

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


Emerging growth company			☐

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

Item 2.02 Results of Operations and Financial Condition

Item 7.01 Regulation FD Disclosure

On July 28, 2020, Veritex Holdings, Inc. (the “Company”), the holding company for Veritex Community Bank, a Texas state chartered bank, issued a press release describing its results of operations for the second quarter ended June 30, 2020. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

On Wednesday, July 29, 2020 at 8:30 a.m., Central Time, the Company will host an investor conference call and webcast to review its second quarter financial results. The webcast will include a slide presentation that consists of information regarding the Company’s operating and growth strategies and financial performance. The presentation materials will be posted on the Company’s website on July 29, 2020. The presentation materials are attached hereto as Exhibit 99.2, which is incorporated by reference.

As provided in General Instruction B.2 to Form 8-K, the information furnished in Item 2.02, Item 7.01, Exhibit 99.1 and Exhibit 99.2 of this Current Report on Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and such information shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 8.01 Other Events

On July 28, 2020, the Company issued a press release announcing the declaration of a quarterly cash dividend of $0.17 per share on its outstanding common stock. The dividend will be paid on or after August 20, 2020 to shareholders of record as of the close of business on August 6, 2020. The press release is attached hereto as Exhibit 99.3 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.


Exhibit Number						Description
99.1						Press release, dated July 28, 2020
99.2						Presentation materials
99.3						Press release, dated July 28, 2020
104						Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

SIGNATURE

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


Veritex Holdings, Inc.

By:						/s/ C. Malcolm Holland, III
						C. Malcolm Holland, III
						Chairman and Chief Executive Officer
Date:						July 28, 2020

Document

Exhibit 99.1

VERITEX HOLDINGS, INC. REPORTS SECOND QUARTER OPERATING RESULTS

Dallas, TX — July 28, 2020 —Veritex Holdings, Inc. (“Veritex” or the “Company”) (Nasdaq: VBTX), the holding company for Veritex Community Bank, today announced the results for the quarter ended June 30, 2020.

“The second quarter was dominated by significant pandemic and economic challenges. Despite those headwinds, we delivered solid results while supporting our employees, customers and communities,” said C. Malcolm Holland, III, the Company’s Chairman and Chief Executive Officer. “Our quarterly results reflect strong pre-tax, pre-provision operating net revenue, continued building of our allowance for credit losses and higher capital levels. I couldn’t be more proud of what the team accomplished during such a disruptive operating period.”

Second Quarter Highlights

•Net income of $24.0 million, or $0.48 diluted earnings per share (“EPS”), compared to $4.1 million, or $0.08 diluted EPS, for the quarter ended March 31, 2020 and $26.9 million, or $0.49 diluted EPS, for the quarter ended June 30, 2019;

•Pre-tax, pre-provision operating earnings¹ totaled $45.7 million, compared to $39.1 million for the quarter ended March 31, 2020 and $44.0 million for the quarter ended June 30, 2019;

•Provision for credit losses and unfunded commitments was $19.0 million, compared to $35.7 million for the quarter ended March 31, 2020, as a result of continued disruptions in the global economy from the COVID-19 pandemic and its impact on the Texas economic forecasts that drive the Company’s current expected credit loss (“CECL”) model;

•Allowance for credit losses (“ACL”) to total loans held for investments (“LHI”), excluding mortgage warehouse (“MW”) and Paycheck Protection Program (“PPP”) loans, was 2.01% for the quarter ended June 30, 2020 compared to 1.73% for the quarter ended March 31, 2020. Net charge-offs to average loans outstanding and nonperforming assets to total assets remained essentially flat quarter over quarter at 3 basis points and 62 basis points, respectively;

•During the second quarter of 2020, the Company funded $400.9 million of PPP loans through the Small Business Administration (“SBA”) as a result of the Coronavirus Aid, Relief, and Economic Security (“CARES”) Act. The Company elected to carry these loans at fair value, and as a result, the Company recognized $12.5 million of PPP fee income, gross, during the second quarter of 2020;

•Total deposits grew $325.6 million from the first quarter of 2020, or 22.4% annualized, with the average cost of interest-bearing deposits decreasing to 0.84% for the three months ended June 30, 2020 from 1.39% for the three months ended March 31, 2020;

•Declared quarterly cash dividend of $0.17 payable on August 20, 2020.


Financial Highlights	QTD									YTD
	Q2 2020			Q1 2020			Q2 2020			Q2 2019
	(Dollars in thousands) (unaudited)
GAAP
Net income	$	24,028		$	4,134		$	28,162		$	34,283
Diluted EPS	0.48			0.08			0.56			0.62
Return on average assets²	1.11		%	0.20		%	0.68		%	0.88		%
Efficiency ratio	46.02			47.61			46.76			67.28
Book value per common share	$	23.45		$	23.19		$	23.45		$	22.55
Non-GAAP¹
Operating earnings	$	21,188		$	4,134		$	25,322		$	64,913
Diluted operating EPS	0.43			0.08			0.50			1.18
Pre-tax, pre-provision operating earnings	45,668			39,107			84,775			90,409
Pre-tax, pre-provision operating return on average assets	2.11		%	1.94		%	2.03		%	2.31		%
Operating return on average assets²	0.98			0.20			0.61			1.66
Operating efficiency ratio	45.74			47.61			46.62			43.60
Tangible book value per common share	$	14.71		$	14.39		$	14.71		$	14.27

¹Refer to the section titled “Reconciliation of Non-GAAP Financial Measures” for a reconciliation of these non-GAAP financial measures to their most directly comparable GAAP measures.

²Annualized ratio.

Second Quarter Global Economic Developments

The COVID-19 pandemic has caused significant disruptions to the global economy and the communities which we serve. In response to the pandemic, we have implemented our operational response and preparedness plan during the first and second quarters of 2020, which includes dispersion of critical operational processes, increased monitoring focused on higher risk operations, enhanced remote access security and further restricted internet access, enhanced security around wire transfer execution and flexible scheduling provided to employees who are unable to work from home. Additionally, we are focused on taking care of our clients and communities who may be experiencing financial hardship due to the pandemic, including through our loan deferment program and participation in the PPP designed to provide a direct incentive for small businesses.

Results of Operations for the Three Months Ended June 30, 2020

Net Interest Income

For the three months ended June 30, 2020, net interest income before provision for credit losses was $65.8 million and net interest margin was 3.31% compared to $67.4 million and 3.67%, respectively, for the three months ended March 31, 2020. The $1.6 million decrease in net interest income was primarily due to a $7.4 million decrease in interest income on loans, slightly offset by a $4.1 million decrease in interest expense on transaction and savings deposits. Net interest margin decreased 36 basis points from the three months ended March 31, 2020 primarily due to a decrease in yields earned on loan balances and an unfavorable increase in the mix of lower yielding assets, partially offset by decreases in the average rates paid on interest-bearing demand and savings deposits and certificate and other time deposits during the three months ended June 30, 2020. As a result, the average cost of interest-bearing deposits decreased 55 basis points to 0.84% for the three months ended June 30, 2020 from 1.39% for the three months ended March 31, 2020.

Net interest income before provision for credit losses decreased by $5.6 million from $71.4 million to $65.8 million and net interest margin decreased by 69 basis points from 4.00% to 3.31% for the three months ended June 30, 2020 as compared to the same period in 2019. The decrease in net interest income before provision for credit losses was primarily due to a $16.3 million decrease in interest income on loans, partially offset by an $8.9 million decrease in interest expenses on transaction and savings deposits during the three months ended June 30, 2020 compared to the three months ended June 30, 2019. Net interest margin decreased 69 basis points from the three months ended June 30, 2019 primarily due to a decrease in yields earned on loan balances, partially offset by decreases in the average rate paid on interest-bearing demand and savings deposits for the three months ended June 30, 2020 and an unfavorable shift in the mix of earning assets compared to the three months ended June 30, 2019. As a result, the average cost of interest-bearing deposits decreased 95 basis points to 0.84% for the three months ended June 30, 2020 from 1.79% for the three months ended June 30, 2019.

Noninterest Income

Noninterest income for the three months ended June 30, 2020 was $21.3 million, an increase of $14.0 million, or 193.8%, compared to the three months ended March 31, 2020. The increase was primarily due to a $10.6 million of increase in government guaranteed loan income, net. In the second quarter, the Company earned fee income of 5% on PPP loans under $350 thousand, 3% on PPP loans between $350 thousand and $2 million and 1% on PPP loans greater than $2 million totaling $12.5 million. The recognized fee was partially offset by a valuation allowance on the PPP loans of $2.0 million as the Company elected to carry these loans at fair value.

Compared to the three months ended June 30, 2019, noninterest income for the three months ended June 30, 2020 increased by $15.3 million, or 252.8%. The increase was primarily due to a $10.0 million increase in government guaranteed loan income, net, as a result of the fee income earned PPP loans discussed above and a $3.5 million increase in gain on sales of investment securities.

Noninterest Expense

Noninterest expense was $40.1 million for the three months ended June 30, 2020, compared to $35.5 million for the three months ended March 31, 2020, an increase of $4.5 million, or 12.7%. The increase was primarily driven by a $1.1 million increase in salaries and employee benefits, a $0.6 million increase in Federal Deposit Insurance Corporation (“FDIC”) assessment fees, and a $1.6 million increase in bank service charges resulting from pre-payment fees on Federal Home Loan Bank (“FHLB”) advances paid off early in the second quarter of 2020. Noninterest expense for the three months ended June 30, 2020 includes $1.2 million of COVID related expenses primarily related to Community Reinvestment Act donations, lender incentives, employee overtime and cleaning services.

Compared to the three months ended June 30, 2019, noninterest expense for the three months ended June 30, 2020 increased by $165 thousand, or 0.4%.

Financial Condition

Total loans were $6.6 billion at June 30, 2020, an increase of $355.9 million, or 22.8% annualized, compared to March 31, 2020. The net increase was primarily the result of the Company’s origination of $400.9 million of loans in the second quarter of 2020 under the PPP. The Company has elected to carry such PPP loans at fair value, which represent $398.9 million of the Company’s outstanding loan balance as of the second quarter 2020.

Total deposits were $6.1 billion at June 30, 2020, an increase of $325.6 million, or 22.4% annualized, compared to March 31, 2020. The increase was primarily the result of increases of $177.3 million and $358.4 million in interest-bearing transaction and savings deposits and noninterest-bearing demand deposits, respectively, partially offset by a decrease of $210.1 million in certificates and other time deposits.

Goodwill

During the second quarter of 2020, the Company observed a significant decline in the market valuation of our common shares as a result of sustained economic disruption occurring after the first quarter of 2020, including but not limited to the COVID-19 pandemic. As a result of the sustained economic disruption, the Company determined a triggering event had occurred that required an interim quantitative impairment assessment for the Company’s reporting unit to determine if it is more likely than not that the fair value is less than the carrying value as a result of a sustained price decrease. The Company determined the fair value of its reporting unit using a combination of a market and income approach. The fair value of our reporting unit exceeded its related carrying value by approximately 26%.

Asset Quality and Adoption of ASU 2016-13

Nonperforming assets totaled $53.3 million, or 0.62% of total assets at June 30, 2020, compared to $39.4 million, or 0.50% of total assets, at December 31, 2019. The Company had a net charge-off of $1.8 million for the quarter, which is primarily the result of one relationship charge-off that was fully reserved against in the first quarter of 2020.

The Company recorded a provision for credit losses for the three months ended June 30, 2020 of $16.2 million, compared to $31.8 million and $3.3 million for the three months ended March 31, 2020 and June 30, 2019, respectively. The decrease in the recorded provision for credit losses for the three months ended June 30, 2020 was primarily attributable to changes in the Texas economic forecasts used in the CECL model in the second quarter of 2020 to reflect the expected impact of the COVID-19 pandemic as of June 30, 2020, as compared to our Texas economic forecasts and expected impact of the COVID-19 pandemic as of March 31, 2020. In the second quarter of 2020, we also recorded a $2.8 million provision for unfunded commitments which was also attributable to the change in the Texas economic forecasts as a result of the COVID-19 pandemic compared to a $3.9 million provision for unfunded commitments recorded for the three months ended March 31, 2020. Allowance for credit losses as a percentage of loans HFI, excluding MW and PPP loans, was 2.01%, 1.73% and 0.43% of total loans at June 30, 2020, March 31, 2020 and June 30, 2019, respectively.

Dividend Information

On July 28, 2020, Veritex’s Board of Directors declared a quarterly cash dividend of $0.17 per share on its outstanding shares of common stock. The dividend will be paid on or after August 20, 2020 to stockholders of record as of the close of business on August 6, 2020.

Non-GAAP Financial Measures

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

Conference Call

The Company will host an investor conference call to review the results on Wednesday, July 29, 2020 at 8:30 a.m. Central Time. Participants may pre-register for the call by visiting https://edge.media-server.com/mmc/p/pckpzcgt and will receive a unique PIN, which can be used when dialing in for the call. This will allow attendees to access the call immediately. Alternatively, participants may call toll-free at (877) 703-9880.

The call and corresponding presentation slides will be webcast live on the home page of the Company's website, https://ir.veritexbank.com/. An audio replay will be available one hour after the conclusion of the call at (855) 859-2056, Conference

#3693902. This replay, as well as the webcast, will be available until August 5, 2020.

About Veritex Holdings, Inc.

Headquartered in Dallas, Texas, Veritex is a bank holding company that conducts banking activities through its wholly owned subsidiary, Veritex Community Bank, with locations throughout the Dallas-Fort Worth metroplex and in the Houston metropolitan area. Veritex Community Bank is a Texas state chartered bank regulated by the Texas Department of Banking and the Board of Governors of the Federal Reserve System. For more information, visit www.veritexbank.com.

Media Contact:

LaVonda Renfro

972-349-6200

lrenfro@veritexbank.com

Investor Relations:

Susan Caudle

972-349-6132

scaudle@veritexbank.com

Forward-Looking Statements

This earnings release contains certain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are based on various facts and derived utilizing assumptions, current expectations, estimates and projections and are subject to known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Forward-looking statements include, without limitation, statements relating to the expected payment date of Veritex’s quarterly cash dividend, the impact of certain changes in Veritex’s accounting policies, standards and interpretations, the effects of the COVID-19 pandemic and actions taken in response thereto, Veritex’s future financial performance, business and growth strategy, projected plans and objectives, as well as other projections based on macroeconomic and industry trends, which are inherently unreliable due to the multiple factors that impact broader economic and industry trends, and any such variations may be material. Statements preceded by, followed by or that otherwise include the words “believes,” “expects,” “anticipates,” “intends,” “projects,” “estimates,” “plans” and similar expressions or future

or conditional verbs such as “will,” “should,” “would,” “may” and “could” are generally forward-looking in nature and not historical facts, although not all forward-looking statements include the foregoing words. We refer you to the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of Veritex’s Annual Report on Form 10-K for the year ended December 31, 2019 and any updates to those risk factors set forth in Veritex’s Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other filings with the Securities and Exchange Commission (“SEC”), which are available on the SEC’s website at www.sec.gov. If one or more events related to these or other risks or uncertainties materialize, or if Veritex’s underlying assumptions prove to be incorrect, actual results may differ materially from what Veritex anticipates. Accordingly, you should not place undue reliance on any such forward-looking statements. Any forward-looking statement speaks only as of the date on which it is made. Veritex does not undertake any obligation, and specifically declines any obligation, to update or revise any forward-looking statements, whether as a result of new information, future developments or otherwise, except as required by law. All forward-looking statements, expressed or implied, included in this earnings release are expressly qualified in their entirety by this cautionary statement. This cautionary statement should also be considered in connection with any subsequent written or oral forward-looking statements that Veritex or persons acting on Veritex’s behalf may issue.

14.49- VERITEX HOLDINGS, INC. AND SUBSIDIARY

Financial Highlights

(Unaudited)


	For the Three Months Ended																					Six Months Ended
	June 30, 2020			Mar 31, 2020			Dec 31, 2019			Sep 30, 2019			June 30, 2019			June 30, 2020			June 30, 2019
	(Dollars and shares in thousands)
Per Share Data (Common Stock):
Basic EPS	$	0.48		$	0.08		$	0.56		$	0.52		$	0.50		$	0.56		$	0.63
Diluted EPS	0.48			0.08			0.56			0.51			0.49			0.56			0.62
Book value per common share	23.45			23.19			23.32			23.02			22.55			23.45			22.55
Tangible book value per common share¹	14.71			14.39			14.73			14.61			14.27			14.71			14.27

Common Stock Data:
Shares outstanding at period end	49,633			49,557			51,064			52,373			53,457			49,633			53,457
Weighted average basic shares outstanding for the period	49,597			50,725			51,472			52,915			53,969			50,161			54,130
Weighted average diluted shares outstanding for the period	49,727			51,056			52,263			53,873			54,929			50,383			54,929

Summary of Credit Ratios:
ACL to total LHI, excluding mortgage warehouse and PPP loans	2.01		%	1.73		%	0.52		%	0.46		%	0.43		%	2.01		%	0.43		%
Nonperforming assets to total assets	0.62		%	0.60		%	0.50		%	0.21		%	0.54		%	0.62		%	0.60		%
Net charge-offs to average loans outstanding	0.03			—			—			0.14			—			0.03			—

Summary Performance Ratios:
Return on average assets²	1.11			0.20			1.43			1.36			1.36			0.68			0.88
Return on average equity²	8.36			1.41			9.63			8.98			8.98			4.96			5.79
Return on average tangible common equity^{1, 2}	14.49			3.27			16.22			15.15			15.26			9.12			10.26
Efficiency ratio	46.02			47.61			47.12			43.67			51.49			46.76			67.28

Selected Performance Metrics - Operating:
Diluted operating EPS¹	$	0.43		$	0.08		$	0.58		$	0.53		$	0.59		$	0.50		$	1.18
Pre-tax, pre-provision operating return on average assets^{1, 2}	2.11		%	1.94		%	2.07		%	2.26		%	2.22		%	2.03		%	2.31		%
Operating return on average assets^{1, 2}	0.98			0.20			1.49			1.42			1.63			0.61			1.66
Operating return on average tangible common equity^{1, 2}	12.90			3.27			16.87			15.78			18.09			8.31			18.50
Operating efficiency ratio¹	45.74			47.61			45.67			42.36			43.66			46.62			43.60

Veritex Holdings, Inc. Capital Ratios:

Tier 1 capital to average assets (leverage)	9.16			9.49			10.17			10.33			10.47			9.16			10.47
Common equity tier 1 capital	9.66			9.53			10.60			10.82			11.32			9.66			11.32
Tier 1 capital to risk-weighted assets	10.05			9.92			11.02			11.26			11.77			10.05			11.77
Total capital to risk-weighted assets	12.71			12.48			13.10			12.26			12.80			12.71			12.80
Tangible common equity to tangible assets¹	8.96			8.81			10.01			10.17			10.08			8.96			10.08

¹Refer to the section titled “Reconciliation of Non-GAAP Financial Measures” after the financial highlights for a reconciliation of these non-GAAP financial measures to their most directly comparable GAAP measures.

²Annualized ratio.

VERITEX HOLDINGS, INC. AND SUBSIDIARY

Financial Highlights

(In thousands)


	June 30, 2020		Mar 31, 2020		Dec 31, 2019		Sep 30, 2019		June 30, 2019
	(unaudited)		(unaudited)				(unaudited)		(unaudited)
ASSETS


Cash and cash equivalents	$	160,306	$	430,842	$	251,550	$	252,592	$	265,822






Securities	1,112,061		1,117,804		997,330		1,023,393		1,020,279
Other securities	104,213		112,775		84,063		85,007		76,016

Loans held for sale	28,041		15,048		14,080		10,715		7,524
PPP loans, at fair value	398,949		—		—		—		—
Loans held for investment, mortgage warehouse	441,992		371,161		183,628		233,577		200,017
Loans held for investment	5,726,873		5,853,735		5,737,577		5,654,027		5,731,833
Total loans	6,595,855		6,239,944		5,935,285		5,898,319		5,939,374
Allowance for credit losses	(115,365)		(100,983)		(29,834)		(26,243)		(24,712)
Bank-owned life insurance	81,876		81,395		80,915		80,411		79,899
Bank premises, furniture and equipment, net	115,560		116,056		118,536		118,449		115,373
Other real estate owned	7,716		7,720		5,995		4,625		1,748
Intangible assets, net	66,705		69,444		72,263		75,363		78,347
Goodwill	370,840		370,840		370,840		370,463		370,221
Other assets	88,091		85,787		67,994		80,504		87,739

Total assets	$	8,587,858	$	8,531,624	$	7,954,937	$	7,962,883	$	8,010,106
LIABILITIES AND STOCKHOLDERS’ EQUITY
Deposits:
Noninterest-bearing deposits	$	1,907,697	$	1,549,260	$	1,556,500	$	1,473,126	$	1,476,668
Interest-bearing transaction and savings deposits	2,714,149		2,536,865		2,654,972		2,528,293		2,646,154
Certificates and other time deposits	1,503,701		1,713,820		1,682,878		1,876,427		2,042,266
Total deposits	6,125,547		5,799,945		5,894,350		5,877,846		6,165,088
Accounts payable and other liabilities	64,625		56,339		37,427		45,475		44,414
Accrued interest payable	4,088		5,407		6,569		6,054		7,069
Advances from Federal Home Loan Bank	1,087,794		1,377,832		677,870		752,907		512,945
Subordinated debentures and subordinated notes	140,283		140,406		145,571		72,284		72,486
Securities sold under agreements to repurchase	1,772		2,426		2,353		2,787		2,811

Total liabilities	7,424,109		7,382,355		6,764,140		6,757,353		6,804,813
Commitments and contingencies
Stockholders’ equity:
Common stock	555		554		549		524		535
Additional paid-in capital	1,122,063		1,119,757		1,117,879		1,114,659		1,112,238
Retained earnings	143,277		127,812		147,911		125,344		104,652

Accumulated other comprehensive income	42,014		45,306		19,061		23,837		17,741
Treasury stock	(144,160)		(144,160)		(94,603)		(58,834)		(29,873)
Total stockholders’ equity	1,163,749		1,149,269		1,190,797		1,205,530		1,205,293
Total liabilities and stockholders’ equity	$	8,587,858	$	8,531,624	$	7,954,937	$	7,962,883	$	8,010,106

VERITEX HOLDINGS, INC. AND SUBSIDIARY

Financial Highlights

(In thousands, except per share data)


	For the Three Months Ended														For the Six Months Ended
	June 30, 2020		Mar 31, 2020		Dec 31, 2019		Sep 30, 2019		June 30, 2019		June 30, 2020		June 30, 2019
Interest income:
Loans, including fees	$	70,440	$	77,861	$	82,469	$	85,811	$	86,786	$	148,301	$	172,533
Investment securities	7,825		7,397		7,168		7,687		7,397		15,222		14,629
Deposits in financial institutions and Fed Funds sold	186		871		1,285		1,329		1,372		1,057		2,926
Other investments	891		850		820		816		622		1,741		1,313
Total interest income	79,342		86,979		91,742		95,643		96,177		166,321		191,401
Interest expense:
Transaction and savings deposits	2,471		6,552		8,203		10,381		11,405		9,023		21,771
Certificates and other time deposits	6,515		8,240		9,455		10,283		10,145		14,755		18,937
Advances from FHLB	2,801		2,879		2,661		3,081		2,187		5,680		4,242
Subordinated debentures and subordinated notes	1,798		1,903		1,559		1,024		998		3,701		2,092
Total interest expense	13,585		19,574		21,878		24,769		24,735		33,159		47,042
Net interest income	65,757		67,405		69,864		70,874		71,442		133,162		144,359
Provision for credit losses	16,172		31,776		3,493		9,674		3,335		47,948		8,347
Provision for unfunded commitments	2,799		3,881		—		—		—		6,680		—
Net interest income after provisions	46,786		31,748		66,371		61,200		68,107		78,534		136,012
Noninterest income:
Service charges and fees on deposit accounts	2,960		3,642		3,728		3,667		3,422		6,602		6,939
Loan fees	1,240		845		1,921		2,252		1,932		2,085		3,609
Gain (loss) on sales of investment securities	2,879		—		(438)		—		(642)		2,879		(1,414)
Gain on sales of mortgage loans held for sale	308		142		81		138		143		450		256
Government guaranteed loan income, net	11,006		439		560		930		961		11,445		3,218
Rental income	547		551		371		369		373		1,098		741
Other	2,350		1,628		909		1,074		(155)		3,978		1,169
Total noninterest income	21,290		7,247		7,132		8,430		6,034		28,537		14,518
Noninterest expense:
Salaries and employee benefits	20,019		18,870		18,917		17,530		17,459		38,889		36,344
Occupancy and equipment	3,994		4,273		4,198		4,044		4,014		8,267		8,143
Professional and regulatory fees	2,796		2,196		2,615		2,750		2,814		4,992		6,232
Data processing and software expense	2,434		2,089		1,880		2,252		2,309		4,523		4,233
Marketing	561		1,083		971		708		961		1,644		1,580
Amortization of intangibles	2,696		2,696		2,696		2,712		2,719		5,392		5,479
Telephone and communications	308		319		466		361		625		627		1,020
Merger and acquisition expense	—		—		918		1,035		5,790		—		37,007
COVID expenses	1,245		—		—		—		—		1,245		—
Other	6,008		4,019		3,623		3,238		3,205		10,027		6,851
Total noninterest expense	40,061		35,545		36,284		34,630		39,896		75,606		106,889
Income before income tax expense	28,015		3,450		37,219		35,000		34,245		31,465		43,641
Income tax (benefit) expense	3,987		(684)		8,168		7,595		7,369		3,303		9,358
Net income	$	24,028	$	4,134	$	29,051	$	27,405	$	26,876	$	28,162	$	34,283



Basic EPS	$	0.48	$	0.08	$	0.56	$	0.52	$	0.50	$	0.56	$	0.63
Diluted EPS	$	0.48	$	0.08	$	0.56	$	0.51	$	0.49	$	0.56	$	0.62
Weighted average basic shares outstanding	49,597		50,725		51,472		52,915		53,969		50,161		54,130
Weighted average diluted shares outstanding	49,727		51,056		52,263		53,873		54,929		50,383		54,929

VERITEX HOLDINGS, INC. AND SUBSIDIARY

Financial Highlights

(In thousands except percentages)


	For the Three Months Ended
	June 30, 2020										March 31, 2020								June 30, 2019
	Average Outstanding Balance		Interest Earned/ Interest Paid		Average Yield/ Rate		Average Outstanding Balance		Interest Earned/ Interest Paid		Average Yield/ Rate		Average Outstanding Balance		Interest Earned/ Interest Paid		Average Yield/ Rate
Assets
Interest-earning assets:
Loans¹	$	5,797,989	$	67,404	4.68	%	$	5,784,965	$	76,527	5.32	%	$	5,762,257	$	85,030	5.92	%
Loans held for investment, mortgage warehouse	304,873		2,279		3.01		163,646		1,334		3.28		154,586		1,756		4.56
PPP loans	303,223		757		1.00		—		—		—		—				—
Securities	1,117,964		7,825		2.82		1,038,954		7,397		2.86		956,160		7,397		3.10
Interest-bearing deposits in other banks	366,764		186		0.20		308,546		871		1.14		228,461		1,372		2.41
Other investments²	110,672		891		3.24		91,917		850		3.72		59,508		622		4.19
Total interest-earning assets	8,001,485		79,342		3.99		7,388,028		86,979		4.74		7,160,972		96,177		5.39
Allowance for loan losses	(110,483)						(44,270)						(23,891)
Noninterest-earning assets	798,772						782,024						800,238
Total assets	$	8,689,774					$	8,125,782					$	7,937,319

Liabilities and Stockholders’ Equity
Interest-bearing liabilities:
Interest-bearing demand and savings deposits	$	2,684,897	$	2,471	0.37	%	$	2,638,633	$	6,552	1.00	%	$	2,713,735	$	11,405	1.69	%
Certificates and other time deposits	1,625,971		6,515		1.61		1,650,678		8,240		2.01		2,107,567		10,145		1.93
Advances from FHLB	1,206,930		2,801		0.93		937,901		2,879		1.23		334,926		2,187		2.62
Subordinated debentures and subordinated notes	142,549		1,798		5.07		145,189		1,903		5.27		75,252		998		5.32
Total interest-bearing liabilities	5,660,347		13,585		0.97		5,372,401		19,574		1.47		5,231,480		24,735		1.90

Noninterest-bearing liabilities:
Noninterest-bearing deposits	1,826,327						1,523,702						1,456,538
Other liabilities	47,302						46,563						48,669
Total liabilities	7,533,976						6,942,666						6,736,687
Stockholders’ equity	1,155,798						1,183,116						1,200,632
Total liabilities and stockholders’ equity	$	8,689,774					$	8,125,782					$	7,937,319

Net interest rate spread²					3.02	%					3.27	%					3.49	%
Net interest income			$	65,757					$	67,405					$	71,442
Net interest margin³					3.31	%					3.67	%					4.00	%

¹ Includes average outstanding balances of loans held for sale of $22,958, $10,995 and $8,140 for the three months ended June 30, 2020, March 31, 2020, and June 30, 2019, respectively, and average balances of loans held for investment, excluding mortgage warehouse.

² Net interest rate spread is the average yield on interest-earning assets minus the average rate on interest-bearing liabilities.

³ Net interest margin is equal to net interest income divided by average interest-earning assets.

VERITEX HOLDINGS, INC. AND SUBSIDIARY

Financial Highlights

(In thousands except percentages)


	Six Months Ended
	June 30, 2020										June 30, 2019
	Average Outstanding Balance		Interest Earned/ Interest Paid		Average Yield/ Rate		Average Outstanding Balance		Interest Earned/ Interest Paid		Average Yield/ Rate
Assets
Interest-earning assets:
Loans¹	$	5,790,227	$	143,931	5.00	%	$	5,746,746	$	169,224	5.94	%
Loans held for investment, mortgage warehouse	234,260		3,613		3.10		137,280		3,309		4.86
PPP loans	152,861		757		1.00		—		—		—
Securities	1,078,459		15,222		2.84		941,336		14,629		3.13
Interest-bearing deposits in other banks	337,655		1,057		0.63		246,201		2,926		2.40
Other investments²	101,294		1,741		3.46		48,578		1,313		5.45
Total interest-earning assets	7,694,756		166,321		4.35		7,120,141		191,401		5.42
Allowance for loan losses	(77,376)						(21,988)
Noninterest-earning assets	763,567						789,890
Total assets	$	8,380,947					$	7,888,043

Liabilities and Stockholders’ Equity
Interest-bearing liabilities:
Interest-bearing demand and savings deposits	$	2,668,726	$	9,023	0.68	%	$	2,675,237	$	21,771	1.64	%
Certificates and other time deposits	1,639,807		14,755		1.81		2,124,951		18,937		1.80
Advances from FHLB	1,072,416		5,680		1.07		322,879		4,242		2.65
Subordinated debentures and subordinated notes	143,869		3,701		5.17		75,515		2,092		5.59
Total interest-bearing liabilities	5,524,818		33,159		1.21		5,198,582		47,042		1.82

Noninterest-bearing liabilities:
Noninterest-bearing deposits	1,675,015						1,456,086
Other liabilities	38,488						39,385
Total liabilities	7,238,321						6,694,053
Stockholders’ equity	1,142,626						1,193,990
Total liabilities and stockholders’ equity	$	8,380,947					$	7,888,043

Net interest rate spread³					3.14	%					3.60	%
Net interest income			$	133,162					$	144,359
Net interest margin⁴					3.48	%					4.09	%

¹ Includes average outstanding balances of loans held for sale of $16,977 and $7,925 for the six months ended June 30, 2020 and June 30, 2019, respectively, and average balances of loans held for investment, excluding mortgage warehouse.

² The Company historically reported dividend income in other noninterest income and has re-classed $1,287 of dividend income into other investments as of June 30, 2019 in order to align with industry peers for comparability purposes.

³ Net interest rate spread is the average yield on interest-earning assets minus the average rate on interest-bearing liabilities.

⁴ Net interest margin is equal to net interest income divided by average interest-earning assets.

VERITEX HOLDINGS, INC. AND SUBSIDIARY

Financial Highlights

Yield Trend


	For the Three Months Ended
	June 30, 2020		March 31, 2020		December 31, 2019		September 30, 2019		June 30, 2019
Average yield on interest-earning assets:
Loans¹	4.68	%	5.32	%	5.63	%	5.85	%	5.92	%
Loans held for investment, mortgage warehouse	3.01		3.28		3.51		3.88		4.56
PPP loans	1.00		—		—		—		—
Securities	2.82		2.86		2.83		2.98		3.10
Interest-bearing deposits in other banks	0.20		1.14		1.63		2.25		2.41
Other investments	3.24		3.72		4.53		4.50		4.19
Total interest-earning assets	3.99	%	4.74	%	5.00	%	5.26	%	5.39	%

Average rate on interest-bearing liabilities:
Interest-bearing demand and savings deposits	0.37	%	1.00	%	1.24	%	1.57	%	1.69	%
Certificates and other time deposits	1.61		2.01		2.10		2.09		1.93
Advances from FHLB	0.93		1.23		1.45		1.93		2.62
Subordinated debentures and subordinated notes	5.07		5.27		5.23		5.43		5.32
Total interest-bearing liabilities	0.97	%	1.47	%	1.65	%	1.86	%	1.90	%

Net interest rate spread²	3.02	%	3.27	%	3.35	%	3.40	%	3.49	%
Net interest margin³	3.31	%	3.67	%	3.81	%	3.90	%	4.00	%

¹Includes average outstanding balances of loans held for sale of $22,958, $10,995, $10,643, $8,525 and $8,140 for the three months ended June 30, 2020, March 31, 2020, December 31, 2019, September 30, 2019 and June 30, 2019, respectively, and average balances of loans held for investment, excluding mortgage warehouse.

²Net interest rate spread is the average yield on interest-earning assets minus the average rate on interest-bearing liabilities.

³Net interest margin is equal to net interest income divided by average interest-earning assets.

Supplemental Yield Trend


	For the Three Months Ended
	June 30, 2020		March 31, 2020		December 31, 2019		September 30, 2019		June 30, 2019
Average cost of interest-bearing deposits	0.84	%	1.39	%	1.59	%	1.79	%	1.79	%
Average costs of total deposits, including noninterest-bearing	0.59		1.02		1.18		1.36		1.38

VERITEX HOLDINGS, INC. AND SUBSIDIARY

Financial Highlights

(In thousands except percentages)

Total LHI and Deposit Portfolio Composition


	June 30, 2020								March 31, 2020							December 31, 2019								September 30, 2019		June 30, 2019
	(Dollars in thousands)
LHI¹

Commercial	$	1,555,300		27.2	%	$	1,777,603		30.4	%	$	1,712,838		29.9	%	$	1,711,256		30.3	%	$	1,788,044		31.2	%

Real Estate:
Owner occupied commercial	769,952			13.4		723,839			12.4		706,782			12.3		716,130			12.7		746,768			13.0
Commercial	1,847,480			32.3		1,828,386			31.2		1,784,201			31.1		1,710,510			30.3		1,727,525			30.1
Construction and land	599,510			10.5		566,470			9.7		629,374			11.0		623,622			11.0		543,850			9.5
Farmland	14,723			0.3		14,930			0.3		16,939			0.3		7,986			0.1		17,472			0.3
1-4 family residential	528,688			9.2		536,892			9.2		549,811			9.6		559,310			9.9		557,056			9.7
Multi-family residential	394,829			6.9		388,374			6.6		320,041			5.6		306,966			5.4		330,877			5.8
Consumer	14,932			0.2		15,771			0.2		17,457			0.2		18,113			0.3		20,562			0.4
Total LHI	$	5,725,414		100	%	$	5,852,265		100	%	$	5,737,443		100	%	$	5,653,893		100	%	$	5,732,154		100	%

Mortgage warehouse	441,992					373,161					183,628					233,577					200,017
PPP loans	398,949					—					—					—					—

Total LHI¹	$	6,566,355				$	6,225,426				$	5,921,071				$	5,887,470				$	5,932,171

Deposits
Noninterest-bearing	$	1,907,697		31.2	%	$	1,549,260		26.7	%	$	1,556,500		26.4	%	$	1,473,126		25.1	%	$	1,476,668		24.0	%
Interest-bearing transaction	343,640			5.6		306,641			5.3		388,877			6.6		373,997			6.4		373,982			6.1
Money market	2,272,520			37.1		2,143,874			37.0		2,180,017			37.0		2,066,315			35.2		2,178,274			35.3
Savings	97,989			1.6		86,350			1.5		86,078			1.5		87,981			1.5		93,898			1.5
Certificates and other time deposits	1,503,701			24.5		1,713,820			29.5		1,682,878			28.6		1,876,427			31.8		2,042,266			33.1
Total deposits	$	6,125,547		100	%	$	5,799,945		100	%	$	5,894,350		100	%	$	5,877,846		100	%	$	6,165,088		100	%

Loan to Deposit Ratio	107.2		%			107.3		%			100.5		%			100.2		%			96.2		%

Loan to Deposit Ratio, excluding mortgage warehouse and PPP loans	93.5		%			100.9		%			97.3		%			96.2		%			93.0		%

¹ Total LHI does not include deferred costs of $1.5 million at June 30, 2020 and $1.5 million at March 31, 2020, deferred fees of $134 thousand at December 31, 2019 and September 30, 2019, respectively, and $321 thousand at June 30, 2019.

VERITEX HOLDINGS, INC. AND SUBSIDIARY

Financial Highlights

(In thousands except percentages)

Asset Quality


	For the Three Months Ended																					For the Six Months Ended
	June 30, 2020			Mar 31, 2020			Dec 31, 2019			Sep 30, 2019			June 30, 2019			June 30, 2020			June 30, 2019
	(Dollars in thousands)
Nonperforming Assets (“NPAs”):
Nonaccrual loans	$	43,594		$	38,836		$	29,779		$	10,172		$	15,733		$	43,594		$	15,733
Accruing loans 90 or more days past due¹	2,021			4,764			3,660			2,194			25,774			2,021			25,774
Total nonperforming loans held for investment (“NPLs”)	45,615			43,600			33,439			12,366			41,507			45,615			41,507
Other real estate owned	7,716			7,720			5,995			4,625			1,748			7,716			1,748
Total NPAs	$	53,331		$	51,320		$	39,434		$	16,991		$	43,255		$	53,331		$	43,255

Charge-offs:
Residential	$	—		$	—		$	—		$	—		$	(157)		$	—		$	(157)
Commercial	(1,740)			—			—			(8,101)			(143)			(1,740)			(2,797)
Consumer	(57)			(68)			(48)			(113)			(30)			(125)			(104)
Total charge-offs	(1,797)			(68)			(48)			(8,214)			(330)			(1,865)			(3,058)

Recoveries:
Residential	—			1			5			—			54			1			62
Commercial	7			29			135			71			10			36			20
Consumer	—			274			6			—			40			274			86
Total recoveries	7			304			146			71			104			311			168

Net charge-offs	$	(1,790)		$	236		$	98		$	(8,143)		$	(226)		$	(1,554)		$	(2,890)

CECL transition adjustment	$	—		$	39,137		$	—		$	—		$	—		$	39,137		$	—

Allowance for credit losses (“ACL”) at end of period	$	115,365		$	100,983		$	29,834		$	26,243		$	24,712		$	115,365		$	24,712



Asset Quality Ratios:
NPAs to total assets	0.62		%	0.60		%	0.50		%	0.21		%	0.54		%	0.62		%	0.54		%
NPLs to total LHI, excluding mortgage warehouse and PPP loans	0.80			0.75			0.58			0.22			0.72			0.80			0.72
ACL to total LHI, excluding mortgage warehouse and PPP loans	2.01			1.73			0.52			0.46			0.43			2.01			0.43

Net charge-offs to average loans outstanding	0.03			—			—			0.14			—			0.03			0.05

¹ Accruing loans greater than 90 days past due exclude purchase credit deteriorated loans greater than 90 days past due that are accounted for on a pooled basis.

VERITEX HOLDINGS, INC. AND SUBSIDIARY

Reconciliation of Non-GAAP Financial Measures

(Unaudited)

We identify certain financial measures discussed in this earnings release as being “non-GAAP financial measures.” In accordance with SEC rules, we classify 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 generally accepted accounting principles as in effect from time to time in the United States (“GAAP”), in our statements of income, balance sheets or statements of cash flows. Non-GAAP financial measures do not include operating and other statistical measures or ratios calculated using exclusively either one or both of (i) financial measures calculated in accordance with GAAP and (ii) operating measures or other measures that are not non-GAAP financial measures.

The non-GAAP financial measures that we present in this earnings release 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 we calculate the non-GAAP financial measures that we present in this earnings release may differ from that of other companies reporting measures with similar names. You should understand how such other financial institutions calculate their financial measures that appear to be similar or have similar names to the non-GAAP financial measures we have discussed in this earnings release when comparing such non-GAAP financial measures.

Tangible Book Value Per Common Share. Tangible book value is a non-GAAP measure generally used by financial analysts and investment bankers to evaluate financial institutions. We calculate: (a) tangible common equity as total stockholders’ equity less goodwill and core deposit intangibles, net of accumulated amortization; and (b) tangible book value per common share as tangible common equity (as described in clause (a)) divided by number of common shares outstanding. For tangible book value per common share, the most directly comparable financial measure calculated in accordance with GAAP is book value per common share.

We believe that this measure is important to many investors in the marketplace who are interested in changes from period to period in book value per common share exclusive of changes in core deposit intangibles. Goodwill and other intangible assets have the effect of increasing total book value while not increasing our tangible book value.

The following table reconciles, as of the dates set forth below, total stockholders’ equity to tangible common equity and presents our tangible book value per common share compared with our book value per common share:


	As of
	June 30, 2020		Mar 31, 2020		Dec 31, 2019		Sep 30, 2019		June 30, 2019
	(Dollars in thousands, except per share data)
Tangible Common Equity
Total stockholders' equity	$	1,163,749	$	1,149,269	$	1,190,797	$	1,205,530	$	1,205,293
Adjustments:
Goodwill	(370,840)		(370,840)		(370,840)		(370,463)		(370,221)
Core deposit intangibles	(62,661)		(65,112)		(67,563)		(70,014)		(72,465)
Tangible common equity	$	730,248	$	713,317	$	752,394	$	765,053	$	762,607
Common shares outstanding	49,633		49,557		51,064		52,373		53,457

Book value per common share	$	23.45	$	23.19	$	23.32	$	23.02	$	22.55
Tangible book value per common share	$	14.71	$	14.39	$	14.73	$	14.61	$	14.27

VERITEX HOLDINGS, INC. AND SUBSIDIARY

Reconciliation of Non-GAAP Financial Measures

(Unaudited)

Tangible Common Equity to Tangible Assets. Tangible common equity to tangible assets is a non-GAAP measure generally used by financial analysts and investment bankers to evaluate financial institutions. We calculate: (a) tangible common equity as total stockholders’ equity, less goodwill and core deposit intangibles, net of accumulated amortization; (b) tangible assets as total assets less goodwill and core deposit intangibles, net of accumulated amortization; and (c) tangible common equity to tangible assets as tangible common equity (as described in clause (a)) divided by tangible assets (as described in clause (b)). For tangible common equity to tangible assets, the most directly comparable financial measure calculated in accordance with GAAP is total stockholders’ equity to total assets.

We believe that this measure is important to many investors in the marketplace who are interested in the relative changes from period to period in common equity and total assets, in each case, exclusive of changes in core deposit intangibles. Goodwill and other intangible assets have the effect of increasing both total stockholders’ equity and assets while not increasing our tangible common equity or tangible assets.

The following table reconciles, as of the dates set forth below, total stockholders’ equity to tangible common equity and total assets to tangible assets and presents our tangible common equity to tangible assets:


	As of
	June 30, 2020			Mar 31, 2020			Dec 31, 2019			Sep 30, 2019			June 30, 2019
	(Dollars in thousands)
Tangible Common Equity
Total stockholders' equity	$	1,163,749		$	1,149,269		$	1,190,797		$	1,205,530		$	1,205,293
Adjustments:
Goodwill	(370,840)			(370,840)			(370,840)			(370,463)			(370,221)
Core deposit intangibles	(62,661)			(65,112)			(67,563)			(70,014)			(72,465)
Tangible common equity	$	730,248		$	713,317		$	752,394		$	765,053		$	762,607
Tangible Assets
Total assets	$	8,587,858		$	8,531,624		$	7,954,937		$	7,962,883		$	8,010,106
Adjustments:
Goodwill	(370,840)			(370,840)			(370,840)			(370,463)			(370,221)
Core deposit intangibles	(62,661)			(65,112)			(67,563)			(70,014)			(72,465)
Tangible Assets	$	8,154,357		$	8,095,672		$	7,516,534		$	7,522,406		$	7,567,420
Tangible Common Equity to Tangible Assets	8.96		%	8.81		%	10.01		%	10.17		%	10.08		%

VERITEX HOLDINGS, INC. AND SUBSIDIARY

Reconciliation of Non-GAAP Financial Measures

(Unaudited)

Return on Average Tangible Common Equity. Return on average tangible common equity is a non-GAAP measure generally used by financial analysts and investment bankers to evaluate financial institutions. We calculate: (a) return as net income available for common stockholders adjusted for amortization of core deposit intangibles as net income, plus amortization of core deposit intangibles, less tax benefit at the statutory rate; (b) average tangible common equity as total average stockholders’ equity less average goodwill and average core deposit intangibles, net of accumulated amortization; and (c) return (as described in clause (a)) divided by average tangible common equity (as described in clause (b)). For return on average tangible common equity, the most directly comparable financial measure calculated in accordance with GAAP is return on average equity.

We believe that this measure is important to many investors in the marketplace who are interested in the return on common equity, exclusive of the impact of core deposit intangibles. Goodwill and core deposit intangibles have the effect of increasing total stockholders’ equity while not increasing our tangible common equity. This measure is particularly relevant to acquisitive institutions that may have higher balances in goodwill and core deposit intangibles than non-acquisitive institutions.

The following table reconciles, as of the dates set forth below, average tangible common equity to average common equity and net income available for common stockholders adjusted for amortization of core deposit intangibles, net of taxes to net income and presents our return on average tangible common equity:


	For the Three Months Ended																					For the Six Months Ended
	June 30, 2020			Mar 31, 2020			Dec 31, 2019			Sep 30, 2019			June 30, 2019			June 30, 2020			June 30, 2019
	(Dollars in thousands)
Net income available for common stockholders adjusted for amortization of core deposit intangibles
Net income	$	24,028		$	4,134		$	29,051		$	27,405		$	26,876		$	28,162		$	34,283
Adjustments:
Plus: Amortization of core deposit intangibles	2,451			2,451			2,451			2,451			2,451			4,902			4,928
Less: Tax benefit at the statutory rate	515			515			515			515			515			1,030			1,035
Net income available for common stockholders adjusted for amortization of core deposit intangibles	$	25,964		$	6,070		$	30,987		$	29,341		$	28,812		$	32,034		$	38,176

Average Tangible Common Equity
Total average stockholders' equity	$	1,155,798		$	1,183,116		$	1,197,191		$	1,210,147		$	1,200,632		$	1,142,626		$	1,193,990
Adjustments:
Average goodwill	(370,840)			(370,840)			(370,463)			(370,224)			(369,255)			(370,840)			(368,524)
Average core deposit intangibles	(64,151)			(66,439)			(68,913)			(71,355)			(73,875)			(65,296)			(75,293)
Average tangible common equity	$	720,807		$	745,837		$	757,815		$	768,568		$	757,502		$	706,490		$	750,173
Return on Average Tangible Common Equity (Annualized)	14.49		%	3.27		%	16.22		%	15.15		%	15.26		%	9.12		%	10.26		%

VERITEX HOLDINGS, INC. AND SUBSIDIARY

Reconciliation of Non-GAAP Financial Measures

(Unaudited)

Operating Earnings, Pre-tax, Pre-provision Operating Earnings and performance metrics calculated using Operating Earnings and Pre-tax, Pre-provision Operating Earnings, including Diluted Operating Earnings per Share, Operating Return on Average Assets, Pre-tax, Pre-Provision Operating Return on Average Assets, Operating Return on Average Tangible Common Equity and Operating Efficiency Ratio. Operating earnings and pre-tax, pre-provision operating earnings are non-GAAP measures used by management to evaluate the Company’s financial performance. We calculate (a) operating earnings as net income plus loss(gain) on sale of securities available for sale, net, plus loss (gain) on sale of disposed branch assets, plus FHLB pre-payment fees, plus merger and acquisition expenses, less tax impact of adjustments, plus other merger and acquisition tax items, plus re-measurement of deferred tax assets as a result of the reduction in the corporate income tax rate under the Tax Cuts and Jobs Act. We calculate (b) pre-tax, pre-provision operating earnings as operating earnings as described in clause (a) plus provision for income taxes, plus provision for loan losses. We calculate (c) diluted operating earnings per share as operating earnings as described in clause (a) divided by weighted average diluted shares outstanding. We calculate (d) operating return on average tangible common equity as operating earnings as described in clause (a), adjusted for the amortization of intangibles, divided by total average tangible common equity (average stockholders' equity less average goodwill and average core deposit intangibles, ((net of accumulated amortization.) We calculate (e) operating efficiency ratio as non interest expense plus adjustments to operating non interest expense divided by (i) non interest income plus adjustments to operating non interest income plus (ii) net interest income.

We believe that these measures and the operating metrics calculated utilizing these measures are important to management and many investors in the marketplace who are interested in understanding the ongoing operating performance of the Company and provide meaningful comparisons to its peers.

The following tables reconcile, as of the dates set forth below, operating net income and pre-tax, pre-provision operating earnings and related metrics:


	For the Three Months Ended														For the Six Months Ended
	June 30, 2020		Mar 31, 2020		Dec 31, 2019		Sep 30, 2019		June 30, 2019		June 30, 2020		June 30, 2019
	(Dollars in thousands)
Operating Earnings
Net income	$	24,028	$	4,134	$	29,051	$	27,405	$	26,876	$	28,162	$	34,283
Plus: (Gain) loss on sale of securities available for sale, net	(2,879)		—		438		—		642		(2,879)		1,414
Plus: Loss on sale of disposed branch assets¹	—		—		—		—		359		—		359
Plus: FHLB pre-payment fees	1,561		—		—		—		—		1,561		—

Plus: Merger and acquisition expenses	—		—		918		1,035		5,431		—		36,648
Operating pre-tax income	22,710		4,134		30,407		28,440		33,308		26,844		72,704
Less: Tax impact of adjustments	(277)		—		(23)		217		1,351		(277)		8,068

Plus: Other M&A tax items²	—		—		829		406		277		—		277
Plus: Discrete tax adjustments³	(1,799)		—		(965)		—		—		(1,799)		—
Operating earnings	$	21,188	$	4,134	$	30,294	$	28,629	$	32,234	$	25,322	$	64,913

Weighted average diluted shares outstanding	49,727		51,056		52,263		53,873		54,929		50,383		54,929
Diluted EPS	$	0.48	$	0.08	$	0.56	$	0.51	$	0.49	$	0.56	$	0.62
Diluted operating EPS	0.43		0.08		0.58		0.53		0.59		0.50		1.18

¹Loss on sale of disposed branch assets for the three months ended June 30, 2019 is included in merger and acquisition expense in the condensed consolidated statements of income.

² Other M&A tax items of $829 thousand, $406 thousand and $277 thousand recorded during the three months ended December 31, 2019, September 30, 2019 and June 30, 2019, respectively, relate to permanent tax expense recognized by the Company as a result of deduction limitations on compensation paid to covered employees in excess of the 162(m) limitation directly due to change-in-control payments made to covered employees in connection with the Green acquisition.

³ Discrete tax adjustments of $965 thousand were recorded during the fourth quarter of 2019 primarily due to the Company recording a net tax benefit of $1.6 million as a result of the Company settling an audit with the IRS. The Company released an uncertain tax position reserve that was assumed in the Green acquisition resulting in a $2.2 million tax benefit, offset by tax expense totaling $598 thousand that were recorded due to the Tax Cuts and Jobs Act rate change on deferred tax assets resulting from the IRS audit settlement. The net IRS settlement was offset by various discrete, non-recurring tax expenses totaling $0.6 million. A discrete tax benefit of $1,799 was recorded in the second quarter of 2020 as a result of the Company amending a prior year Green tax return to carry back a net operating loss ("NOL") incurred by Green on January 1, 2019. The Company was allowed to carry back this NOL as result of a provision in the CARES Act which permits NOLs generated in tax years 2018, 2019 or 2020 to be carried back five years.


	For the Three Months Ended																					For the Six Months Ended
	June 30, 2020			Mar 31, 2020			Dec 31, 2019			Sep 30, 2019			June 30, 2019			June 30, 2020			June 30, 2019
	(Dollars in thousands)
Pre-Tax, Pre-Provision Operating Earnings
Net income	$	24,028		$	4,134		$	29,051		$	27,405		$	26,876		$	28,162		$	34,283
Plus: Provision (benefit) for income taxes	3,987			(684)			8,168			7,595			7,369			3,303			9,358
Pus: Provision for credit losses and unfunded commitments	18,971			35,657			3,493			9,674			3,335			54,628			8,347
Plus: (Gain) loss on sale of securities available for sale, net	(2,879)			—			438			—			642			(2,879)			1,414
Plus: Loss on sale of disposed branch assets¹	—			—			—			—			359			—			359
Plus: FHLB pre-payment fees	1,561			—			—			—			—			1,561			—

Plus: Merger and acquisition expenses	—			—			918			1,035			5,431			—			36,648
Pre-tax, pre-provision operating earnings	$	45,668		$	39,107		$	42,068		$	45,709		$	44,012		$	84,775		$	90,409

Average total assets	$	8,689,774		$	8,125,782		$	8,043,505		$	8,009,377		$	7,937,319		$	8,380,947		$	7,888,043
Pre-tax, pre-provision operating return on average assets²	2.11		%	1.94		%	2.07		%	2.26		%	2.22		%	2.03		%	2.31		%

Average total assets	$	8,689,774		$	8,125,782		$	8,043,505		$	8,009,377		$	7,937,319		$	8,380,947		$	7,888,043
Return on average assets²	1.11		%	0.20		%	1.43		%	1.36		%	1.36		%	0.68		%	0.88		%
Operating return on average assets²	0.98			0.20			1.49			1.42			1.63			0.61			1.66

Operating earnings adjusted for amortization of core deposit intangibles
Operating earnings	$	21,188		$	4,134		$	30,294		$	28,629		$	32,234		$	25,322		$	64,913
Adjustments:
Plus: Amortization of core deposit intangibles	2,451			2,451			2,451			2,451			2,451			4,902			4,928
Less: Tax benefit at the statutory rate	515			515			515			515			515			1,030			1,035
Operating earnings adjusted for amortization of core deposit intangibles	$	23,124		$	6,070		$	32,230		$	30,565		$	34,170		$	29,194		$	68,806

Average Tangible Common Equity
Total average stockholders' equity	$	1,155,798		$	1,183,116		$	1,197,191		$	1,210,147		$	1,200,632		$	1,142,626		$	1,193,990
Adjustments:
Less: Average goodwill	(370,840)			(370,840)			(370,463)			(370,224)			(369,255)			(370,840)			(368,524)
Less: Average core deposit intangibles	(64,151)			(66,439)			(68,913)			(71,355)			(73,875)			(65,296)			(75,293)
Average tangible common equity	$	720,807		$	745,837		$	757,815		$	768,568		$	757,502		$	706,490		$	750,173
Operating return on average tangible common equity²	12.90		%	3.27		%	16.87		%	15.78		%	18.09		%	8.31		%	18.50		%

Efficiency ratio	46.02		%	47.61		%	47.12		%	43.67		%	51.49		%	46.76		%	67.28		%
Operating efficiency ratio	45.74		%	47.61		%	45.67		%	42.36		%	43.66		%	46.62		%	43.60		%

¹Loss on sale of disposed branch assets for the three months ended June 30, 2019 is included in merger and acquisition expense in the condensed consolidated statements of income.

² Annualized ratio.

veritex2q20investordeck

V E R I T E X Investor Presentation 2nd Quarter 2020

Safe Harbor Forward-looking statements This presentation contains certain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are based on various facts and derived utilizing assumptions, current expectations, estimates and projections and are subject to known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Forward-looking statements include, without limitation, statements relating to the expected payment date of Veritex Holdings, Inc.’s (“Veritex”) quarterly cash dividend, impact of certain changes in Veritex’s accounting policies, standards and interpretation, the effects of the COVID-19 pandemic and actions taken in response thereto, Veritex’s business and growth strategy, projected plans and objectives. Statements preceded by, followed by or that otherwise include the words “believes,” “expects,” “anticipates,” “intends,” “projects,” “estimates,” “plans” and similar expressions or future or conditional verbs such as “will,” “should,” “would,” “may” and “could” are generally forward-looking in nature and not historical facts, although not all forward-looking statements include the foregoing words. We refer you to the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of Veritex’s Annual Report on Form 10-K for the year ended December 31, 2019 and any updates to those risk factors set forth in Veritex’s Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other filings with the Securities and Exchange Commission (“SEC”), which are available on the SEC’s website at www.sec.gov. If one or more events related to these or other risks or uncertainties materialize, or if Veritex’s underlying assumptions prove to be incorrect, actual results may differ materially from what Veritex anticipates. Accordingly, you should not place undue reliance on any such forward-looking statements. Any forward-looking statement speaks only as of the date on which it is made. Veritex does not undertake any obligation, and specifically declines any obligation, to update or revise any forward-looking statements, whether as a result of new information, future developments or otherwise, except as required by law. All forward- looking statements, expressed or implied, included in this presentation are expressly qualified in their entirety by this cautionary statement. This cautionary statement should also be considered in connection with any subsequent written or oral forward-looking statements that Veritex or persons acting on Veritex’s behalf may issue. This presentation also includes industry and trade association data, forecasts and information that Veritex has prepared based, in part, upon data, forecasts and information obtained from independent trade associations, industry publications and surveys, government agencies and other information publicly available to Veritex, which information may be specific to particular markets or geographic locations. Some data is also based on Veritex's good faith estimates, which are derived from management's knowledge of the industry and independent sources. Industry publications, surveys and forecasts generally state that the information contained therein has been obtained from sources believed to be reliable. Although Veritex believes these sources are reliable, Veritex has not independently verified the information contained therein. While Veritex is not aware of any misstatements regarding the industry data presented in this presentation, Veritex's estimates involve risks and uncertainties and are subject to change based on various factors. Similarly, Veritex believes that its internal research is reliable, even though such research has not been verified by independent sources. 2

Risk Factor Update The novel coronavirus (“COVID-19”) and the impact of actions to mitigate it could have a material adverse effect our business, financial condition and results of operations, and such effects will depend on future developments, which are highly uncertain and are difficult to predict. COVID-19 has led to federal, state and local governments enacting various restrictions in an attempt to limit the spread of the virus, including the declaration of a federal National Emergency; multiple cities’ and states’ declarations of states of emergency; school and business closings; limitations on social or public gatherings and other social distancing measures, such as working remotely, travel restrictions, quarantines and shelter in place orders. Such measures have significantly contributed to rising unemployment and reductions in consumer and business spending. In response to the economic and financial effects of COVID-19, the Federal Reserve Board has sharply reduced interest rates and instituted quantitative easing measures as well as domestic and global capital market support programs. In addition, the Trump Administration, Congress, various federal agencies and state governments have taken measures to address the economic and social consequences of the pandemic, including the passage of the Coronavirus Aid, Relief, and Economic Security Act, or CARES Act, and the Main Street Lending Program. The CARES Act, among other things, provides certain measures to support individuals and businesses in maintaining solvency through monetary relief, including in the form of financing, loan forgiveness and automatic forbearance. Beginning in early April 2020, we began processing loan applications under the Paycheck Protection Program created under the CARES Act. The Federal Reserve’s Main Street Lending Program will offer deferred interest on 4-year loans to small and mid-sized businesses. Other banking regulatory agencies have encouraged lenders to extend additional loans, and the federal government is considering additional stimulus and support legislation focused on providing aid to various sectors, including small businesses. The full impact on our business activities as a result of new government and regulatory policies, programs and guidelines, as well as regulators’ reactions to such activities, remains uncertain. The economic effects of the COVID-19 outbreak have had a destabilizing effect on financial markets, key market indices and overall economic activity. The uncertainty regarding the duration of the pandemic and the resulting economic disruption has caused increased market volatility and may lead to an economic recession and/or a significant decrease in consumer confidence and business generally. The continuation of these conditions caused by the outbreak, including the impacts of the CARES Act and other federal and state measures, specifically with respect to loan forbearances, can be expected to adversely impact our businesses and results of operations and the operations of our borrowers, customers and business partners. In particular, these events can be expected to, among other things: . impair the ability of borrowers to repay outstanding loans or other obligations, resulting in increases in delinquencies; . impair the value of collateral securing loans (particularly with respect to real estate); . impair the value of our securities portfolio; . require an increase in our allowance for credit losses or unfunded commitments; . adversely affect the stability of our deposit base, or otherwise impair our liquidity; . reduce our wealth management revenues and the demand for our products and services; . create stress on our operations and systems associated with our participation in the Paycheck Protection Program as a result of high demand and volume of applications; . result in increased compliance risk as we become subject to new regulatory and other requirements associated with the Paycheck Protection Program and other new programs in which we participate; . impair the ability of loan guarantors to honor commitments; . negatively impact our regulatory capital ratios; . negatively impact the productivity and availability of key personnel and other employees necessary to conduct our business, and of third-party service providers who perform critical services for us, or otherwise cause operational failures due to changes in our normal business practices necessitated by the outbreak and related governmental actions; . increase cyber and payment fraud risk, given increased online and remote activity; and . broadly result in lost revenue and income. Prolonged measures by health or other governmental authorities encouraging or requiring significant restrictions on travel, assembly or other core business practices could further harm our business and those of our customers, in particular our small to medium sized business customers. Although we have business continuity plans and other safeguards in place, there is no assurance that they will be effective. The ultimate impact of these factors is highly uncertain at this time and we do not yet know the full extent of the impacts on our business, our operations or the global economy as a whole. However, the decline in economic conditions generally and a prolonged negative impact on small to medium sized businesses, in particular, due to COVID-19 may result in a material adverse effect to our business, financial condition and results of operations and may heighten many of our known risks described in the “Risk Factors” section of our Annual Report on Form 10-K for the year ended December 31, 2019. 3

Non-GAAP Financial Measures Veritex reports its results in accordance with United States generally accepted accounting principles (“GAAP”). However, management believes that certain supplemental non-GAAP financial measures used in managing its business provide meaningful information to investors about underlying trends in its business. Management uses these non-GAAP measures to assess the Company’s operating performance and believes that these non-GAAP measures provide information that is important to investors and that is useful in understanding Veritex’s results of operations. However, non-GAAP financial measures are supplemental and should be viewed in addition to, and not as an alternative for, Veritex’s reported results prepared in accordance with GAAP. The following are the non-GAAP measures used in this presentation: • Tangible book value per common share; • Tangible common equity to tangible assets; • Returns on average tangible common equity; • Operating net income; • Pre-tax, pre-provision operating earnings; • Diluted operating earnings per share (“EPS”); • Operating return on average assets; • Operating return on average tangible common equity; • Operating efficiency ratio; • Operating noninterest income; and • Operating noninterest expense. Please see “Reconciliation of Non-GAAP Financial Measures” at the end of this presentation for reconciliations of non-GAAP measures to the most directly comparable financial measures calculated in accordance with GAAP. 4

Q2 2020 – Positioning for Challenges Ahead • Pre-tax pre-provision operating earnings of $45.7 million – 2.11% of average assets Strong PTPP annualized Earnings • Net income of $24.0 million, or $0.48 diluted earnings per share (“EPS”) • Provision for credit losses and unfunded commitments of $19.0 million for the quarter Building • Allowance for credit losses coverage increased to 2.01% of total loans, excluding mortgage warehouse and Paycheck Protection Program (“PPP”) loans compared to Reserves 1.73% in the first quarter of 2020 • Net charge-offs of $1.8 million for the quarter, or 3 bps to average loans outstanding • Maintained strong regulatory capital metrics – total common equity tier 1 capital Capital Strong increased $24.6 million, or 13 bps to 9.66% & Growing • Declared regular quarterly dividend of $0.17 • No share repurchases during the quarter • Originated 2,116 PPP loans totaling $400.9 million, increasing our total loans to $6.6 billion, or 22.8% annualized growth Loan and • Mortgage warehouse lending (counter cyclical) increased 19.1% over 1Q20 and 121% Deposit Growth over 2Q19 • Transactional deposits grew $535.7 million, or 52.4% annualized 5

Pandemic Response

Business as “Unusual” Operational Response and Preparedness TOP 5 PRIORITIES • Dispersion of critical operational processes (IT, Wire, Deposit Operations, HR, Digital Banking, Factoring, Branches, Branch Operations, Loan operations, Information Security, Fraud, BSA). . Protection of life/safety of people • Increased monitoring focused on higher risk operations, enhanced remote access security and further restricted internet access. . Sustaining/supporting critical processes • Enhanced security around wire transfer execution. . Communicate frequently and effectively • Flexible scheduling is being provided to those that are unable to work from home. . Support remote working success • Restructured loan approval process by eliminating Executive Loan Committee meetings using already in place approval limits. . Provide seamless service to clients • Implemented a Small Business Administration (“SBA”) module to enable SBA team to offer Paycheck Protection Program (“PPP”) loans to small business clients. DFW Cases: 64,294 • 308, or 57%, of Veritex employees are working remotely Deaths: 825 Texas Cases: 341,739 3% Deaths: 4,151 33% $1.2 mm COVID exp. 64% Houston Cases: 62,162 Deaths: 593 Source: Texas Department of State Health Services as of July 22, 2020. CRA Donations Compensation Other 7

Taking Care of Clients and Communities Paycheck Protection Program (“PPP”) • As an SBA preferred lender, Veritex is participating in the CARES Act PPP loan program • Elected the fair value option to account for PPP loans for reporting purposes • Total gross fees recognized in second quarter of 2020 approximated $12.5 million • Effective yield on PPP loans was 1% in accordance with program guidelines As of June 30, 2020 ($ in millions) # of Loans $ of Loans PPP Loans Funded 2,116 $ 400.9 million Fair Value Adj. (priced at $99.5) 1 2,116 ($ 2.0 million) PPP Loans at Fair Value 2,116 $ 398.9 million Average loan approximately $189 thousand; Weighted average fee – 3.13% Loan Total PPP by Sector Origination # of Loans SBA Fee % $ Fee Funded Pool 4% 2% 6% < 150,000 $ 71,494 1,580 5.00% $ 3.6 Services 8% Real Estate $150,001 - Manufacturing $ 68,651 301 5.00% $ 3.4 $350,000 9% Distribution $350,000 - 57% Financial Services $ 146,443 205 3.00% $ 4.4 $2,000,000 Commodities 14% Government > $2,000,000 $ 114,366 30 1.00% $ 1.1 TOTAL $ 400,954 2,116 $ 12.5 8 1 Fair value price was based on a level 2 broker quote.

Credit Outlook

Loan Portfolio by Loan Type NOOCRE Outstanding: $1.8 Billion Unfunded: $127.5Million 6% Average Loan: $2.8 Million 6% WA LTV: 59% NPL: 1.10% 28% 7% C&I Outstanding: $1.6 Billion Unfunded: $685.3 Million 8% $6.6 Average Loan: $393 Thousand NPL: 1.12% 1 OOCRE Billion Outstanding: $723.8 Million 9% Unfunded: $20.5 Million Average Loan: $941 Thousand WA LTV: 62% Construction 24% NPL: 0.51% 12% Outstanding: $566.5 Million Unfunded: $630.9 Million Average Loan: $1.7 Million WA LTV: 57% NOOCRE C&I NPL: 0.13% OOCRE Construction and Land 1-4 Family Residential Mortgage Warehouse Multifamily WA % Complete: 50% Multifamily PPP Outstanding: $388.4 Million Unfunded: $10.1 Million Average Loan: $5.3 Million 1 Total loans excludes Loans Held for Sale. WA LTV: 69% NPL: 0% 10

Asset Quality Remains Stable NPAs / Total Loans + OREO Past Due 1 Trends % of Total Loans 2 ($ in millions) 1.0% 0.9% 0.9% 0.70% 0.9% 0.8% 0.60% 0.8% 0.7% 0.7% 0.50% 0.6% 0.40% 0.5% $51.4 $53.3 $43.3 0.4% 0.3% $39.4 0.30% 0.3% 0.20% 0.2% $17.0 0.10% 0.1% 0.0% 0.00% 2Q19 3Q19 4Q19 1Q20 2Q20 2Q19 3Q19 4Q19 1Q20 2Q20 30-59 Past Due 60-89 Past Due 90+ Past Due NPAs NPAs/Total Loans + OREO Net Charge-off Trends 0.23% 0.18% 0.14% 0.13% 0.08% 0.05% 0.03% 0.03% 0.00% 0.00% 0.00% -0.03% 2Q19 3Q19 4Q19 1Q20 2Q20 Net Charge-offs Net Charge-off / Avg. Loans Net Charge-offs, excluding Energy / Avg. Loans 1 Past due loans exclude purchased credit deteriorated loans that are accounted for on a pooled basis and non-accrual loans. 11 2 Total loans excludes Loans Held for Sale, Mortgage Warehouse and PPP loans.

Pandemic Portfolio Review Timing – Review performed during June 2020 Phase 1 Scope – All relationships above $2 million that one or more of the following applies: • High Risk Industry • Received a Round 1 Deferment • Received a PPP loan Phase 2 Scope – All relationships above $20 million in commitments Penetration – Phase 1 and Phase 2 targeted review covered $4.9 billion, or 55.2%, of total commitments Results › 2.3% of the total committed bank $s were downgraded to Special Mention, or $203.2 million › $126.1 Million of downgrades to Special Mention were in the Hospitality portfolio › $25.4 Million of downgrades to Special Mention were in the Retail CRE portfolio › 0.3% of the total committed bank $s were downgraded to Substandard, or $31.0 Million › $3.8 Million is in the Hospitality portfolio › $17 Million relates to a student housing property that is underperforming due to COVID issues › $10 Million downgrade is related to a fuel jobber/C-Store operator who is demonstrating poor operating performance Next Steps • Reviews will be conducted quarterly as real time data is collected on borrowers performance in the portfolio 12

Loan Deferment Program Round 1: The Loan Deferment Program addresses the significant payment challenges faced by our customers caused by the COVID-19 virus. Initially 90-day deferral of principal and/or interest Round 2: The second round of the Loan Deferment Program takes a deeper dive into the reasons for the additional deferment request, the actual financial performance of the borrower and the actions being taken by the borrower outside of the deferment request. Extended 90-day deferral of principal and/or interest Round 2 Deferment Request Process Complete IF APPROVED Request Senior Credit Deferment Form Payment Due Financial Loan Servicing Deferment in Officer Reviews Sent to Borrower Date Extended Update Preps Deferment Writing (E-mail) Risk Rating for Execution Received Form 90 Days Round 1 Round 2 As of July 24, 2020 Approved Deferments Approved Expected CRE Retail $338.5 million CRE Retail $3.6 million $3.9 million CRE Hospitality $215.6 million CRE Hospitality $59.6 million $70.3 million CRE Office $201.9 million CRE Office - $7.2 million C&I $164.4 million C&I $10.2 million $31.7 million CRE Other $83.7 million CRE Other $4.3 million $19.0 million 54% CRE Warehouse $79.1 million CRE Warehouse $3.6 million $3.3 million CRE Multifamily $63.1 million CRE Multifamily - $6.2 million Residential RE $43.6 million Residential RE $4.6 million $0.3 million Construction $7.9 million Construction - $0.3 million Consumer $1.0 million Consumer - - Total $1.2 billion Total $85.9 million $142.2 million % of Total Outstanding 18.2% % of Total Outstanding 1.5% 2.5% 13 13

High Risk Industry Hospitality $362,540 ($ in $ $ Avg. Loan # millions) Commitment Outstanding Amount Term 82 $ 341.4 $ 335.9 $ 4.1 $215,568 In-Process 5 $ 65.4 $ 6.6 $ 1.3 Construction 59.4% SBA / USDA 45 $ 20.1 $ 20.1 $ 0.5 $129,900 Total 132 $ 426.9 $ 362.6 $ 2.7 $126,102 35.8% Total Hospitality Portolfio % of Total Round 1 Approved Deferments 6.3% Loans 1 34.7% Round 2 Expected Deferments • 34% Top Tier Hotels (Marriott, Hilton, Starwood, Hyatt) / 42% Q2 Downgrades to Criticized National Economy Hotels (Intercontinental, Wyndham, Best $0 Western) / 19% Luxury Boutique / 5% No Flag Past Due / Non-Accruals • Weighted average LTV of 61% on total outstanding • Approximately 35% of the hospitality book was downgraded to a Criticized Risk Rating in Q2. • Approximately 82% of exposure is located within the State of • Review of our top 25 exposures revealed that revenue increased Texas 103% from May to June and average occupancy increased 18% for • No hotel loans were non-performing as of June 30, 2020 the same period. nd • 2 relationship managers oversee overwhelming majority of this • 2 Round deferments are expected to be approximately 60% of portfolio. They are very experienced in this industry specifically. Round 1 totals. 1 Total loans excludes Loans Held for Sale, Mortgage Warehouse and PPP loans. 14

High Risk Industry Retail CRE ($ in $ $ Avg. Loan # millions) Commitment Outstanding Amount $462,754 NOOCRE 188 $ 411.6 $ 392.1 $ 2.1 Retail Construction 22 $ 139.2 $ 70.7 $ 3.2 Retail Total 210 $ 550.8 $ 462.8 $ 2.2 $239,194 % of Total 8.1% Loans 1 • Weighted average LTV of 55.2% on total outstanding 51.7% • Approximately 6.9% of outstanding exposure are Criticized assets Total Retail CRE Portolfio $25,418 Round 1 Aproved Deferments • 7 borrowers with loans in excess of $10 million with an 5.5% Q2 Downgrades to Criticized average LTV of 62% $7,500 Round 2 Expected Deferments • Approximately 95% of outstanding exposure is located in $4,856 the Bank’s primary market of Texas Past Due / Non-Accrual • 0.32% of retail loans were non-performing as of June 30, 2020. This was a single loan that resolved as of July 7,2020 1 Total loans excludes Loans Held for Sale, Mortgage Warehouse and PPP loans. 15

High Risk Industry Restaurant $120,652 ($ in $ $ Avg. Loan # millions) Commitment Outstanding Amount Term 103 $ 116.1 $ 97.6 $ 1.0 In-Process 4 $ 4.8 $ 3.9 $ 1.0 Construction SBA / USDA 45 $ 19.2 $ 19.1 $ 0.4 Total 152 $ 140.1 $ 120.6 $ 0.8 $30,690 % of Total 2.1% Loans 1 25.4% Total Restaurant Portolfio $4,822 Round 1 Approved Deferments • 62% Quick Service / 38% Full Service Past Due / Non-Accrual $3,173 • A total of 80% of the portfolio is secured by real estate assets with an average Q2 Downgrades to Criticized $2,413 LTV of 60% Round 2 Expected Deferments • Approximately 83% of exposure is located within the State of Texas • 2.03% of restaurant loans were non-performing as of June 30, 2020 • The largest CRE exposure in this book, approximately $21 million, has not requested a Round 2 deferment and has resumed making scheduled payments • 6 borrowers (11 loans) account for approximately $42 million, or 36%, of the • Past due / Non-accrual loans are primarily in government guaranteed loans that outstanding balance. All but one of these loans are secured by CRE. The one not were problem assets prior to the COVID secured by CRE is one of the most prominent chains in DFW. 1 Total loans excludes Loans Held for Sale, Mortgage Warehouse and PPP loans. 16

High Risk Industry Summary $5,725,414 The following portfolios are considered a High Risk Industry: › Retail CRE › Hospitality › Restaurants › Senior Housing › Healthcare › Leveraged Lending › Energy $462,754 1 19.2% / TL Total Loans ("TL") $362,540 Retail CRE (8.1% / TL) Hospitality (6.3% / TL) $120,652 Restaurant (2.1% / TL) $65,546 Senior Housing (1.1% / TL) $44,550 Healthcare (0.8% / TL) $29,007 Leveraged Lending (0.5% / TL) $14,841 Energy (0.4% / TL) 1 Total loans excludes Loans Held for Sale, Mortgage Warehouse and PPP loans. 17

CECL Update

CECL – Continuing Reserve Build June 30, 2020 January 1, 2020 March 31, 2020 June 30, 2020 Reserve % per ($ in thousands) Portfolio Pooled Loans, exc. MW and PPP Commercial $ 19,102 $ 24,814 $ 23,370 1.55% CRE 17,351 28,619 38,590 1.55% Multifamily 2,593 4,900 6,429 1.63% Construction and Land 3,180 6,172 9,084 1.49% 1-4 Family Residential 5,094 7,583 10,217 1.95% Consumer 338 323 311 2.13% Total $ 47,658 $ 72,411 $ 88,001 1.59% Specific Reserves $ 1,602 $ 5,921 $ 5,713 13.60% PCD Reserves $ 19,711 $ 22,651 $ 21,651 14.80% Allowance for Credit Loss ("ACL"), exc. MW and PPP $ 68,971 $ 100,983 $ 115,365 14.2% in Reserves ACL / Total LHFI, exc. MW and PPP 1.23% 1.73% 2.01% ACL / Total LHFI 1.16% 1.62% 1.76% Reserve for Unfunded Expected to Fund$ 1,718 $ 5,599 $ 8,398 Net Charge-offs $ 236 $ (1,554) CECL Modeling Assumptions ($ in thousands) $150,000 NPL / Reserves › Moody’s Texas unemployment and year-over-year % change in Texas GDP utilized in model $115,365 $100,983 › Forecasts feature significant recessionary estimates $100,000 followed by slow improvement $68,971 › Texas Unemployment increases from 8.2% 3Q20 $45,615 to 8.45% 2Q21 $43,600 $50,000 $33,439 › % YOY change in Texas GDP bottoms out (7.1%) in 3Q20 recovering to 7.4% by 2Q21 › Continued elevated qualitative reserves equating to a $- 4Q19 1Q20 2Q20 ending ACL mirroring Moody’s stressed W shape economic 19 recovery ACL NPLs

Capital and Financial Results

Capital Remains Strong and Continues to Build ($ in thousands) June 30, 2020 March 31, 2020 $ Change Basel III Standarized 1 CET1 capital $ 726,006 $ 701,401 $ 24,605 CET1 capital ratio 9.7% 9.5% Leverage capital $ 755,121 $ 730,461 $ 24,660 Leverage capital ratio 9.2% 9.9% Tier 1 capital $ 755,121 $ 730,461 $ 24,660 Tier 1 capital ratio 10.1% 9.9% Total capital $ 955,220 $ 918,866 $ 36,354 Total capital ratio 12.7% 12.5% Risk weighted assets $ 7,516,531 $ 7,359,811 $ 156,720 Total assets 2 $ 8,587,858 $ 8,531,624 $ 56,234 Tangible common equity / Tangible Assets 3 8.96% 8.81% Ratios as of June 30, 2020 • Dividends 12.49% 12.71% 11.29% 11.29% › On July 28, 2020, declared quarterly cash dividend of $0.17 10.29% 10.05% 9.66% per common share payable in August 2020 9.16% › Will continuously review dividend with Board of Directors throughout the COVID-19 pandemic • Stock Buyback Program › Suspended on March 16, 2020 2 Leverage Ratio Tier 1 Ratio Total Capital Ratio CET1 • Elected option to delay CECL transition impact on regulatory Bank VHI capital for 2 years, followed by a three-year transition period 1 Estimated capital measures inclusive of CECL capital transition provisions as of June 30, 2020. 2 Total assets includes PPP loans that we did not utilize the Paycheck Protection Program Liquidity Facility to fund. 21 3 Please refer to the “Reconciliation of Non-GAAP Financial Measures” at the end of this presentation for a description and reconciliation of these non-GAAP financial measures.

Deposits – Record Growth & Improving Mix $7 • Total deposits, excluding time deposits, increased $535.7 million, or 52.0% annualizes during the second quarter of $6 2020. Loan to Deposit Ratio 2 100% $5 • Noninterest-bearing deposits totaled $1.9 billion, which comprised 31.1% of total deposits as of June 30, 2020. $4 90% • Excluding mortgage warehouse and PPP loans, the loan to deposit ratio was 93.5% at June 30, 2020. $3 • Reliance on less valuable time deposits has decreased from $2 80% 33% in 2Q19 to 25% in 2Q20. $1 • Cost of interest-bearing deposits, excluding deposit premium 70% accretion, declined 56 bps in 2Q20 to 0.86%. $- 2Q19 3Q19 4Q19 1Q20 2Q20 Certificates and other time deposits Interest-bearing Noninterest-bearing Quarterly Cost of Interest-bearing Deposits and Total Deposits 1 CD Maturity Table 1.94% 1.89% 1.65% Balance WA Rate 1.42% 3Q20 431,576 1.41% 1.47% 1.44% 4Q20 282,475 1.68% 1Q21 235,424 1.61% 1.23% 2Q21 271,539 1.20% 1.05% 0.86% 3Q21 79,820 1.83% 0.61% 4Q21 69,107 1.69% 1Q22 58,278 1.73% 2Q19 3Q19 4Q19 1Q20 2Q20 2Q22+ 75,482 1.87% Average cost of interest-bearing deposits, excluding deposit premium accretion Total 1,503,701 1.52% Average cost of total deposits, excluding deposit premium accretion 1 Average costs of interest-bearings deposits excludes $1,355, $1,210, $740, $423 and $263 of deposit premium accretion as of 2Q19, 3Q19, 4Q19, 1Q20 and 2Q20, respectively. 22 2 Loan to Deposit Ratio excluding mortgage warehouse and PPP loans.

Robust and Stable Liquidity Debt Securities Portfolio as of June 30, 2020 Ratings Profile S&P Moody's AAA 75.2% Aaa 66.8% 5% 13% AA 0.7% Aa1 0.5% 27% 14% Portfolio Highlights Wtd. Avg. Tax Equivalent Yield 2.88% 41% % Available-for-Sale 97.0% Avg. Life 5.8 yrs Modified Duration 4.1 yrs MUN COR CMO MBS ABS $ in millions Available for Sale Portfolio Breakout Primary & Secondary Liquidity Sources Cash and Cash Equivalents $ 160,306 Market Net Unrealized Unpledged Investment Securities 1,025,743 Security Type Book Value Value Gain Corporate $ 150,923 $ 151,329 $ 406 FHLB Borrowing Availability 311,464 Municipal 114,789 122,324 7,535 Unsecured Lines of Credit 175,000 Mortgage-Backed Security 271,680 289,444 17,764 Funds Available through Fed Discount 620,503 Collateralized Mortgage Obligation 433,532 457,026 23,494 Window Asset Backed Securities 56,531 59,947 3,416 Available Paycheck Protection $ 1,027,455 $ 1,080,070 $ 52,615 Program Liquidity Facility (“PPPLF”) $ 400,954 from FRB Total as of June 30, 2020 $ 2,693,970 23

Key Financial Metrics ROAA 1 Tangible Book Value per Common Share 1 2.22% 2.26% $14.61 $14.73 $14.71 2.07% 2.11% $14.39 1.94% $14.27 1.36% 1.36% 1.43% 0.98% 0.20% 2Q19 3Q19 4Q19 1Q20 2Q20 2Q19 3Q19 4Q19 1Q20 12Q20 Reported PTPP Operating Efficiency Ratio 1 Tangible Book Value per Common Share Build $15.20 51.49% $0.04 $15.00 $0.48 $0.05 $(0.17) $(0.07) $14.80 $(0.01) $14.71 47.12% 47.61% $14.60 46.02% $14.39 47.61% $14.40 43.66% 43.67% 45.67% 45.74% $14.20 $14.00 42.36% 2Q19 3Q19 4Q19 1Q20 2Q20 Reported Operating 24 1 Please refer to the “Reconciliation of Non-GAAP Financial Measures” at the end of this presentation for a description and reconciliation of these non-GAAP financial measures.

Net Interest Income $ in millions • Net interest income of $65.8 million, down slightly from 1Q20 $70.9 $71.4 $69.9 $67.4 $65.8 • Net interest margin of 3.31% down 36 bps compared to 1Q20 • Drivers of NIM decrease are as follows: 4.00% 3.90%  12 bps of the decline is due to lower interest rates 3.81%  9 bps of the decline is due to the impact of PPP 3.69% 3.67% 3.60% lending with a 1% yield 3.47%  6 bps of the decline is due to lower purchase 3.39% 3.31% accounting adjustments  Remaining decline is primarily due to an unfavorable 3.13% mix shift • Loan yields decreased 64 bps mainly driven by 83 bps decline in 1 Mo Libor during Q2 and a flattening yield curve 2Q19 3Q19 4Q19 1Q20 2Q20 • Costs of interest bearing deposits decreased 55 bps due to Net Interest Income repricing efforts in a lower rate environment NIM 1 Adjusted NIM (Excludes All Purchase Accounting) • Strong growth in in non-time deposits at lower rates helped offset the decline in loan yields 1 Purchase accounting adjustments are primarily comprised of loan accretion and deposit premium amortization of $3.1 million and $263 thousand, respectively, in 2Q20, $ $4.4 million and $423 thousand, respectively, in 1Q20, $5.6 million and $740 thousand, respectively, in 4Q19, $4.2 million and $1.2 million, respectively, in 3Q19 and $3.6 million and $1.9 million, respectively, in 25 2Q19.

Noninterest Income/Expense (Operating) ($ in thousands) ($ in thousands) Operating Noninterest Income 1 Composition Operating Noninterest Expense 1 Composition $38,500 $18,411 $35,366 $35,545 $34,106 $33,595 $7,750 $6,940 $7,510 $2,897 $7,100 $6,559 $1,245 $2,696 $2,696 $2,696 $2,719 $2,712 $2,796 $2,615 $2,196 $2,814 $2,750 $3,994 $11,006 $4,198 $4,273 $4,014 $4,044 $8,430 $7,570 $1,443 $7,247 $6,676 $842 $138 $2,179 $81 $143 $20,019 $2,252 $1,921 $18,917 $18,870 $1,932 $142 $308 $17,459 $17,530 $845 $1,240 $3,667 $3,728 $3,642 $3,422 $2,960 2Q19 3Q19 4Q19 1Q20 2Q20 2Q19 3Q19 4Q19 1Q20 2Q20 Other Salaries and employee benefits Occupany and equipment Government guaranteed loan income, net Professional and regulatory fees Includes $1.1 million in Gain on sale of mortgage loans Amortization of intangibles Loan fees COVID related expenses problem loan expenses, up Service charges and fees on deposit accounts Other from $159 thousand in 1Q20. 26 1 Please refer to the “Reconciliation of Non-GAAP Financial Measures” at the end of this presentation for a description and reconciliation of this non-GAAP financial measures.

Building to Weather the Pandemic and Capture Opportunities • Significant additions and depth added to the Senior Executive Vice President Team including: Talent Additions • Jim Recer, Chief Banking Officer • Cara McDaniel, Chief Talent Officer • Scooter Smith, Head of Private Bank • 9.66% CET1 Ratio Well Capitalized • 10.05% Tier 1 Ratio • $1.2 billion Total Capital • Continued focus on growing pre-tax, pre-provision operating return earnings which PTPP increased $6.6 million from the first quarter of 2020 to the second quarter of 2020 • PTPP ROAA above 2% 5 out of the last 6 quarters • Maintaining conservative underwriting standards Conservative • Proactive pandemic portfolio deep dive review with 55% penetration Credit Discipline • Net charge-offs, excluding energy, to average loans has averaged 0.016% for the past five quarters • Maintain focus on the community we serve including donations and outreach where most Customer and needed in our community Community • Provide constant support to customers helping navigate and respond to the most urgent Focused needs during these uncharted times • Care, concern and work flexibility with increased protocol for entire staff 27

Supplemental

Reconciliation of Non -GAAP Financial Measures 29

Reconciliation of Non -GAAP Financial Measures 30

Reconciliation of Non -GAAP Financial Measures 31

Reconciliation of Non -GAAP Financial Measures 32

Reconciliation of Non -GAAP Financial Measures As of 30-Jun-20 31-Mar-20 31-Dec-19 30-Sep-19 30-Jun-19 (Dollars in thousands, except per share data) Operating Noninterest Income Noninterest income $ 21,290 $ 7,247 $ 7,132 $ 8,430 $ 6,034 Plus: Loss (gain) on sale of securities availablefor sale, net (2,879) - 438 - 642 Operating noninterest income $ 18,411 $ 7,247 $ 7,570 $ 8,430 $ 6,676 Operating Noninterest Expense Noninterest expense $ 40,061 $ 35,545 $ 36,284 $ 34,630 $ 39,896 1 Plus: Loss (gain) on sale of disposed branch assets - - - - 359 Plus: FHLB pre-payment fees 1,561 - - - - Plus: Merger and acquisition expenses - - 918 1,035 5,431 Operating noninterest expense $ 38,500 $ 35,545 $ 35,366 $ 33,595 $ 34,106 1 Annualized ratio. Loss on sale of disposed branch assets for the three months ended June 30, 2019 is included in merger and acquisition expense within the condensed consolidated statements of income. 33

V E R I T E X

Document

Exhibit 99.3

https://cdn.kscope.io/a02041f62006efa0597d84923d33ba3c-veritexseclogoa1411.jpg

PRESS RELEASE

FOR IMMEDIATE RELEASE

Veritex Holdings, Inc. Declares Cash Dividend on Common Stock

Dallas, TX – July 28, 2020 – Veritex Holdings, Inc. (Nasdaq: VBTX) (“Veritex” or the “Company”), the parent holding company for Veritex Community Bank, today announced the declaration of a quarterly cash dividend of $0.17 per share on its outstanding common stock. The dividend will be paid on or after August 20, 2020 to shareholders of record as of the close of business on August 6, 2020.

About Veritex Holdings, Inc.

Headquartered in Dallas, Texas, Veritex is a bank holding company that conducts banking activities through its wholly-owned subsidiary, Veritex Community Bank, with locations throughout the Dallas-Fort Worth metroplex and in the Houston metropolitan area. Veritex Community Bank is a Texas state chartered bank regulated by the Texas Department of Banking and the Board of Governors of the Federal Reserve System. For more information, visit www.veritexbank.com.

Forward Looking Statement

This press release contains "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The forward-looking statements include statements regarding Veritex's projected plans and objectives, including the expected payment date of its common stock dividend. Forward-looking statements are typically identified by words such as “believe,” “expect,” “anticipate,” “intend,” “target,” “estimate,” “continue,” “positions,” “prospects” or “potential,” by future conditional verbs such as “will,” “would,” “should,” “could” or “may”, or by variations of such words or by similar expressions. These forward-looking statements are subject to numerous assumptions, risks and uncertainties which change over time. Forward-looking statements speak only as of the date they are made and Veritex assumes no duty to update or revise any forward-looking statements, whether as a result of new information, future developments or otherwise.

Source: Veritex Holdings, Inc.

Media Contact:

LaVonda Renfro

972-349-6200

lrenfro@veritexbank.com

Investor Relations:

Susan Caudle

972-349-6132

scaudle@veritexbank.com