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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): February 26, 2018

_________________________________________

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 400

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:

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

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

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

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

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.☒

Item 2.02 Results of Operations and Financial Conditions

Item 7.01 Regulation FD Disclosure

On February 26, 2018, Veritex Holdings, Inc. (the “Company”), the holding company for Veritex Community Bank, a Texas state chartered bank, issued a press release amending its previously reported results of operations for the fourth quarter and year ended December 31, 2017. A copy of the press release is included as Exhibit 99.1 hereto and is incorporated herein by reference.

The Company also amended its slide presentation consisting of information regarding the Company’s operating and growth strategies and financial performance, which has been posted on the Company’s website as of February 26, 2018. The presentation materials are attached hereto as Exhibit 99.2, which is incorporated herein by reference.

As provided in General Instructions B.2 to Form 8-K, the information furnished in Items 2.02, 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 9.01 Financial Statements and Exhibits

(d) Exhibits.



Exhibit Number		Description
99.1		Press Release, dated February 26, 2018.
99.2		Presentation materials

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:		February 26, 2018

Exhibit

VERITEX HOLDINGS, INC. AMENDS PREVIOUSLY REPORTED EARNINGS FOR THE FOURTH QUARTER AND YEAR-ENDED DECEMBER 31, 2017 AND EARNINGS PRESENTATION

Dallas, TX - February 26, 2018 - Veritex Holdings, Inc. (NASDAQ: VBTX) (“Veritex” or “the Company”), the holding company of Veritex Community Bank, previously announced its financial results on January 29, 2018, which reflected an initial provisional purchase price accounting estimate for Veritex's deferred taxes recorded for the acquisition of Liberty Bancshares, Inc. (“Liberty”) that closed on December 1, 2017. Subsequent to reporting earnings, and in accordance with accounting guidance, Veritex made an update to the provisional estimate for the deferred taxes of Liberty and re-measured the updated provisional estimate at December 31, 2017, using the new effective tax rate under the Tax Cuts and Jobs Act (the “Tax Act”). The re-measurement resulted in a decrease in total assets and a decrease in net income of $1.1 million for the fourth quarter and year-ended December 31, 2017, and a decrease in diluted earnings per share of $0.05 and $0.06 for the fourth quarter and year-ended December 31, 2017, respectively.

The measurement period for Veritex to determine the fair values of acquired identifiable assets and assumed liabilities is the earlier of (i) twelve months from the date of the acquisition or (ii) as soon as Veritex receives the information it was seeking about facts and circumstances that existed as of the acquisition date or learns that more information is not obtainable. As Veritex has only recorded provisional estimates for the Liberty and Sovereign Bancshares, Inc. acquisitions with respect to loans, bank premises, furniture and equipment, goodwill, intangible assets and deferred taxes, any changes to these provisional estimates and re-measurement of deferred taxes could potentially have a further impact on our earnings.

In addition, the Company also early adopted ASU No. 2018-02, “Income Statement - Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income” (ASU 2018-02). ASU 2018-02, issued in February 2018, provides for the reclassification of the effect of re-measuring deferred tax balances related to items within accumulated other comprehensive income (“AOCI") to retained earnings resulting from the Tax Act. Veritex early adopted ASU 2018-02 and reclassified $227 thousand from AOCI to retained earnings.

Veritex has included amended preliminary fourth quarter and year-ended December 31, 2017 results herein. Veritex has also amended its earnings presentation to reflect these amended results, which will be available on the Company’s website.

About Veritex Holdings, Inc.

Headquartered in Dallas, Texas, Veritex Holdings, Inc. is a bank holding company that conducts banking activities through its wholly-owned subsidiary, Veritex Community Bank, with currently twenty branch locations and one mortgage office throughout the Dallas-Fort Worth metroplex and one branch 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

This release contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include information regarding Veritex’s future financial performance, business and growth strategy, projected plans and objectives, and related transactions, integration of the acquired businesses, ability to recognize anticipated operational efficiencies, and other projections based on macroeconomic and industry trends, which are inherently unreliable due to the multiple factors that impact economic trends, and any such variations may be material. Such forward-looking statements are based on various facts and derived utilizing important assumptions, current expectations, estimates and projections about Veritex and its subsidiaries, any of which may change over time and some of which may be beyond Veritex’s control. 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. Further, certain factors that could affect our future results and cause actual results to differ materially from those expressed in the forward-looking statements include, but are not limited to whether Veritex can: successfully implement its growth strategy, including identifying acquisition targets and consummating suitable acquisitions; continue to sustain internal growth rate; provide competitive products and services that appeal to its customers and target market; difficult market conditions and unfavorable economic trends in the United States generally, and particularly in the market areas in which Veritex operates and in which its loans are concentrated, including the effects of declines in housing markets; an increase in unemployment levels and slowdowns in economic growth; Veritex's level of nonperforming assets and the costs associated with resolving any problem loans including litigation and other costs; changes in market interest rates may increase funding costs and reduce earning asset yields thus reducing margin; the impact of changes in interest rates and the credit quality and strength of underlying collateral and the effect of such changes on the market value of Veritex's investment securities portfolio; the credit risk associated with the substantial amount of commercial real estate, construction and land development, and commercial loans in our loan portfolio; the extensive federal and state regulation, supervision and examination governing almost every aspect of Veritex's operations including changes in regulations affecting financial institutions, including the Dodd-Frank Wall Street Reform and Consumer Protection Act and the rules and regulations being issued in accordance with this statute and potential expenses associated with complying with such regulations; Veritex's ability to comply with applicable capital and liquidity requirements, including our ability to generate liquidity internally or raise capital on favorable terms, including continued access to the debt and equity capital markets; possible changes in trade, monetary and fiscal policies, laws and regulations and other activities of governments, agencies, and similar organizations; the effects of weather and natural disasters such as floods, droughts, wind, tornadoes and hurricanes as well as effects from geopolitical instability and manmade disasters including terrorist attacks; and achieve its performance goals. For discussion of these and other risks that may cause actual results to differ from expectations, please refer to “Special Cautionary Note Regarding Forward-Looking Statements” and “Risk Factors” in Veritex’s Annual Report on Form 10-K filed with the SEC on March 10, 2017 and any updates to those risk factors set forth in Veritex’s subsequent Quarterly Reports on Form 10-Q or Current Reports on Form 8-K. 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, and Veritex does not undertake any obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise. New risks and uncertainties arise from time to time, and it is not possible for us to predict those events or how they may affect us. In addition, Veritex cannot assess the impact of each factor on Veritex’s business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. All forward-looking statements, expressed or implied, included in this communication 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. Annualized, pro forma, projected and estimated numbers are used for illustrative purpose only, are not forecasts and may not reflect actual results.

VERITEX HOLDINGS, INC. AND SUBSIDIARY

Consolidated Financial Highlights - (Unaudited)

(Dollars in thousands)



	At and For the Three Months Ended
	December 31, 2017			September 30, 2017			June 30, 2017			March 31, 2017			December 31, 2016
Selected Financial Data:
Net income	$	3,257		$	5,182		$	3,615		$	3,098		$	3,190
Net income available to common stockholders	3,257			5,140			3,615			3,098			3,190
Total assets	2,945,583			2,494,861			1,508,589			1,522,015			1,408,507
Total loans⁽¹⁾	2,259,831			1,907,509			1,122,468			1,020,970			991,897
Provision for loan losses	2,529			752			943			890			440
Allowance for loan losses	12,808			10,492			9,740			8,816			8,524
Noninterest-bearing deposits⁽²⁾	652,218			495,627			337,057			338,226			327,614
Total deposits⁽²⁾	2,342,912			1,985,658			1,211,107			1,221,696			1,119,630
Total stockholders’ equity	488,929			445,929			247,602			242,725			239,088
Summary Performance Ratios:
Return on average assets⁽³⁾	0.48		%	0.94		%	0.97		%	0.83		%	0.97		%
Return on average equity⁽³⁾	2.78			5.44			5.89			5.20			8.11
Net interest margin⁽⁴⁾	4.24			3.78			3.53			3.21			3.44
Efficiency ratio⁽⁵⁾	53.60			59.33			55.03			58.26			57.39
Noninterest expense to average assets⁽³⁾	2.22			2.26			2.08			1.99			2.16
Summary Credit Quality Data:
Nonaccrual loans	$	13,905		$	1,856		$	1,514		$	1,686		$	941
Accruing loans 90 or more days past due⁽⁶⁾	18			54			15			212			835
Other real estate owned	449			738			493			998			662
Nonperforming assets to total assets	0.49		%	0.11		%	0.13		%	0.19		%	0.17		%
Nonperforming loans to total loans	0.62			0.10			0.14			0.19			0.18
Allowance for loan losses to total loans	0.57			0.55			0.87			0.86			0.86
Net charge-offs to average loans outstanding	0.01			—			—			0.06			0.03
Capital Ratios:
Total stockholders’ equity to total assets	16.60		%	17.87		%	16.41		%	15.95		%	16.97		%
Tangible common equity to tangible assets	11.12			12.76			14.77			14.31			15.23
Tier 1 capital to average assets	12.92			15.26			15.09			14.65			16.82
Tier 1 capital to risk-weighted assets	12.48			14.17			18.17			19.94			20.72
Common equity tier 1 (to risk weighted assets)	11.41			13.65			17.92			19.66			20.42
Total capital to risk-weighted assets	13.16			14.87			19.37			21.20			22.02

__________________________

(1)

Total loans does not include loans held for sale and deferred fees. Loans held for sale were $0.8 million at December 31, 2017, $2.2 million at September 30, 2017, $4.1 million at June 30, 2017, $1.9 million at March 31, 2017, and $5.2 million at December 31, 2016. Deferred fees were $28 thousand at December 31, 2017, $28 thousand at September 30, 2016, $40 thousand at June 30, 2017, $48 thousand at March 31, 2017, and $55 thousand at December 31, 2016. Total loans include branch assets held for sale of $26.3 million at December 31, 2017.


(2)	Total noninterest-bearings deposits and total deposits at December 31, 2017 include branch liabilities held for sale of $39.4 million and $64.3 million, respectively.

(3)

We calculate our average assets and average equity for a period by dividing the sum of our total assets or total stockholders’ equity, as the case may be, at the close of business on each day in the relevant period, by the number of days in the period. We have calculated our return on average assets and return on average equity for a period by dividing net income for that period by our average assets and average equity, as the case may be, for that period.


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


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


(6)	Accruing loans 90 or more days past due excludes $3.3 million of PCI loans acquired from Sovereign as of December 31, 2017 and September 30, 2017. No PCI loans were considered non-performing loans as of December 31, 2017.

VERITEX HOLDINGS, INC. AND SUBSIDIARY

Condensed Consolidated Balance Sheets - (Unaudited)

(In thousands)



	December 31, 2017			September 30, 2017			June 30, 2017			March 31, 2017			December 31, 2016
ASSETS
Cash and due from banks	$	38,243		$	21,879		$	28,687		$	23,021		$	15,631
Interest bearing deposits in other banks	110,801			129,497			144,459			262,714			219,160
Total cash and cash equivalents	149,044			151,376			173,146			285,735			234,791
Investment securities	228,117			204,788			134,708			138,698			102,559
Loans held for sale	841			2,179			4,118			1,925			5,208
Loans, net	2,220,682			1,896,989			1,112,688			1,012,106			983,318
Accrued interest receivable	7,676			6,387			3,333			2,845			2,907
Bank-owned life insurance	21,476			20,517			20,369			20,224			20,077
Bank premises, furniture and equipment, net	75,251			40,129			17,978			17,521			17,413
Non-marketable equity securities	13,732			10,283			7,407			7,375			7,366
Investment in unconsolidated subsidiary	352			352			93			93			93
Other real estate owned	449			738			493			998			662
Intangible assets, net	20,441			10,531			2,171			2,161			2,181
Goodwill	159,452			135,832			26,865			26,865			26,865
Other assets	14,518			14,760			5,220			5,469			5,067
Branch assets held for sale	33,552			—			—			—			—
Total assets	$	2,945,583		$	2,494,861		$	1,508,589		$	1,522,015		$	1,408,507
LIABILITIES AND STOCKHOLDERS’ EQUITY
Deposits:
Noninterest-bearing	$	612,830		$	495,627		$	337,057		$	338,226		$	327,614
Interest-bearing	1,665,800			1,490,031			874,050			883,470			792,016
Total deposits	2,278,630			1,985,658			1,211,107			1,221,696			1,119,630
Accounts payable and accrued expenses	5,098			4,017			2,574			1,631			2,914
Accrued interest payable and other liabilities	5,446			4,368			1,032			9,655			534
Advances from Federal Home Loan Bank	71,164			38,200			38,235			38,271			38,306
Junior subordinated debentures	11,702			11,702			3,093			3,093			3,093
Subordinated notes	4,987			4,987			4,946			4,944			4,942
Other borrowings	15,000			—			—			—			—
Branch liabilities held for sale	64,627			—			—			—			—
Total liabilities	2,456,654			2,048,932			1,260,987			1,279,290			1,169,419
Commitments and contingencies
Stockholders’ equity:
Common stock	241			227			152			152			152
Additional paid-in capital	445,517			404,900			211,901			211,512			211,173
Retained earnings	44,627			41,143			36,003			32,388			29,290
Unallocated Employee Stock Ownership Plan shares	(106		)	(209		)	(209		)	(209		)	(209		)
Accumulated other comprehensive (loss)	(1,280		)	(62		)	(175		)	(1,048		)	(1,248		)
Treasury stock, 10,000 shares at cost	(70		)	(70		)	(70		)	(70		)	(70		)
Total stockholders’ equity	488,929			445,929			247,602			242,725			239,088
Total liabilities and stockholders’ equity	$	2,945,583		$	2,494,861		$	1,508,589		$	1,522,015		$	1,408,507

VERITEX HOLDINGS, INC. AND SUBSIDIARY

Condensed Consolidated Statements of Income - (Unaudited)

(In thousands, except per share data)



	For the Year Ended
	December 31, 2017		December 31, 2016
Interest income:
Interest and fees on loans	$	73,795	$	44,681
Interest on investment securities	3,462		1,409
Interest on deposits in other banks	2,287		503
Interest on other	8		2
Total interest income	79,552		46,595
Interest expense:
Interest on deposit accounts	9,878		4,988
Interest on borrowings	1,166		652
Total interest expense	11,044		5,640
Net interest income	68,508		40,955
Provision for loan losses	5,114		2,050
Net interest income after provision for loan losses	63,394		38,905
Noninterest income:
Service charges and fees on deposit accounts	2,502		1,846
Gain on sales of investment securities	222		15
Gain on sales of loans and other assets owned	3,141		3,288
Bank-owned life insurance	753		771
Other	958		583
Total noninterest income	7,576		6,503
Noninterest expense:
Salaries and employee benefits	20,828		14,332
Occupancy and equipment	5,618		3,667
Professional fees	5,672		2,804
Data processing and software expense	2,217		1,158
FDIC assessment fees	1,177		661
Marketing	1,293		983
Other assets owned expenses and write-downs	182		163
Amortization of intangibles	964		380
Telephone and communications	720		402
Other	4,118		1,840
Total noninterest expense	42,789		26,390
Net income from operations	28,181		19,018
Income tax expense	13,029		6,467
Net income	$	15,152	$	12,551
Preferred stock dividends	$	42	$	—
Net income available to common stockholders	$	15,110	$	12,551
Basic earnings per share	$	0.82	$	1.16
Diluted earnings per share	$	0.80	$	1.13
Weighted average basic shares outstanding	18,404		10,849
Weighted average diluted shares outstanding	18,810		11,153

VERITEX HOLDINGS, INC. AND SUBSIDIARY

Condensed Consolidated Statements of Income - (Unaudited)

(In thousands, except per share data)



	For the Three Months Ended
	December 31, 2017		September 30, 2017		June 30, 2017		March 31, 2017		December 31, 2016
Interest income:
Interest and fees on loans	$	28,182	$	20,706	$	13,024	$	11,883	$	11,684
Interest on investment securities	1,211		941		735		575		396
Interest on deposits in other banks	500		629		548		610		200
Interest on other	4		3		—		1		1
Total interest income	29,897		22,279		14,307		13,069		12,281
Interest expense:
Interest on deposit accounts	3,677		2,812		1,742		1,647		1,600
Interest on borrowings	470		338		189		169		161
Total interest expense	4,147		3,150		1,931		1,816		1,761
Net interest income	25,750		19,129		12,376		11,253		10,520
Provision for loan losses	2,529		752		943		890		440
Net interest income after provision for loan losses	23,221		18,377		11,433		10,363		10,080
Noninterest income:
Service charges and fees on deposit accounts	769		669		555		509		537
Gain on sales of investment securities	17		205		—		—		—
Gain on sales of loans and other assets owned	882		705		807		747		970
Bank-owned life insurance	192		188		186		187		194
Other	438		210		218		92		123
Total noninterest income	2,298		1,977		1,766		1,535		1,824
Noninterest expense:
Salaries and employee benefits	7,357		5,921		3,642		3,908		3,650
Occupancy and equipment	1,996		1,596		1,015		1,011		949
Professional fees	1,713		1,973		1,188		798		943
Data processing and software expense	766		719		372		360		308
FDIC assessment fees	116		410		393		258		213
Marketing	388		436		225		244		279
Other assets owned expenses and write-downs	73		71		13		25		24
Amortization of intangibles	551		223		95		95		95
Telephone and communications	282		230		106		102		107
Other	1,793		943		733		649		516
Total noninterest expense	15,035		12,522		7,782		7,450		7,084
Net income from operations	10,484		7,832		5,417		4,448		4,820
Income tax expense	7,227		2,650		1,802		1,350		1,630
Net income	$	3,257	$	5,182	$	3,615	$	3,098	$	3,190
Preferred stock dividends	$	—	$	42	$	—	$	—	$	—
Net income available to common stockholders	$	3,257	$	5,140	$	3,615	$	3,098	$	3,190
Basic earnings per share	$	0.14	$	0.26	$	0.24	$	0.20	$	0.28
Diluted earnings per share	$	0.14	$	0.25	$	0.23	$	0.20	$	0.27
Weighted average basic shares outstanding	23,124		19,976		15,211		15,200		11,299
Weighted average diluted shares outstanding	23,524		20,392		15,637		15,632		11,653

VERITEX HOLDINGS, INC. AND SUBSIDIARY

Reconciliation of Non-GAAP Financial Measures - (Unaudited)

(In thousands, except per share data and percentages)

The following table reconciles, at the dates set forth below, GAAP net income available to common stockholders to core (non-GAAP) net income available to common stockholders, core diluted earnings per share, core efficiency ratio and core net interest margin:



	For the Three Months Ended
	December 31, 2017			September 30, 2017			June 30, 2017				March 31, 2017			December 31, 2016
Net interest income (as reported)	$	25,750		$	19,129		$	12,376			$	11,253		$	10,520
Adjustment:
Income recognized on acquired loans	2,955			637			135				55			61
Core net interest income	22,795			18,492			12,241				11,198			10,459
Provision for loan losses (as reported)	2,529			752			943				890			440
Noninterest income (as reported)	2,298			1,977			1,766				1,535			1,824
Noninterest expense (as reported)	15,035			12,522			7,782				7,450			7,084
Adjustment:
Merger and acquisition ("M&A") costs	(1,018		)	(1,391		)	(193		)		(89		)	(279		)
Core noninterest expense	14,017			11,131			7,589				7,361			6,805
Core net income from operations	8,547			8,586			5,475				4,482			5,038
Income tax expense (as reported)	7,227			2,650			1,802				1,350			1,630
Adjustments:
Tax impact of adjustments	(678		)	264			20				12			76
Tax Act re-measurement	(3,051		)	—			—				—			—
Other M&A discrete tax items	(398		)	—			—				—			—
Core income tax expense	3,100			2,914			1,822				1,362			1,706
Core net income	$	5,447		$	5,672		$	3,653			$	3,120		$	3,332
Preferred stock dividends (as reported)	—			42			—			—	—			—
Core net income available to common stockholders	$	5,447		$	5,630		$	3,653			$	3,120		$	3,332

Weighted average diluted shares outstanding	23,524			20,392			15,637				15,632			11,653

Diluted earnings per share (as reported)	0.14			0.25			0.23				0.20			0.27
Core diluted earnings per share⁽¹⁾	0.23			0.28			0.23				0.20			0.29

Efficiency Ratio
Efficiency ratio (as reported)	53.60		%	59.33		%	55.03		%		58.26		%	57.39		%
Core efficiency ratio⁽²⁾	55.86		%	54.38		%	54.18		%		57.81		%	55.40		%

Net Interest Margin
Net interest margin (as reported)	4.24		%	3.78		%	3.53		%		3.21		%	3.44		%
Core net interest margin⁽³⁾	3.75		%	3.66		%	3.49		%		3.19		%	3.42		%

___________________________

(1)

Core diluted earnings per share is defined as core net income available to common stockholders divided by weighted average diluted shares outstanding. Excluded from net income available to common stockholders are income recognized on acquired loans, merger and acquisition costs, the tax impact of the adjustments to core net interest income and core noninterest expense, the re-measurement of our deferred tax asset as a result of the Tax Act and the tax impact of other M&A discrete tax items.


(2)	We calculate core efficiency ratio as core noninterest expense divided by the sum of core net interest income and noninterest income (as reported).


(3)	Core net interest margin is equal to core net interest income divided by average interest-earning assets.

VERITEX HOLDINGS, INC. AND SUBSIDIARY

Reconciliation of Non-GAAP Financial Measures - (Unaudited)

(In thousands, except per share data and percentages)



	For the Years Ended
	December 31, 2017			December 31, 2016
Net interest income (as reported)	$	68,508		$	40,955
Adjustment:
Income recognized on acquired loans	3,782			425
Core net interest income	64,726			40,530
Provision for loan losses (as reported)	5,114			2,050
Noninterest income (as reported)	7,576			6,503
Noninterest expense (as reported)	42,789			26,390
Adjustment:
Merger and acquisition costs	(2,691		)	(472		)
Core noninterest expense	40,098			25,918
Core net income from operations	27,090			19,065
Income tax expense (as reported)	13,029			6,467
Adjustment:
Tax impact of adjustments	(382		)	16
Tax Act re-measurement	(3,051		)	—
Other M&A discrete tax items	(398		)	—
Core income tax expense	9,198			6,483
Core net income	$	17,892		$	12,582
Preferred stock dividends (as reported)	42			—
Core net income available to common stockholders	$	17,850		$	12,582

Weighted average diluted shares outstanding	18,810			11,153

Diluted earnings per share (as reported)	0.80			1.13
Core diluted earnings per share	0.95			1.13

Efficiency Ratio
Efficiency ratio (as reported)	56.24		%	55.61		%
Core efficiency ratio	55.46		%	55.11		%

Net Interest Margin
Net interest margin (as reported)	3.77		%	3.72		%
Core net interest margin	3.56		%	3.68		%

VERITEX HOLDINGS, INC. AND SUBSIDIARY

Reconciliation of Non-GAAP Financial Measures - (Unaudited)

(In thousands, except per share data and percentages)

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



	December 31, 2017			September 30, 2017			June 30, 2017			March 31, 2017			December 31, 2016
Tangible Common Equity
Total stockholders’ equity	$	488,929		$	445,929		$	247,602		$	242,725		$	239,088
Adjustments:
Goodwill	(159,452		)	(135,832		)	(26,865		)	(26,865		)	(26,865		)
Intangible assets⁽¹⁾	(22,165		)	(10,531		)	(2,171		)	(2,161		)	(2,181		)
Total tangible common equity	$	307,312		$	299,566		$	218,566		$	213,699		$	210,042
Tangible Assets
Total assets	$	2,945,583		$	2,494,861		$	1,508,589		$	1,522,015		$	1,408,507
Adjustments:
Goodwill	(159,452		)	(135,832		)	(26,865		)	(26,865		)	(26,865		)
Intangible assets⁽¹⁾	(22,165		)	(10,531		)	(2,171		)	(2,161		)	(2,181		)
Total tangible assets	$	2,763,966		$	2,348,498		$	1,479,553		$	1,492,989		$	1,379,461
Tangible Common Equity to Tangible Assets⁽²⁾	11.12		%	12.76		%	14.77		%	14.31		%	15.23		%
Common shares outstanding	24,110			22,644			15,233			15,229			15,195

Book value per common share⁽³⁾	$	20.28		$	19.69		$	16.25		$	15.94		$	15.73
Tangible book value per common share⁽⁴⁾	$	12.75		$	13.23		$	14.35		$	14.03		$	13.82

___________________________


(1)	Intangible assets as of December 31, 2017 include branch intangible assets held for sale of $1.7 million.


(2)	We calculate tangible common equity as total stockholders’ equity less goodwill and other intangible assets, net of accumulated amortization, and we calculate tangible assets as total assets less goodwill and other intangible assets, net of accumulated amortization.


(3)	We calculate book value per common share as total stockholders’ equity at the end of the relevant period divided by the outstanding number of shares of our common stock at the end of the relevant period.


(4)	We calculate tangible book value per common share as total tangible common equity, divided by the outstanding number of shares of our common stock at the end of the relevant period.

VERITEX HOLDINGS, INC. AND SUBSIDIARY

Net Interest Margin - (Unaudited)

(In thousands, except percentages)



	For the Three Months Ended
	December 31, 2017							September 30, 2017							December 31, 2016
	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:
Total loans⁽¹⁾⁽⁴⁾	$	2,030,587		$	28,182	5.51	%	$	1,643,077		$	20,706	5.00	%	$	971,977		$	11,684	4.78	%
Securities available for sale	233,244			1,211		2.06		191,265			941		1.95		96,814			396		1.63
Interest-earning deposits in financial institutions	145,099			500		1.37		171,461			629		1.46		147,974			200		0.54
Investment in subsidiary	352			4		4.51		265			3		4.49		93			1		4.28
Total interest-earning assets	2,409,282			29,897		4.92		2,006,068			22,279		4.41		1,216,858			12,281		4.02
Allowance for loan losses	(10,658		)					(9,910		)					(8,353		)
Noninterest-earning assets⁽⁴⁾	292,664							202,352							98,379
Total assets	$	2,691,288						$	2,198,510						$	1,306,884
Liabilities and Stockholders’ Equity
Interest-bearing liabilities:
Interest-bearing deposits⁽⁴⁾	$	1,569,950		3,677		0.93	%	$	1,294,187		$	2,812	0.86	%	$	784,778		1,600		0.81	%
Advances from FHLB	74,589			213		1.13		53,222			160		1.19		38,328			58		0.60
Other borrowings	25,398			257		4.01		13,793			178		5.12		8,078			103		5.07
Total interest-bearing liabilities	1,669,937			4,147		0.98		1,361,202			3,150		0.92		831,184			1,761		0.84
Noninterest-bearing liabilities:
Noninterest-bearing deposits⁽⁴⁾	542,918							452,426							315,988
Other liabilities⁽⁴⁾	13,819							6,898							3,153
Total noninterest-bearing liabilities	556,737							459,324							319,141
Stockholders’ equity	464,614							377,984							156,559
Total liabilities and stockholders’ equity	$	2,691,288						$	2,198,510						$	1,306,884
Net interest rate spread⁽²⁾						3.94	%						3.49	%						3.18	%
Net interest income				$	25,750						$	19,129						$	10,520
Net interest margin⁽³⁾						4.24	%						3.78	%						3.44	%

___________________________


(1)	Includes average outstanding balances of loans held for sale of $3,155, $1,553, and $5,517 for three months ended December 31, 2017, September 30, 2017, and December 31, 2016, respectively.


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


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


(4)	Includes average outstanding balances of branch assets and liabilities held for sale in total loans, noninterest-bearing assets, interest-bearing deposits, noninterest-bearing deposits and other liabilities.

VERITEX HOLDINGS, INC. AND SUBSIDIARY

Net Interest Margin - (Unaudited)

(In thousands, except percentages)



	For the Year Ended December 31,
	2017							2016
	Average Outstanding Balance			Interest Earned/ Interest Paid		Average Yield/ Rate		Average Outstanding Balance			Interest Earned/ Interest Paid		Average Yield/ Rate
Assets
Interest-earning assets:
Total loans⁽¹⁾⁽²⁾	$	1,441,295		$	73,795	5.12	%	$	924,465		$	44,681	4.83	%
Securities available for sale	170,253			3,462		2.03	%	84,558			1,409		1.67	%
Interest-earning deposits in financial institutions	202,314			2,287		1.13	%	93,199			503		0.54	%
Investment in subsidiary	202			8		3.96	%	93			2		2.15	%
Total interest-earning assets	1,814,064			79,552		4.39	%	1,102,315			46,595		4.23	%
Allowance for loan losses	(9,567		)					(7,743		)
Noninterest-earning assets⁽²⁾	176,471							94,199
Total assets	$	1,980,968						$	1,188,771
Liabilities and Stockholders’ Equity
Interest-bearing liabilities:
Interest-bearing deposits⁽²⁾	$	1,151,033		9,878		0.86	%	$	688,978		4,988		0.72	%
Advances from FHLB	51,196			531		1.04	%	43,649			260		0.60	%
Other borrowings	13,878			635		4.58	%	8,077			392		4.85	%
Total interest-bearing liabilities	1,216,107			11,044		0.91	%	740,704			5,640		0.76	%
Noninterest-bearing liabilities:
Noninterest-bearing deposits⁽²⁾	425,124							302,548
Other liabilities⁽²⁾	6,802							2,937
Total noninterest-bearing liabilities	431,926							305,485
Stockholders’ equity	332,935							142,582
Total liabilities and stockholders’ equity	$	1,980,968						$	1,188,771
Net interest rate spread						3.48	%						3.47	%
Net interest income				$	68,508						$	40,955
Net interest margin						3.77	%						3.72	%

___________________________


(1)	Includes average outstanding balances of loans held for sale of $2,493 and $5,078 for the twelve months ended December 31, 2017 and 2016, respectively.


(2)	Includes average outstanding balances of branch assets and liabilities held for sale in total loans, noninterest-bearing assets, interest-bearing deposits, noninterest-bearing deposits and other liabilities.

earningscall4q2017022320

V E R I T E X Earnings Presentation Fourth Quarter 2017 Revised as of February 26, 2018

2 Safe Harbor Statement NO OFFER OR SOLICITATION This communication does not constitute an offer to sell, a solicitation of an offer to sell, the solicitation or an offer to buy any securities or a solicitation of any vote or approval. There will be no sale of securities in any jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirement of Section 10 of the Securities Act of 1933, as amended. NON-GAAP FINANCIAL MEASURES Veritex reports its results in accordance with United States generally accepted accounting principles (“GAAP”). However, management believes that certain non-GAAP financial measures used in managing its business may provide meaningful information to investors about underlying trends in its business. Non-GAAP financial measures should be viewed in addition to, and not as an alternative for, Veritex’s reported results prepared in accordance with and management uses these non-GAAP measures to measure the Company’s performance and believes that these non-GAAP measures provide a greater understanding of ongoing operations, enhance comparability of results of operations with prior periods and show the effects of significant gains and charges in the periods presented without the impact of unusual items or events that may obscure trends in the Company’s underlying performance. These disclosures should not be viewed as a substitute for financial measures determined in accordance with GAAP. The following are the non-GAAP measures used in this presentation: • core net interest income adjusts net interest income as determined in accordance with GAAP to exclude income recognized on acquired loans • core noninterest expense adjusts noninterest expense as determined in accordance with GAAP to exclude merger and acquisition costs • core income tax expense adjusts income tax expense as determined in accordance with GAAP to exclude the tax impact of the adjustments to core net interest income and core noninterest expense, the re-measurement of our deferred tax asset as a result of the Tax Act and the tax impact of other M&A discrete items • core net income adjusts net income as determined in accordance with GAAP to exclude the impact of income recognized on acquired loans, merger and acquisition costs and the tax impact of the adjustments to core net interest income and core noninterest expense, exclude the re-measurement of our deferred tax asset as a result of the Tax Act and exclude the tax impact of other M&A discrete items • Core diluted earnings per share (EPS) divides (i) core net income by (ii) weighted average diluted shares of common stock outstanding for the applicable period • Core efficiency ratio is determined by dividing core noninterest expense by the sum of core net interest income and noninterest income • Tangible common equity is defined as total stockholders’ equity less goodwill and other intangible assets • Tangible assets is defined as total assets less goodwill and other intangible assets • Tangible common equity to tangible assets is a ratio that is determined by dividing tangible common equity by tangible assets • Tangible book value per common share is determined by dividing tangible common equity by common shares outstanding Please see Reconciliation of Non-GAAP Financial Measures at the end of this presentation for a reconciliation to the nearest GAAP financial measure. 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 include information regarding the Company’s future financial performance, business and growth strategy, projected plans and objectives, and related transactions, integration of the acquired businesses, ability to recognize anticipated operational efficiencies, and other projections based on macroeconomic and industry trends, which are inherently unreliable due to the multiple factors that impact economic trends, and any such variations may be material. Such forward-looking statements are based on various facts and derived utilizing important assumptions, current expectations, estimates and projections about the Company and its subsidiaries, any of which may change over time and some of which may be beyond the Company’s control. 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. Further, certain factors that could affect our future results and cause actual results to differ materially from those expressed in the forward-looking statements include, but are not limited to whether the Company can: successfully implement its growth strategy, including identifying acquisition targets and consummating suitable acquisitions; continue to sustain internal growth rate; provide competitive products and services that appeal to its customers and target market; difficult market conditions and unfavorable economic trends in the United States generally, and particularly in the market areas in which the Company operates and in which its loans are concentrated, including the effects of declines in housing markets; an increase in unemployment levels and slowdowns in economic growth; the Company's level of nonperforming assets and the costs associated with resolving any problem loans including litigation and other costs; changes in market interest rates may increase funding costs and reduce earning asset yields thus reducing margin; the impact of changes in interest rates and the credit quality and strength of underlying collateral and the effect of such changes on the market value of the Company's investment securities portfolio; the credit risk associated with the substantial amount of commercial real estate, construction and land development, and commercial loans in our loan portfolio; the extensive federal and state regulation, supervision and examination governing almost every aspect of the Company's operations including changes in regulations affecting financial institutions, including the Dodd-Frank Wall Street Reform and Consumer Protection Act and the rules and regulations being issued in accordance with this statute and potential expenses associated with complying with such regulations; the Company's ability to comply with applicable capital and liquidity requirements, including our ability to generate liquidity internally or raise capital on favorable terms, including continued access to the debt and equity capital markets; possible changes in trade, monetary and fiscal policies, laws and regulations and other activities of governments, agencies, and similar organizations; and, the effects of weather and natural disasters such as floods, droughts, wind, tornadoes and hurricanes as well as effects from geopolitical instability and manmade disasters including terrorist attacks; and achieve its performance goals. For discussion of these and other risks that may cause actual results to differ from expectations, please refer to “Special Cautionary Note Regarding Forward-Looking Statements” and “Risk Factors” in Veritex’s Annual Report on Form 10-K filed with the SEC on March 10, 2017 and any updates to those risk factors set forth in Veritex’s subsequent Quarterly Reports on Form 10-Q or Current Reports on Form 8-K. 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, and Veritex does not undertake any obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise. New risks and uncertainties arise from time to time, and it is not possible for us to predict those events or how they may affect us. In addition, Veritex cannot assess the impact of each factor on Veritex’s business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. All forward-looking statements, expressed or implied, included in this communication 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. Annualized, pro forma, projected and estimated numbers are used for illustrative purpose only, are not forecasts and may not reflect actual results.

3  Established in 2010 and headquartered in Dallas, Texas  Operate 21 locations strategically located throughout the DFW and Houston markets  Strong commercial lending focus and core deposit mix  Significant organic growth profile complemented by disciplined M&A  Received American Bankers’ “Best Bank to Work For” and The Dallas Morning News “Top 100 Places to Work” Overview Veritex – “Truth in Texas Banking” NASDAQ Bank 52.7% VBTX 43.0% S&P 500 14.5% VBTX 54.4% NASDAQ Bank 51.7% S&P 500 14.3% Franchise Footprint D/FW Metroplex

 Completed public offering of common stock, raising $56.7 million to fund the acquisition of Liberty and support continued growth  Purchased our headquarters office building in Dallas CAPITAL STEWARDSHIP 4  Continued to achieve meaningful cost savings from our recent acquisitions and consolidated our back office functions into a North Dallas operations center  Closed two redundant branches in our Dallas market and two non- core branches in Austin OPERATIONAL EXCELLENCE  Closed Sovereign (over $1.1 billion in assets) and Liberty (over $460 million in assets) acquisitions, solidifying presence in the DFW Metroplex and entering the Houston market  2017 organic loan growth was $203.0 million or 20.5% compared to December 31, 2016 excluding acquired loans of $1.1 billion STRATEGIC GROWTH  Received The Dallas Morning News “Top 100 Places to Work” for the third consecutive year and American Bankers’ “Best Bank to Work For” for the fourth consecutive year CULTURE 2017 Accomplishments Spartan day 1 loans $750.9 Liberty day 1 loans $313,034, 920 Total purchased loans $1063.9

5 Fourth Quarter Highlights Spartan day 1 loans $750.9 Liberty day 1 loans $313,034, 920 Total purchased loans $1063.9  Net income of $3.3 million, or $0.14 diluted EPS and core net income of $5.4 million, or $0.23 core diluted EPS  Increase in net interest margin to 4.24%, compared to 3.78% in 3Q17 and 3.44% in 4Q16. Core net interest margin increased to 3.75%, compared to 3.66% in 3Q17 and 3.42% in 4Q16  Maintained efficiency ratio of 53.60%, or core efficiency ratio of 55.86%, with investments in our growth initiatives and infrastructure  Core results exclude $3.0 million of PAA, but include $1.4 million of provision on acquired loan renewals  Q4 results include only one month of earnings related to Liberty acquisition  Achieved company all-time high in quarterly new loan commitments with annualized organic loan growth of 13.8% over 3Q17  Closed acquisition of Liberty Bancshares, Inc. in December, adding over $460 million in total assets  Sold two non-core Austin branches (closed January 1, 2018), exiting the Austin market and centering our focus on DFW and Houston  Continued success attracting talented bankers including an experienced commercial lender in Houston  Significant progress towards enhancing the funding and liquidity profile from our recent acquisitions while maintaining strong asset sensitivity  Strong capital levels with 11.12% TCE / TA as of 12/31/17 After more than doubling assets in 2017, we enter 2018 poised to further leverage our strong capital position through accretive growth across our franchise

Fourth Quarter Financial Highlights (1) As used in this presentation, core net interest margin, core noninterest expense, core net income available to common, core diluted EPS, core efficiency ratio, tangible common equity to tangible assets and tangible book value per common share are non-GAAP financial measures. For a reconciliation of these non-GAAP financial measures to their comparable GAAP measures, see slides 15 and 16 of this presentation. 6 For the quarter ended Dec 31, 2017 Sept 30, 2017 Dec 31, 2016 Linked Q Δ YoY Q Δ Selected balance sheet Total loans $ 2,259,831 $ 1,907,509 $ 991,897 18.5 % 127.8 % Total deposits 2,342,912 1,985,658 1,119,630 18.0 109.3 Total assets 2,945,583 2,494,861 1,408,507 18.1 109.1 Selected profitability Net interest income $ 25,750 $ 19,129 $ 10,520 34.6 % 144.8 % Net interest margin 4.24 % 3.78 % 3.44 % 46bps 80bps Core net interest margin(1) 3.75 3.66 3.42 9bps 33bps Noninterest expense $ 15,035 $ 12,522 $ 7,084 20.1 % 112.2 % Core noninterest expense(1) 14,017 11,131 6,805 25.9 106.0 Net income available to common 3,257 5,140 3,190 -36.6 2.1 Core net income available to common(1) 5,447 5,630 3,332 -3.3 63.5 Reported diluted EPS 0.14 0.25 0.27 -44.0 -48.1 Core diluted EPS(1) 0.23 0.28 0.29 -17.9 -20.7 Reported efficiency ratio 53.60 % 59.33 % 57.39 % -9.7 -6.6 Core efficiency ratio(1) 55.86 54.38 55.40 -2.7 0.8 Tangible common equity to tangible assets(1) 11.12 12.76 15.23 -12.9 -27.0 Tangible book value per common share(1) $ 12.75 $ 13.23 $ 13.82 -3.6 -7.7

Successful Growth of a Diversified Loan Portfolio Total Loans(1) $298 $398 $495 $603 $821 $992 $2,260 2011 2012 2013 2014 2015 2016 2017 Ending Balances $ in millions Fourth quarter yield on loans(1) was 5.51% including 58 basis points of purchase discount accretion relating to acquired loans For the period ended Dec 31, 2017, loan balances increased $352.3 million over September 30, 2017  Legacy Veritex loan portfolio grew $39.7 million, 3.4% over prior quarter end or 13.8% annualized  Acquired Liberty loans at quarter end represented $312.6 million of the increase 7 (1) Excludes mortgage loans held for sale of $0.8 million and includes Austin branches held for sale loans of $26.3 million

Payoffs, Pay-downs and New Commitments 8 $885 $928 $927 $992 $1,021 $1,122 $1,908 $2,260 $143 $125 $131 $164 $158 $225 $163 $276 2016Q1 2016Q2 2016Q3 2016Q4 2017Q1 2017Q2 2017Q3 2017Q4 Quarter-end Loan Balances versus New Commitments QTR End Balances New Commitments Dollars in millions $56 $67 $107 $82 $106 $73 $104 $172 Total Payoffs / Pay-downs Payoffs and Pay Downs 2016Q1 2016Q2 2016Q3 2016Q4 2017Q1 2017Q2 2017Q3 2017Q4

Credit Quality Metrics Credit Quality – Nonperforming Loans and Net Charge-Offs Reconciliation of provision for loan loss quarter ending December 31, 2017 Dollars in thousands Provision Expense Comments Charge-off $ 240 Larger commercial and four consumer/small business loans Specific reserve 629 Energy production missed targets reducing collateral value General reserve- growth excluding 2017 acquisitions 300 Reserve on legacy loan growth General reserve- acquired loan renewals 1,360 Reflects $110 million of purchased loan renewals Total provision for loan losses $ 2,529 9 0.33% 0.21% 0.23% 0.02% 0.07% 0.08% 0.08% 0.01% 0.18% 0.03% 0.62% 0.01% Nonperforming loans to total loans Net charge-offs to average loans 2012 2013 2014 2015 2016 2017

Core Funded Deposit Mix Total Funding Sources . $365 $448 $574 $639 $868 $1,120 $2,343 2011 2012 2013 2014 2015 2016 2017 Ending Balances $ in millions Fourth quarter average rates: • Interest-bearing deposits 0.93% • Total cost of funds 0.68% Total Deposits (1) For the period ended December 31, 2017, deposit balances increased $357.3 million over Sept 30, 2017. The Liberty acquisition contributed $396.6 million to the growth. Deposits, excluding deposits acquired in the quarter, declined $39.3 million for the quarter, primarily due to reduction in high cost time deposits. 10 (1) Includes Austin branches held for sale deposits of $64.2 million

Core Net Interest Income and Margin Growth $10,397 $10,459 $11,198 $12,241 $18,492 $22,795 3.65% 3.42% 3.19% 3.49% 3.66% 3.75% 3Q16 4Q16 1Q2017 2Q2017 3Q2017 4Q2017 Quarterly Net Interest Trend Core Net interest income Core Net interest margin (1) 72% 20% 8% 1Q2017 76% 14% 10% 2Q2017 82% 9% 9% 3Q2017 80% 12% 8% 4Q2016 Interest-bearing deposits in other banks Investment Securities Loans Average Loans 4.76% 4.76% 4.83% 4.85% 4.93% Deposits 0.81 0.78 0.80 0.86 0.93 Quarterly Average Earning Asset Mix (1)Excludes 2 bps, 2 bps, 5 bps, 15 bps, and 58 bps of income recognized on acquired loans for 4Q2016, 1Q2017, 2Q2017, 3Q2017, and 4Q2017, respectively. See Reconciliation of Non-GAAP Financial Measures for a reconciliation of core net interest income and core net interest margin. (1) 11 84% 6% 10% 4Q2017

Impact of Acquisitions on 4Q2017 12 Results for the fourth quarter isolated for the effects of purchase accounting accretion, purchased and loan renewals, non-recurring merger and acquisition costs, and the impact of Liberty is found below: For the three months ended December 31, 2017 A B C D E A-B-C-D-E Dollars in thousands Total Income/Expense (as reported) Purchase accounting accretion income on acquired loans Acquired loan renewal provision expense Merger and acquisition costs Liberty December Income/Expense less accretion income, and acquired loan provision and Liberty Net interest income $ 25,750 $ 2,955 $ - $ - $ 1,236 $ 21,559 Noninterest income 2,298 - - - 64 2,234 Provision for loan losses 2,529 - 1,360 - n/m 1,169 Noninterest expense 15,035 - - 1,018 749 13,268

Impact of Tax Adjustments (1) Investments related to Tax Act savings include stock bonuses to employees not already part of an equity incentive plan, increases in our 401k match, additional hire in training and development, increases in community philanthropy, and investments in process improvement projects. (2) M&A permanent differences include nondeductible success-based feeds and deal costs of $202 thousand and write-off of capitalized deal cost DTAs of $398 thousand. (3) Using an estimated tax rate of 21% our actual effective tax rate may be different. 13  The deferred tax asset (DTA) write-down at 12/31/2017 was $3.1 million with expected pay-back from benefits of the lower tax rate within the first half of 2018  Other non-recurring tax provision adjustments related to acquisition expenses totaled $600 thousand  As a result of the savings achieved from the Tax Act, we expect to make one-time investments in our employees and communities of ~$700k and recurring annual investments of ~$300k(1) Net income before taxes Tax Expense Effective Tax Rate Net Income Diluted EPS Fourth quarter 2017 results, as reported $ 10,484 $ 7,227 69% $ 3,257 $ 0.14 Deferred tax asset re-measurement due to Tax Act - 3,051 3,051 0.13 Other M&A permanent and discrete items (2) 600 600 0.02 Adjusted 4Q17 results for above items 10,484 3,576 34% 6,908 0.29 Pro forma reduction in taxes at the 21% tax rate(3) - (1,374) - 1,374 0.06 Adjusted 4Q17 results after impact of Tax Act 10,484 2,202 21% 8,282 0.35 Estimated recurring quarter Tax Act investments (75) (16) (59) - Adjusted 2017 results after consider impact of Tax Cuts and Jobs Act $ 10,409 $ 2,186 21% 8,223 $ 0.35

 Continue to leverage our strong capital through accretive organic growth and M&A opportunities  Focus on EPS, ROAA, and efficiency CAPITAL STEWARDSHIP 14  Restructure and upgrade of technology through leadership of newly hired CIO  Focus on integration and efficiencies from our acquisitions  Dedication to maintaining excellence in compliance, BSA, and CRA OPERATIONAL EXCELLENCE  Continued emphasis on credit quality and relationship banking  Strategically grow lines of business: Community Banking, C&I, CRE, Government Lending, and Correspondent Banking STRATEGIC GROWTH  Leveraging the benefits of the Tax Cuts and Jobs Acts to make further investment in our communities and people  Commitment to employee stock ownership CULTURE Look Forward

15 Reconciliation of Non-GAAP Financial Measures The Company’s management uses certain non-GAAP (generally accepted accounting principles) financial measures to evaluate its performance. The Company has included in this presentation information related to these non-GAAP financial measures for the applicable periods presented. Reconciliation of these non-GAAP financial measures to the most directly comparable GAAP financial measures are presented in the table below. (Dollars in Thousands, Except Per Share) . As of or For the Quarter Ended December 31, 2017 September 30, 2017 June 30, 2017 March 31, 2017 December 31, 2016 Net interest income (as reported) $ 25,750 $ 19,129 $ 12,376 $ 11,253 $ 10,520 Adjustment: Income recognized on acquired loans (2,955) (637) (135) (55) (61) Core net interest income 22,795 18,492 12,241 11,198 10,459 Provision for loan losses (as reported) 2,529 752 943 890 440 Noninterest income (as reported) 2,298 1,977 1,766 1,535 1,824 Noninterest expense (as reported) 15,035 12,522 7,782 7,450 7,084 Adjustment: Merger and acquisition costs (1,018) (1,391) (193) (89) (279) Core noninterest expense 14,017 11,131 7,589 7,361 6,805 Core net income from operations 8,547 8,586 5,475 4,482 5,038 Income tax expense (as reported) 7,227 2,650 1,802 1,350 1,630 Adjustment: Tax impact of adjustments (678) 264 20 12 76 Deferred tax asset re-measurement due to Tax Act (3,051) - - - - Other M&A discrete tax items (398) - - - - Core income tax expense 3,100 2,914 1,822 1,362 1,706 Core net income 5,447 5,672 3,653 3,120 3,332 Core net income available to common stockholders $ 5,447 $ 5,630 $ 3,653 $ 3,120 $ 3,332 Weighted average diluted shares outstanding 23,524 20,392 15,637 15,632 11,653 Earnings Per Share Diluted earnings per share (as reported) $ 0.14 $ 0.25 $ 0.23 $ 0.20 $ 0.27 Core diluted earnings per share 0.23 0.28 0.23 0.20 0.29 Efficiency Ratio Efficiency Ratio (as reported) 53.60% 61.52% 58.96% 62.62% 59.51% Core Efficiency Ratio 55.86% 56.45% 58.09% 62.15% 57.46% Net Interest Margin Net interest margin (as reported) 4.24% 3.78% 3.53% 3.21% 3.44% Core net interest margin 3.75% 3.66% 3.49% 3.19% 3.42%

16 Reconciliation of Non-GAAP Financial Measures The Company’s management uses certain non-GAAP (generally accepted accounting principles) financial measures to evaluate its performance including tangible book value per common share and tangible common equity to tangible assets. The Company has included in this presentation information related to these non-GAAP financial measures for the applicable periods presented. Reconciliation of these non-GAAP financial measures to the most directly comparable GAAP financial measures are presented in the table below. (Dollars in Thousands, Except Per Share) For the Three Months Ended December 31, September 30, June 30, March 31, December 31. 2017 2017 2017 2017 2016 Tangible Common Equity Total stockholders’ equity $ 488,929 $ 445,929 $ 247,602 $ 242,725 $ 239,088 Adjustments: Goodwill (159,452) (135,832) (26,865) (26,865) (26,865) Intangible assets (22,165) (10,531) (2,171) (2,161) (2,181) Total tangible common equity $ 307,312 $ 299,566 $ 218,566 $ 213,699 $ 210,042 Tangible Assets Total assets $ 2,945,583 $ 2,494,861 $ 1,508,589 $ 1,522,015 $ 1,408,507 Adjustments: Goodwill (159,452) (135,832) (26,865) (26,865) (26,865) Intangible assets (22,165) (10,531) (2,171) (2,161) (2,181) Total tangible assets $ 2,763,966 $ 2,348,498 $ 1,479,553 $ 1,492,989 $ 1,379,461 Tangible Common Equity to Tangible Assets 11.12% 12.76% 14.77% 14.31% 15.23% Common shares outstanding 24,110 22,644 15,233 15,229 15,195 Book value per common share $ 20.28 $ 19.69 $ 16.25 $ 15.94 $ 15.73 Tangible book value per common share 12.75 13.23 14.35 14.03 13.82