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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): October 21, 2019

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 October 21, 2019, 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 quarter ended September 30, 2019. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

On Tuesday, October 22, 2019 at 8:30 a.m., Central Time, the Company will host an investor conference call and webcast to review its third quarter 2019 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 October 22, 2019. 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 October 21, 2019, the Company issued a press release announcing the declaration of a quarterly cash dividend of $0.125 per share on its outstanding common stock. The dividend will be paid on or after November 21, 2019 to shareholders of record as of the close of business on November 7, 2019. 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 October 21, 2019
99.2		Presentation materials
99.3		Press release, dated October 21, 2019
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:		October 21, 2019

Exhibit

Exhibit 99.1

VERITEX HOLDINGS, INC. REPORTS THIRD QUARTER OPERATING RESULTS

Dallas, TX — October 21, 2019 —Veritex Holdings, Inc. (“Veritex” or the “Company”) (Nasdaq: VBTX), the holding company for Veritex Community Bank, today announced the results for the quarter ended September 30, 2019. The Company reported net income of $27.4 million, or $0.51 diluted earnings per share (“EPS”), compared to $26.9 million, or $0.49 diluted EPS, for the quarter ended June 30, 2019 and $8.9 million, or $0.36 diluted EPS, for the quarter ended September 30, 2018. Operating net income totaled $28.6 million, or $0.53 diluted operating EPS¹, compared to $32.2 million, or $0.59 diluted operating EPS¹, for the quarter ended June 30, 2019 and $10.4 million, or $0.42 diluted operating EPS¹, for the quarter ended September 30, 2018.

C. Malcolm Holland, III, the Company’s Chairman and Chief Executive Officer said: “I am excited about the 3^rd quarter and year-to-date financial results of Veritex. The quarterly earnings power of the Company has been consistent throughout the year. These results have been accomplished while integrating and converting Green Bank and now much of the execution risk is behind us. We are focused on rebuilding our growth momentum, maintaining our asset quality and returning our excess capital to our shareholders.”

Third Quarter 2019 Highlights:


•	Diluted EPS was $0.51 and diluted operating EPS¹ was $0.53 for the third quarter of 2019, resulting in a 26.2% increase in diluted operating EPS compared to the third quarter of 2018;


•	Book value per common share was $23.02 and tangible book value per common share¹ was $14.61 for the third quarter of 2019, reflecting operating net income, merger expenses, dividends and share repurchase activity;


•	Return on average assets was 1.36%, operating return on average assets¹ was 1.42% and pre-tax, pre-provision operating return on average assets¹ was 2.26% for the third quarter of 2019;


•	Efficiency ratio was 43.67% and operating efficiency ratio¹ was 42.36% for the third quarter of 2019, reflecting three consecutive quarters of operating efficiency ratio¹ below 44%;


•	Increased and extended previously announced stock buyback program. In the third quarter of 2019, Veritex repurchased 1,177,241 shares of its outstanding common stock under its stock buyback program for an aggregate of $29.0 million resulting in an aggregate of 2,349,103 shares as of September 30, 2019;


•	Declared quarterly cash dividend of $0.125 payable on November 21, 2019; and


•	Received American Banker’s “Best Banks to Work For” for the sixth consecutive year.

Summary of Financial Data



	QTD						YTD
	Q3 2019			Q2 2019			Q3 2019			Q3 2018
	(Dollars in thousands)
GAAP
Net income	$	27,405		$	26,876		$	61,688		$	29,516
Diluted EPS	0.51			0.49			1.13			1.20
Return on average assets²	1.36		%	1.36		%	1.04		%	1.28		%
Efficiency ratio	43.67			51.49			59.42			55.15
Book value per common share	$	23.02		$	22.55		$	23.02		$	21.38
Non-GAAP¹
Operating net income	$	28,629		$	32,234		$	93,542		$	33,794
Diluted operating EPS	0.53			0.59			1.71			1.37
Pre-tax, pre-provision operating return on average assets	2.26		%	2.22		%	2.30		%	2.05		%
Operating return on average assets²	1.42			1.63			1.58			1.46
Operating efficiency ratio	42.36			43.66			43.19			49.45
Return on average tangible common equity²	15.15			15.26			11.93			12.36
Operating return on average tangible common equity²	15.78			18.09			17.57			14.09
Tangible book value per common share	$	14.61		$	14.27		$	14.61		$	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.

Results of Operations for the Three Months Ended September 30, 2019

Net Interest Income

For the three months ended September 30, 2019, net interest income before provision for loan losses was $70.9 million and net interest margin was 3.90% compared to $71.4 million and 4.00%, respectively, for the three months ended June 30, 2019. The $568 thousand decrease in net interest income was primarily due to a $1.0 million decrease in interest income on loans and a $894 thousand increase in interest expense on advances from the Federal Home Loan Bank (“FHLB”), and was partially offset by a $1.0 million decrease in interest expense on transaction and savings deposits. Net interest margin decreased 10 basis points from the three months ended June 30, 2019 primarily due to a decrease in yields earned on loan balances and an increase in the average rates paid on certificate and other time deposits, partially offset by a decrease in the average rate paid on interest-bearing demand and savings deposits during the three months ended September 30, 2019. As a result, the average cost of interest-bearing deposits was unchanged at 1.79% for the three months ended September 30, 2019 and June 30, 2019.

Net interest income before provision for loan losses increased by $41.6 million from $29.3 million to $70.9 million and net interest margin decreased by 9 basis points from 3.99% to 3.90% for the three months ended September 30, 2019 as compared to the same period in 2018. The increase in net interest income before provision for loan losses was primarily driven by higher loan balances and interest income resulting from loans acquired from Green Bancorp, Inc. (“Green”) and organic loan growth during the three months ended September 30, 2019 compared to the three months ended September 30, 2018. For the three months ended September 30, 2019, average loan balance increased by $3.3 billion compared to the three months ended September 30, 2018, which contributed to a $57.7 million increase in interest income. This was partially offset by an increase in the average rate paid on interest-bearing liabilities, which resulted in a $12.9 million increase in interest on deposit accounts. Net interest margin decreased 9 basis points from the three months ended September 30, 2018 primarily due to an increase in the average rate paid on interest-bearing liabilities for the three months ended September 30, 2019 compared to the three months ended September 30, 2018. As a result, the average cost of interest-bearing deposits increased to 1.79% for the three months ended September 30, 2019 from 1.59% for the three months ended September 30, 2018.

Noninterest Income

Noninterest income for the three months ended September 30, 2019 was $8.4 million, an increase of $2.4 million, or 39.7%, compared to the three months ended June 30, 2019. The increase was primarily due to a $594 thousand increase in derivative income and a $245 thousand increase in service charges and fees on deposit accounts earned during the three months ended September 30, 2019. Further, the increase was due to a $642 thousand loss on sales of investment securities as a result of the Company’s repositioning strategy and a $434 thousand decrease in the value of investments in community development-oriented private equity funds used for Community Reinvestment Act purposes recorded for the three months ended June 30, 2019 with no corresponding loss or decrease in value for the three months ended September 30, 2019.

Compared to the three months ended September 30, 2018, noninterest income for the three months ended September 30, 2019 grew by $6.0 million, or 250.1%. The increase was primarily due to a $2.9 million increase in service charges and fees on acquired deposit accounts resulting from our acquisition of Green deposit accounts and the associated income from these accounts, a $1.8 million increase in loan fees, a $723 thousand increase in the gain on sale of Small Business Administration loans and a $578 thousand increase in derivative income earned during the three months ended September 30, 2019.

Noninterest Expense

Noninterest expense was $34.6 million for the three months ended September 30, 2019, compared to $39.9 million for the three months ended June 30, 2019, a decrease of $5.3 million, or 13.2%. The decrease was primarily driven by a $4.8 million decrease in merger and acquisition expenses related to our acquisition of Green, which were recorded in the second quarter of 2019. Merger and acquisition expenses recognized during the three months ended September 30, 2019 were primarily related to continued data processing expenses as a result of our system conversion, which was completed in the second quarter of 2019, conversion of our mobile banking platform and severance payments following our acquisition of Green.

Compared to the three months ended September 30, 2018, noninterest expense for the three months ended September 30, 2019 increased by $16.4 million, or 89.8%. The increase was primarily driven by a $10.1 million increase in salaries and employee benefits due to the addition of new Green employees, and a $1.9 million, $1.6 million, $1.2 million and $857 thousand increase in amortization of intangibles, data processing and software expenses, occupancy and equipment expenses and professional fees, respectively, related to our acquisition of Green.

Financial Condition

Total loans were $5.9 billion at September 30, 2019, a decrease of $41.1 million, or 0.7%, compared to June 30, 2019 due to normal loan activity and paydowns.

Total deposits were $5.9 billion at September 30, 2019, a decrease of $287.2 million, or 4.7%, compared to June 30, 2019. The decrease was primarily the result of a decrease of $165.8 million in certificates and other time deposits, and decreases of $117.9 million and $3.5 million in interest-bearing accounts and noninterest-bearing demand deposits, respectively, due to normal course of business.

Asset Quality

Allowance for loan losses as a percentage of loans held for investment, including mortgage warehouse, was 0.45%, 0.42% and 0.73% of total loans at September 30, 2019, June 30, 2019 and September 30, 2018, respectively. The allowance for loan losses as a percentage of total loans for each of the three quarters was determined by evaluating the qualitative factors around the nature, volume and mix of the loan portfolio. The increase in the allowance for loan losses as a percentage of loans held for investment from June 30, 2019 was primarily attributable to the general provision required from an increase of loans acquired from Green that were re-underwritten in the third quarter of 2019. Once an acquired loan undergoes new underwriting and meets the criteria for a new loan, any remaining fair value adjustments become interest income and the loan becomes fully subject to our allowance for loan loss methodology. The decrease in the allowance for loan losses as a percentage of loans held for investment from September 30, 2018 was attributable to our acquisition of Green, as acquired loans are recorded at fair value. Our allowance for loan losses and remaining purchase discount on acquired loans as a percentage of loans held for investment, including mortgage warehouse, was 1.44%, 1.77% and 1.28% of total loans at September 30, 2019, June 30, 2019 and September 30, 2018, respectively.

We recorded a provision for loan losses for the three months ended September 30, 2019 of $9.7 million compared to $3.3 million and $3.1 million for the three months ended June 30, 2019 and September 30, 2018, respectively. The increase in the recorded provision for loan losses for the three months ended September 30, 2019 was primarily attributable to a $6.1 million charge-off related to a commercial loan relationship acquired from Sovereign Bancshares, Inc. in 2017. The acquired commercial loan relationship consists of a $7.8 million loan to an independent oil and gas exploration company that filed for bankruptcy protection in 2018 and recently entered into a sales process pursuant to Section 363 of the Bankruptcy Code. Additionally, the increase in the recorded provision for loan losses for the three months ended September 30, 2019 was caused by a $937 thousand increase in specific reserves on certain non-performing loans and an increase in acquired loans that were re-underwritten (as discussed above) during the three months ended September 30, 2019.

Nonperforming assets totaled $17.0 million, or 0.21%, of total assets at September 30, 2019 compared to $43.3 million, or 0.54%, of total assets at June 30, 2019 and $26.1 million, or 0.80%, of total assets at September 30, 2018. The decrease of $26.3 million compared to June 30, 2019 was driven by a $11.9 million and $11.7 million decrease in originated accruing loans 90 days or more past due and acquired accruing loans 90 days or more past due, respectively, as well as $5.9 million decrease in acquired nonaccrual loans primarily driven by the $6.1 million charge-off discussed above. This decrease was partially offset by a $2.9 million increase in other real estate owned. For the quarter ended September 30, 2019, no purchased credit impaired loans were on non-accrual status.

Dividend Information

On October 21, 2019, Veritex’s Board of Directors declared a quarterly cash dividend of $0.125 per share on its outstanding shares of common stock. The dividend will be paid on or after November 21, 2019 to stockholders of record as of the close of business on November 7, 2019.

Non-GAAP Financial Measures

Veritex’s management uses certain non-GAAP (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, tangible book value per common share, operating net income, 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.

Business Combinations Measurement Period

The measurement period for the Company to determine the fair values of acquired identifiable assets and assumed liabilities for Green will end at the earlier of (i) twelve months from the date of the acquisition or (ii) as soon as the Company 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. Provisional estimates have been recorded for the Green acquisition as independent valuations have not been finalized. The Company does not expect any significant differences from estimated values upon completion of the valuations.

Conference Call

The Company will host an investor conference call to review the results on Tuesday, October 22, 2019 at 8:30 a.m. Central Time. Participants may pre-register for the call by visiting https://edge.media-server.com/mmc/p/9ewhfxdv and will receive a unique PIN, which can be used when dialing in for the call. This will allow attendees to enter 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://veritexholdingsinc.gcs-web.com. An audio replay will be available one hour after the conclusion of the call at (855) 859-2056, Conference #3966936. This replay, as well as the webcast, will be available until October 29, 2019.

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 impact Veritex expects its acquisition of Green to have on its operations, financial condition and financial results and Veritex’s expectations about its ability to successfully integrate the combined businesses of Veritex and Green and the amount of cost savings and overall operational efficiencies Veritex expects to realize as a result of the acquisition of Green. The forward-looking statements in this earnings release also include statements about the expected payment date of Veritex’s quarterly cash dividend, 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. Further, certain factors that could affect future results and cause actual results to differ materially from those expressed in the forward-looking statements include, but are not limited to, the possibility that the businesses of Veritex and Green will not be integrated successfully, that the cost savings and any synergies from the acquisition may not be fully realized or may take longer to realize than expected,

disruption from the acquisition making it more difficult to maintain relationships with employees, customers or other parties with whom Veritex has (or Green had) business relationships, diversion of management time on integration-related issues, the reaction to the acquisition by Veritex’s and Green’s customers, employees and counterparties and other factors, many of which are beyond the control of Veritex. 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, 2018 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. 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.

VERITEX HOLDINGS, INC. AND SUBSIDIARY

Financial Highlights

(Unaudited)



	For the Three Months Ended															Nine Months Ended
	Sep 30, 2019			Jun 30, 2019			Mar 31, 2019			Dec 31, 2018			Sep 30, 2018			Sep 30, 2019			Sep 30, 2018
	(Dollars and shares in thousands)
Per Share Data (Common Stock):
Basic EPS	$	0.52		$	0.50		$	0.14		$	0.41		$	0.37		$	1.15		$	1.22
Diluted EPS	0.51			0.49			0.13			0.40			0.36			1.13			1.20
Book value per common share	23.02			22.55			21.88			21.88			21.38			23.02			21.38
Tangible book value per common share¹	14.61			14.27			13.76			14.74			14.21			14.61			14.21

Common Stock Data:
Shares outstanding at period end	52,373			53,457			54,236			24,254			24,192			52,373			24,192
Weighted average basic shares outstanding for the period	52,915			53,969			54,293			24,224			24,176			53,721			24,151
Weighted average diluted shares outstanding for the period	53,873			54,929			55,439			24,532			24,613			54,633			24,587

Summary Performance Ratios:
Return on average assets²	1.36		%	1.36		%	0.38		%	1.20		%	1.10		%	1.04		%	1.28		%
Return on average equity²	8.98			8.98			2.52			7.44			6.88			6.88			7.83
Return on average tangible common equity^{1, 2}	15.15			15.26			5.09			11.52			10.79			11.93			12.36
Efficiency ratio	43.67			51.49			82.30			54.27			57.58			59.42			55.15

Selected Performance Metrics - Operating:
Diluted operating EPS¹	$	0.53		$	0.59		$	0.59		$	0.47		$	0.42		$	1.71		$	1.37
Pre-tax, pre-provision operating return on average assets^{1, 2}	2.26		%	2.22		%	2.40		%	1.95		%	1.98		%	2.30		%	2.05		%
Operating return on average assets^{1, 2}	1.42			1.63			1.69			1.40			1.28			1.58			1.46
Operating return on average tangible common equity^{1, 2}	15.78			18.09			18.81			13.37			12.49			17.57			14.09
Operating efficiency ratio¹	42.36			43.66			43.54			50.65			49.09			43.19			49.45

Veritex Holdings, Inc. Capital Ratios:
Average stockholders' equity to average total assets	15.11		%	15.13		%	15.18		%	16.14		%	15.92		%	15.13		%	16.29		%
Tier 1 capital to average assets (leverage)	10.33			10.47			10.57			12.04			11.74			10.33			11.74
Common equity tier 1 capital	10.82			11.32			11.07			11.80			12.02			10.82			12.02
Tier 1 capital to risk-weighted assets	11.26			11.77			11.50			12.18			12.43			11.26			12.43
Total capital to risk-weighted assets	12.26			12.80			12.45			12.98			13.22			12.26			13.22
Tangible common equity to tangible assets¹	10.17			10.08			10.02			11.78			11.08			10.17			11.08

Veritex Bank Capital Ratios:
Tier 1 capital to average assets (leverage)	10.64		%	10.80		%	10.65		%	10.87		%	10.53		%	10.64		%	10.53		%
Common equity tier 1 capital	11.61			12.16			11.61			11.01			11.13			11.61			11.13
Tier 1 capital to risk-weighted assets	11.61			12.16			11.61			11.01			11.13			11.61			11.13
Total capital to risk-weighted assets	12.00			12.54			11.93			11.64			11.75			12.00			11.75

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)



	Sep 30, 2019			Jun 30, 2019			Mar 31, 2019			Dec 31, 2018			Sep 30, 2018
	(unaudited)			(unaudited)			(unaudited)						(unaudited)
ASSETS
Cash and cash equivalents	$	252,592		$	265,822		$	339,473		$	84,449		$	261,790
Securities	1,023,393			1,020,279			950,671			262,695			256,237
Other investments	89,795			81,088			75,920			23,174			27,769

Loans held for sale	10,715			7,524			8,002			1,258			1,425
Loans held for investment, mortgage warehouse	233,577			200,017			114,158			—			—
Loans held for investment	5,654,027			5,731,833			5,663,721			2,555,494			2,444,499
Total loans	5,898,319			5,939,374			5,785,881			2,556,752			2,445,924
Allowance for loan losses	(26,243		)	(24,712		)	(21,603		)	(19,255		)	(17,909		)
Bank-owned life insurance	80,411			79,899			79,397			22,064			21,915
Bank premises, furniture and equipment, net	118,449			115,373			119,354			78,409			77,346
Other real estate owned	4,625			1,748			151			—			—
Intangible assets, net	75,363			78,347			81,245			15,896			16,603
Goodwill	370,463			370,221			368,268			161,447			161,447
Other assets	75,716			82,667			69,474			22,919			24,724
Branch assets held for sale	—			—			83,516			—			—
Total assets	$	7,962,883		$	8,010,106		$	7,931,747		$	3,208,550		$	3,275,846
LIABILITIES AND STOCKHOLDERS’ EQUITY
Deposits:
Noninterest-bearing	$	1,473,126		$	1,476,668		$	1,439,630		$	626,283		$	661,754
Interest-bearing	2,528,293			2,646,154			2,617,117			1,313,161			1,346,264
Certificates and other time deposits	1,876,427			2,042,266			2,240,968			682,984			648,236
Total deposits	5,877,846			6,165,088			6,297,715			2,622,428			2,656,254
Accounts payable and accrued expenses	45,475			44,414			42,621			5,413			6,875
Accrued interest payable and other liabilities	6,054			7,069			6,846			5,361			5,759
Advances from FHLB	752,907			512,945			252,982			28,019			73,055
Subordinated debentures and subordinated notes	72,284			72,486			72,719			16,691			16,691
Securities sold under agreements to repurchase	2,787			2,811			2,778			—			—
Branch liabilities held for sale	—			—			62,381			—			—
Total liabilities	6,757,353			6,804,813			6,738,042			2,677,912			2,758,634
Commitments and contingencies
Stockholders’ equity:
Common stock	524			535			546			243			242
Additional paid-in capital	1,114,659			1,112,238			1,109,386			449,427			448,117
Retained earnings	125,344			104,652			84,559			83,968			74,143
Unallocated Employee Stock Ownership Plan shares	—			—			—			—			(106		)
Accumulated other comprehensive income (loss)	23,837			17,741			7,016			(2,930		)	(5,114		)
Treasury stock	(58,834		)	(29,873		)	(7,802		)	(70		)	(70		)
Total stockholders’ equity	1,205,530			1,205,293			1,193,705			530,638			517,212
Total liabilities and stockholders’ equity	$	7,962,883		$	8,010,106		$	7,931,747		$	3,208,550		$	3,275,846

VERITEX HOLDINGS, INC. AND SUBSIDIARY

Financial Highlights

(In thousands, except per share data)



	For the Three Months Ended														For the Nine Months Ended
	Sep 30, 2019		Jun 30, 2019			Mar 31, 2019			Dec 31, 2018			Sep 30, 2018			Sep 30, 2019			Sep 30, 2018
Interest income:
Loans, including fees	$	85,811	$	86,786		$	85,747		$	35,028		$	35,074		$	258,344		$	99,432
Securities	7,687		7,397			7,232			1,908			1,722			22,316			4,697
Deposits in financial institutions and Fed Funds sold	1,329		1,372			1,554			833			1,016			4,255			2,316
Other investments	816		622			691			413			108			2,129			442
Total interest income	95,643		96,177			95,224			38,182			37,920			287,044			106,887
Interest expense:
Transaction and savings deposits	10,381		11,405			10,366			5,412			4,694			32,152			12,187
Certificates and other time deposits	10,283		10,145			8,792			3,394			3,068			29,220			6,320
Advances from FHLB	3,081		2,187			2,055			377			630			7,323			1,324
Subordinated debentures and subordinated notes	1,024		998			1,094			304			250			3,116			727
Total interest expense	24,769		24,735			22,307			9,487			8,642			71,811			20,558
Net interest income	70,874		71,442			72,917			28,695			29,278			215,233			86,329
Provision for loan losses	9,674		3,335			5,012			1,364			3,057			18,021			5,239
Net interest income after provision for loan losses	61,200		68,107			67,905			27,331			26,221			197,212			81,090
Noninterest income:
Service charges and fees on deposit accounts	3,667		3,422			3,517			832			809			10,606			2,588
Loan fees	2,252		1,932			1,677			387			410			5,861			945
Loss on sales of investment securities	—		(642		)	(772		)	(42		)	(34		)	(1,414		)	(22		)
Gain on sales of loans	853		1,104			2,370			1,789			270			4,327			1,267
Rental income	369		373			368			310			414			1,110			1,343
Other	1,289		(155		)	1,324			343			539			2,458			1,335
Total noninterest income	8,430		6,034			8,484			3,619			2,408			22,948			7,456
Noninterest expense:
Salaries and employee benefits	17,530		17,459			18,885			8,278			7,394			53,874			22,981
Occupancy and equipment	4,044		4,014			4,129			2,412			2,890			12,187			8,267
Professional and regulatory fees	2,750		2,814			3,418			1,889			1,893			8,982			5,525
Data processing and software expense	2,252		2,309			1,924			888			697			6,485			2,214
Marketing	708		961			619			570			306			2,288			1,213
Amortization of intangibles	2,712		2,719			2,760			835			798			8,191			2,632
Telephone and communications	361		625			395			223			236			1,381			1,076
Merger and acquisition expense	1,035		5,790			31,217			1,150			2,692			38,042			4,070
Other	3,238		3,205			3,646			1,293			1,340			10,089			3,743
Total noninterest expense	34,630		39,896			66,993			17,538			18,246			141,519			51,721
Net income from operations	35,000		34,245			9,396			13,412			10,383			78,641			36,825
Income tax expense	7,595		7,369			1,989			3,587			1,448			16,953			7,309
Net income	$	27,405	$	26,876		$	7,407		$	9,825		$	8,935		$	61,688		$	29,516

Basic EPS	$	0.52	$	0.50		$	0.14		$	0.41		$	0.37		$	1.15		$	1.22
Diluted EPS	$	0.51	$	0.49		$	0.13		$	0.40		$	0.36		$	1.13		$	1.20
Weighted average basic shares outstanding	52,915		53,969			54,293			24,224			24,176			53,721			24,151
Weighted average diluted shares outstanding	53,873		54,929			55,439			24,532			24,613			54,633			24,587

VERITEX HOLDINGS, INC. AND SUBSIDIARY

Financial Highlights

(In thousands except percentages)



	For the Three Months Ended
	September 30, 2019							June 30, 2019							September 30, 2018
	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	$	5,702,696		$	84,022	5.85	%	$	5,762,257		$	85,030	5.92	%	$	2,432,095		$	35,074	5.72	%
Loans held for investment, mortgage warehouse	182,793			1,789		3.88		154,586			1,756		4.56		—			—		—
Securities	1,022,289			7,687		2.98		956,160			7,397		3.10		254,242			1,722		2.69
Interest-bearing deposits in other banks	234,087			1,329		2.25		228,461			1,372		2.41		203,750			1,016		1.98
Other investments²	71,901			816		4.50		59,508			622		4.19		20,044			108		2.14
Total interest-earning assets	7,213,766			95,643		5.26		7,160,972			96,177		5.39		2,910,131			37,920		5.17
Allowance for loan losses	(22,539		)					(23,891		)					(16,160		)
Noninterest-earning assets	818,150							800,238							331,826
Total assets	$	8,009,377						$	7,937,319						$	3,225,797

Liabilities and Stockholders’ Equity
Interest-bearing liabilities:
Interest-bearing demand and savings deposits	$	2,621,701		$	10,381	1.57	%	$	2,713,735		$	11,405	1.69	%	$	1,278,797		$	4,694	1.46	%
Certificates and other time deposits	1,953,084			10,283		2.09		2,107,567			10,145		1.93		655,035			3,068		1.86
Advances from FHLB	632,754			3,081		1.93		334,926			2,187		2.62		120,114			630		2.08
Subordinated debentures and subordinated notes	74,869			1,024		5.43		75,252			998		5.32		16,690			250		5.94
Total interest-bearing liabilities	5,282,408			24,769		1.86		5,231,480			24,735		1.90		2,070,636			8,642		1.66

Noninterest-bearing liabilities:
Noninterest-bearing deposits	1,467,127							1,456,538							635,952
Other liabilities	49,695							48,669							11,750
Total liabilities	6,799,230							6,736,687							2,718,338
Stockholders’ equity	1,210,147							1,200,632							514,876
Total liabilities and stockholders’ equity	$	8,009,377						$	7,937,319						$	3,233,214

Net interest rate spread³						3.40	%						3.49	%						3.51	%
Net interest income				$	70,874						$	71,442						$	29,278
Net interest margin⁴						3.90	%						4.00	%						3.99	%

¹ Includes average outstanding balances of loans held for sale of $8,525, $8,140 and $1,091 for the three months ended September 30, 2019, June 30, 2019, and September 30, 2018, 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 $102 of dividend income into other investments as of September 30, 2018 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

(In thousands except percentages)



	For the Nine Months Ended
	September 30, 2019							September 30, 2018
	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	$	5,731,902		$	253,247	5.91	%	$	2,342,797		$	99,432	5.67	%
Loans held for investment, mortgage warehouse	152,617			5,097		4.47		—			—		—
Securities	968,616			22,316		3.08		241,764			4,697		2.60
Interest-bearing deposits in other banks	242,119			4,255		2.40		168,329			2,316		1.84
Other investments²	56,438			2,129		5.04		16,390			442		3.61
Total interest-earning assets	7,151,692			287,044		5.37		2,769,280			106,887		5.16
Allowance for loan losses	(22,173		)					(14,309		)
Noninterest-earning assets	799,509							340,136
Total assets	$	7,929,028						$	3,095,107

Liabilities and Stockholders’ Equity
Interest-bearing liabilities:
Interest-bearing demand and savings deposits	$	2,657,195		$	32,152	1.62	%	$	1,256,726		$	12,187	1.30	%
Certificates and other time deposits	2,067,032			29,220		1.89		591,953			6,320		1.43
Advances from FHLB	427,306			7,323		2.29		99,138			1,324		1.79
Subordinated debentures and subordinated notes	75,298			3,116		5.53		16,768			727		5.80
Total interest-bearing liabilities	5,226,831			71,811		1.84		1,964,585			20,558		1.40

Noninterest-bearing liabilities:
Noninterest-bearing deposits	1,459,904							614,107
Other liabilities	42,853							12,310
Total liabilities	6,729,588							2,591,002
Stockholders’ equity	1,199,440							504,105
Total liabilities and stockholders’ equity	$	7,929,028						$	3,095,107

Net interest rate spread³						3.53	%						3.76	%
Net interest income				$	215,233						$	86,329
Net interest margin⁴						4.02	%						4.17	%

¹ Includes average outstanding balances of loans held for sale of $8,127 and $1,258 for the nine months ended September 30, 2019 and September 30, 2018, 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 $427 of dividend income into other investments as of September 30, 2018 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
	September 30, 2019		June 30, 2019		March 31, 2019		December 31, 2018		September 30, 2018
Average yield on interest-earning assets:
Loans¹	5.85	%	5.92	%	5.96	%	5.55	%	5.72	%
Loans held for investment, mortgage warehouse	3.88		4.56		5.26		—		—
Securities	2.98		3.10		3.17		2.88		2.69
Interest-bearing deposits in other banks	2.25		2.41		2.39		2.41		1.98
Other investments	4.50		4.19		4.92		6.36		2.14
Total interest-earning assets	5.26	%	5.39	%	5.44	%	5.17	%	5.17	%

Average rate on interest-bearing liabilities:
Interest-bearing demand and savings deposits	1.57	%	1.69	%	1.64	%	1.60	%	1.46	%
Certificates and other time deposits	2.09		1.93		1.59		2.05		1.86
Advances from FHLB	1.93		2.62		2.68		2.85		2.08
Subordinated debentures and subordinated notes	5.43		5.32		5.85		7.23		5.94
Total interest-bearing liabilities	1.86	%	1.90	%	1.74	%	1.82	%	1.66	%

Net interest rate spread²	3.40	%	3.49	%	3.70	%	3.35	%	3.51	%
Net interest margin³	3.90	%	4.00	%	4.17	%	3.89	%	3.99	%

¹Includes average outstanding balances of loans held for sale of $8,525, $8,140, $7,709, $1,019 and $1,091 for the three months ended September 30, 2019, June 30, 2019, March 31, 2019, December 31, 2018 and September 30, 2018, 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
	September 30, 2019		June 30, 2019		March 31, 2019		December 31, 2018		September 30, 2018
Average cost of interest-bearing deposits	1.79	%	1.79	%	1.62	%	1.75	%	1.59	%
Average costs of total deposits, including noninterest-bearing	1.36		1.38		1.25		1.32		1.20

VERITEX HOLDINGS, INC. AND SUBSIDIARY

Financial Highlights

(In thousands except percentages)

Loans Held for Investment (“LHI”) and Deposit Portfolio Composition



	September 30, 2019					June 30, 2019					March 31, 2019					December 31, 2018					September 30, 2018
	(Dollars in thousands)
Loans Held for Investment²
Originated Loans
Commercial	$	1,027,433		33.4	%	$	878,970		32.2	%	$	836,792		33.3	%	$	697,906		33.0	%	$	646,978		33.3	%
Real Estate:
Owner occupied commercial	253,043			8.2		229,243			8.4		215,088			8.6		188,847			8.9		179,422			9.2
Commercial	877,669			28.5		800,506			29.3		752,628			30.0		636,200			30.0		592,959			30.5
Construction and land	490,389			15.9		405,323			14.8		364,812			14.5		303,315			14.3		254,258			13.1
Farmland	7,986			0.3		15,944			0.6		8,247			0.3		7,898			0.4		8,181			0.5
1-4 family residential	315,839			10.3		290,808			10.7		274,880			10.9		235,092			11.0		210,702			10.9
Multi-family residential	95,258			3.1		101,973			3.7		48,777			1.9		47,371			2.2		46,240			2.3
Consumer	8,471			0.2		7,714			0.3		8,587			0.3		4,304			0.2		3,123			0.2
Total originated LHI	$	3,076,088		100	%	$	2,730,481		100	%	$	2,509,811		100	%	$	2,120,933		100	%	$	1,941,863		100	%

Acquired Loans
Commercial	$	683,823		26.5	%	$	909,074		30.3	%	$	975,878		30.9	%	$	62,866		14.4	%	$	76,162		15.3	%
Real Estate:
Owner occupied commercial	463,087			18.0		517,525			17.2		530,026			16.8		132,432			30.5		133,865			26.6
Commercial	832,841			32.3		927,019			30.9		948,815			30.1		145,553			33.5		162,842			32.4
Construction and land	133,233			5.2		138,527			4.6		149,897			4.8		21,548			5.0		39,885			7.9
Farmland	—			—		1,528			0.1		1,781			0.1		2,630			0.6		2,672			0.5
1-4 family residential	243,471			9.4		266,248			8.9		295,719			9.4		62,825			14.5		79,106			15.7
Multi-family residential	211,708			8.2		228,904			7.6		238,936			7.6		3,914			0.9		4,077			0.8
Consumer	9,642			0.4		12,848			0.4		13,180			0.4		2,808			0.6		4,043			0.8
Total acquired LHI	$	2,577,805		100	%	$	3,001,673		100	%	$	3,154,232		100	%	$	434,576		100	%	$	502,652		100	%

Mortgage warehouse	233,577					200,017					114,157					—					—

Total LHI¹	$	5,887,470				$	5,932,171				$	5,778,200				$	2,555,509				$	2,444,515

Deposits²
Noninterest-bearing	$	1,473,126		25.1	%	$	1,476,668		24.0	%	$	1,439,630		22.9	%	$	626,283		23.8	%	$	661,754		24.9	%
Interest-bearing transaction	373,997			6.4		373,982			6.1		334,868			5.3		146,969			5.6		144,328			5.4
Money market	2,066,315			35.2		2,178,274			35.3		2,169,049			34.4		1,133,045			43.2		1,168,262			44.0
Savings	87,981			1.5		93,898			1.5		113,200			1.8		33,147			1.3		33,674			1.3
Certificates and other time deposits	1,876,427			31.8		2,042,266			33.1		2,240,968			35.6		682,984			26.1		648,236			24.4
Total deposits	$	5,877,846		100	%	$	6,165,088		100	%	$	6,297,715		100	%	$	2,622,428		100	%	$	2,656,254		100	%

Loan to Deposit Ratio	100.2		%			96.2		%			91.8		%			97.4		%			92.0		%

¹ Total LHI does not include deferred (costs) fees of ($134 thousand) at September 30, 2019, $321 thousand at June 30, 2019, $321 thousand at March 31, 2019, $15 thousand at December 31, 2018 and $16 thousand at September 30, 2018.

² LHI and deposit portfolio composition exclude assets and liabilities held for sale as of March 31, 2019.

VERITEX HOLDINGS, INC. AND SUBSIDIARY

Financial Highlights

(In thousands except percentages)

Asset Quality



	For the Three Months Ended															For the Nine Months Ended
	Sep 30, 2019			Jun 30, 2019			Mar 31, 2019			Dec 31, 2018			Sep 30, 2018			Sep 30, 2019			Sep 30, 2018
	(Dollars in thousands)
Nonperforming Assets (“NPAs”):
Originated nonaccrual loans¹	$	5,081		$	4,751		$	5,739		$	5,358		$	2,307		$	5,081		$	2,307
Acquired nonaccrual loans¹	5,091			10,982			12,944			19,387			19,515			5,091			19,515
Originated accruing loans 90 or more days past due²	815			12,738			2,329			—			4,302			815			4,302
Acquired accruing loans 90 or more days past due²	1,379			13,036			1,974			—			—			1,379			—
Total nonperforming loans held for investment (“NPLs”)	12,366			41,507			22,986			24,745			26,124			12,366			26,124
Other real estate owned	4,625			1,748			151			—			—			4,625			—
Total NPAs	$	16,991		$	43,255		$	23,137		$	24,745		$	26,124		$	16,991		$	26,124

Charge-offs:
Residential	$	—		$	(157	)	$	—		$	—		$	—		$	(157	)	$	—
Commercial	(8,101		)	(143		)	(2,654		)	(26		)	—			(10,898		)	(149		)
Consumer	(113		)	(30		)	(74		)	—			—			(217		)	(22		)
Total charge-offs	(8,214		)	(330		)	(2,728		)	(26		)	—			(11,272		)	(171		)

Recoveries:
Residential	—			54			8			—			—			62			—
Commercial	71			10			10			7			10			91			34
Consumer	—			40			46			—			—			86			—
Total recoveries	71			104			64			7			10			239			34

Net charge-offs	$	(8,143	)	$	(226	)	$	(2,664	)	$	(19	)	$	10		$	(11,033	)	$	(137	)

Allowance for loan losses (“ALLL”) at end of period	$	26,243		$	24,712		$	21,603		$	19,255		$	17,909		$	26,243		$	17,909

Remaining purchase discount (“PD”) on acquired loans³	$	58,503		$	80,365		$	83,365		$	12,098		$	13,389		$	58,503		$	13,389

Asset Quality Ratios:
NPAs to total assets	0.21		%	0.54		%	0.29		%	0.77		%	0.80		%	0.21		%	0.80		%
NPLs to total LHI	0.21			0.70			0.40			0.97			1.07			0.21			1.07
ALLL to total LHI	0.45			0.42			0.37			0.75			0.73			0.45			0.73
ALLL and remaining PD on acquired loans to total LHI³	1.44			1.77			1.82			1.23			1.28			1.44			1.28
Net charge-offs to average loans outstanding	0.14			—			0.05			—			—			0.19			0.01

¹The Company historically reported in the acquired nonaccrual loans line item in the table above only acquired purchased credit impaired (“PCI”) loans that were deemed to be on nonaccrual status subsequent to the respective acquisition date. The Company has reclassed $3,158, $5,040 and $2,485 for the three months ended June 30, 2019, March 31, 2019 and December 31, 2018, respectively, and $2,357 for the three and nine months ended September 30, 2018 of acquired non-PCI loans deemed to be on nonaccrual status subsequent to acquisition date from the originated nonaccrual line item into the acquired nonaccrual loans line item. As a result, both acquired PCI loans and acquired non-PCI loans are reflected in the acquired nonaccrual loans line item in order to align with industry peers for comparability purposes.

² Accruing loans greater than 90 days past due exclude PCI loans greater than 90 days past due.

³ Remaining PD on acquired loans includes non-accretable and accretable purchase discount on purchased performing and purchased credit impaired loans for each quarter presented in the table.

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
	Sep 30, 2019			Jun 30, 2019			Mar 31, 2019			Dec 31, 2018			Sep 30, 2018
	(Dollars in thousands, except per share data)
Tangible Common Equity
Total stockholders' equity	$	1,205,530		$	1,205,293		$	1,193,705		$	530,638		$	517,212
Adjustments:
Goodwill	(370,463		)	(370,221		)	(368,268		)	(161,447		)	(161,447		)
Core deposit intangibles	(70,014		)	(72,465		)	(74,916		)	(11,675		)	(12,107		)
Tangible common equity	$	765,053		$	762,607		$	750,521		$	357,516		$	343,658
Common shares outstanding	52,373			53,457			54,236			24,254			24,192

Book value per common share	$	23.02		$	22.55		$	21.88		$	21.88		$	21.38
Tangible book value per common share	$	14.61		$	14.27		$	13.76		$	14.74		$	14.21

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
	Sep 30, 2019			Jun 30, 2019			Mar 31, 2019			Dec 31, 2018			Sep 30, 2018
	(Dollars in thousands)
Tangible Common Equity
Total stockholders' equity	$	1,205,530		$	1,205,293		$	1,193,705		$	530,638		$	517,212
Adjustments:
Goodwill	(370,463		)	(370,221		)	(368,268		)	(161,447		)	(161,447		)
Core deposit intangibles	(70,014		)	(72,465		)	(74,916		)	(11,675		)	(12,107		)
Tangible common equity	$	765,053		$	762,607		$	750,521		$	357,516		$	343,658
Tangible Assets
Total assets	$	7,962,883		$	8,010,106		$	7,931,747		$	3,208,550		$	3,275,846
Adjustments:
Goodwill	(370,463		)	(370,221		)	(368,268		)	(161,447		)	(161,447		)
Core deposit intangibles	(70,014		)	(72,465		)	(74,916		)	(11,675		)	(12,107		)
Tangible Assets	$	7,522,406		$	7,567,420		$	7,488,563		$	3,035,428		$	3,102,292
Tangible Common Equity to Tangible Assets	10.17		%	10.08		%	10.02		%	11.78		%	11.08		%

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 Nine Months Ended
	Sep 30, 2019			Jun 30, 2019			Mar 31, 2019			Dec 31, 2018			Sep 30, 2018			Sep 30, 2019			Sep 30, 2018
	(Dollars in thousands)
Net income available for common stockholders adjusted for amortization of core deposit intangibles
Net income	$	27,405		$	26,876		$	7,407		$	9,825		$	8,935		$	61,688		$	29,516
Adjustments:
Plus: Amortization of core deposit intangibles	2,451			2,451			2,477			432			431			7,379			1,250
Less: Tax benefit at the statutory rate	515			515			520			91			91			1,550			263
Net income available for common stockholders adjusted for amortization of intangibles	$	29,341		$	28,812		$	9,364		$	10,166		$	9,275		$	67,517		$	30,503

Average Tangible Common Equity
Total average stockholders' equity	$	1,210,147		$	1,200,632		$	1,190,266		$	523,590		$	514,876		$	1,199,440		$	504,105
Adjustments:
Average goodwill	(370,224		)	(369,255		)	(366,795		)	(161,447		)	(161,447		)	(369,097		)	(160,725		)
Average core deposit intangibles	(71,355		)	(73,875		)	(76,727		)	(11,932		)	(12,354		)	(73,965		)	(13,370		)
Average tangible common equity	$	768,568		$	757,502		$	746,744		$	350,211		$	341,075		$	756,378		$	330,010
Return on Average Tangible Common Equity (Annualized)	15.15		%	15.26		%	5.09		%	11.52		%	10.79		%	11.93		%	12.36		%

VERITEX HOLDINGS, INC. AND SUBSIDIARY

Reconciliation of Non-GAAP Financial Measures

(Unaudited)

Operating Net Income, Pre-tax, Pre-provision Operating Earnings and performance metrics calculated using Operating Earnings and Pre-tax, Pre-provision Operating Net Income, 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 net income as net income plus loss on sale of securities available for sale, net, plus loss (gain) on sale of disposed branch assets, plus lease exit costs, net, plus branch closure expenses, plus one-time issuance of shares to all employees, plus merger and acquisition expenses, less tax impact of adjustments, 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, plus other merger and acquisition discrete tax items. 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) 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 Nine Months Ended
	Sep 30, 2019		Jun 30, 2019		Mar 31, 2019		Dec 31, 2018			Sep 30, 2018			Sep 30, 2019		Sep 30, 2018
	(Dollars in thousands)
Operating Net Income
Net income	$	27,405	$	26,876	$	7,407	$	9,825		$	8,935		$	61,688	$	29,516
Plus: Loss on sale of securities available for sale, net	—		642		772		42			—			1,414		—
Plus: Loss (gain) on sale of disposed branch assets¹	—		359		—		—			—			359		(388		)
Plus: Lease exit costs, net²	—		—		—		—			—			—		1,071
Plus: Branch closure expenses	—		—		—		—			—			—		172
Plus: One-time issuance of shares to all employees	—		—		—		—			—			—		421
Plus: Merger and acquisition expenses	1,035		5,431		31,217		1,150			2,692			37,683		4,070
Operating pre-tax income	28,440		33,308		39,396		11,017			11,627			101,144		34,862
Less: Tax impact of adjustments³	217		1,351		6,717		(440		)	538			8,285		1,073
Plus: Tax Act re-measurement	—		—		—		—			(688		)	—		5
Plus: Other M&A tax items	406		277		—		—			—			683		—
Operating net income	$	28,629	$	32,234	$	32,679	$	11,457		$	10,401		$	93,542	$	33,794

Weighted average diluted shares outstanding	53,873		54,929		55,439		24,532			24,613			54,633		24,587
Diluted EPS	$	0.51	$	0.49	$	0.13	$	0.40		$	0.36		$	1.13	$	1.20
Diluted operating EPS	0.53		0.59		0.59		0.47			0.42			1.71		1.37

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

² Lease exit costs, net for the nine months ended September 30, 2018 includes a $1.5 million consent fee and $240 thousand in professional services paid in January 2018 to separately assign and sublease two of our branch leases that we ceased using in 2017 offset by the reversal of the corresponding assigned lease cease-use liability totaling $669 thousand.

³ During the fourth quarter of 2018, we initiated a transaction cost study, which through December 31, 2018 resulted in $727 thousand of expenses paid that are non-deductible merger and acquisition expenses. As such, the $727 thousand of non-deductible expenses are reflected in the nine months ended September 30, 2018 tax impact of adjustments amounts reported. All other non-merger related adjustments to operating net income are taxed at the statutory rate.



	For the Three Months Ended															For the Nine Months Ended
	Sep 30, 2019			Jun 30, 2019			Mar 31, 2019			Dec 31, 2018			Sep 30, 2018			Sep 30, 2019			Sep 30, 2018
	(Dollars in thousands)
Pre-Tax, Pre-Provision Operating Earnings
Net income	$	27,405		$	26,876		$	7,407		$	9,825		$	8,935		$	61,688		$	29,516
Plus: Provision for income taxes	7,595			7,369			1,989			3,587			1,448			16,953			7,309
Pus: Provision for loan losses	9,674			3,335			5,012			1,364			3,057			18,021			5,239
Plus: Loss on sale of securities available for sale, net	—			642			772			42			—			1,414			—
Plus: Loss (gain) on sale of disposed branch assets¹	—			359			—			—			—			359			(388		)
Plus: Lease exit costs, net²	—			—			—			—			—			—			1,071
Plus: Branch closure expenses	—			—			—			—			—			—			172
Plus: One-time issuance of shares to all employees	—			—			—			—			—			—			421
Plus: Merger and acquisition expenses	1,035			5,431			31,217			1,150			2,692			37,683			4,070
Pre-tax, pre-provision operating earnings	$	45,709		$	44,012		$	46,397		$	15,968		$	16,132		$	136,118		$	47,410

Average total assets	$	8,009,377		$	7,937,319		$	7,841,267		$	3,243,168		$	3,225,797		$	7,929,028		$	3,095,107
Pre-tax, pre-provision operating return on average assets³	2.26		%	2.22		%	2.40		%	1.95		%	1.98		%	2.30		%	2.05		%

Average total assets	$	8,009,377		$	7,937,319		$	7,841,267		$	3,243,168		$	3,225,797		$	7,929,028		$	3,095,107
Return on average assets³	1.36		%	1.36		%	0.38		%	1.20		%	1.10		%	1.04		%	1.28		%
Operating return on average assets³	1.42			1.63			1.69			1.40			1.28			1.58			1.46

Operating earnings adjusted for amortization of intangibles
Operating net income	$	28,629		$	32,234		$	32,679		$	11,457		$	10,401		$	93,542		$	33,794
Adjustments:
Plus: Amortization of core deposit intangibles	2,451			2,451			2,477			432			431			7,379			1,250
Less: Tax benefit at the statutory rate	515			515			520			91			91			1,550			263
Operating earnings adjusted for amortization of intangibles	$	30,565		$	34,170		$	34,636		$	11,798		$	10,741		$	99,371		$	34,781

Average Tangible Common Equity
Total average stockholders' equity	$	1,210,147		$	1,200,632		$	1,190,266		$	523,590		$	514,876		$	1,199,440		$	504,105
Adjustments:
Less: Average goodwill	(370,224		)	(369,255		)	(366,795		)	(161,447		)	(161,447		)	(369,097		)	(160,725		)
Less: Average core deposit intangibles	(71,355		)	(73,875		)	(76,727		)	(11,932		)	(12,354		)	(73,965		)	(13,370		)
Average tangible common equity	$	768,568		$	757,502		$	746,744		$	350,211		$	341,075		$	756,378		$	330,010
Operating return on average tangible common equity³	15.78		%	18.09		%	18.81		%	13.37		%	12.49		%	17.57		%	14.09		%

Efficiency ratio	43.67		%	51.49		%	82.30		%	54.27		%	57.58		%	59.42		%	55.15		%
Operating efficiency ratio	42.36		%	43.66		%	43.54		%	50.65		%	49.09		%	43.19		%	49.45		%

³ Annualized ratio.

vbtx3q19investorpresenta

V E R I T E X Investor Presentation 3rd Quarter 2019

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 impact Veritex Holdings, Inc. (“Veritex”) expects its acquisition of Green Bancorp, Inc. (“Green”) to have on its operations, financial condition and financial results and Veritex’s expectations about its ability to successfully integrate the combined businesses of Veritex and Green and the amount of cost savings and overall operational efficiencies Veritex expects to realize as a result of the acquisition of Green. The forward-looking statements in this presentation also include statements about the expected payment date of Veritex’s quarterly cash dividend, 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. Further, certain factors that could affect future results and cause actual results to differ materially from those expressed in the forward-looking statements include, but are not limited to, the possibility that the businesses of Veritex and Green will not be integrated successfully, that the cost savings and any synergies from the acquisition may not be fully realized or may take longer to realize than expected, disruption from the acquisition making it more difficult to maintain relationships with employees, customers or other parties with whom Veritex has (or Green had) business relationships, diversion of management time on integration-related issues, the reaction to the acquisition by Veritex’s and Green’s customers, employees and counterparties and other factors, many of which are beyond the control of Veritex. 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, 2018 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. 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

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. 3

Third Quarter 2019 Financial Highlights Quarter Financial Results GAAP Financial Highlights 3Q19 2Q19 Change % Change Net income $ 27,405 $ 26,876 $ 529 2.0% Diluted EPS 0.51 0.49 0.02 4.1 Return on average assets (“ROA”) 1.36% 1.36% - 0.0 Efficiency Ratio 43.67 51.49 782 bp (15.2) Non-GAAP Financial Highlights1 3Q19 2Q19 Change % Change Operating net income $ 28,629 $ 32,234 $ (3,605) (11.2%) Diluted operating EPS 0.53 0.59 (0.06) (10.2) Pre-tax, pre-provision operating ROA 2.26% 2.22% 4 bp 1.8 Return on average tangible common 15.15 15.26 (11 bp) (0.7) equity Operating return on average tangible 15.78 18.09 (231 bp) (12.8) common equity Operating ROA 1.42 1.63 (21 bp) (12.9) Operating efficiency Ratio 42.36 43.66 130 bp (3.0) 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. 4

Year to Date 2019 Financial Highlights Year to Date Financial Results GAAP Financial Highlights 3Q19 3Q18 Change % Change Net income $ 61,688 $ 29,516 $ 32,172 109.0% Diluted EPS 1.13 1.20 (0.07) (5.8) Return on average assets (“ROA”) 1.04% 1.28% (24 bp) (18.7) Efficiency Ratio 59.42 55.15 (427 bp) (7.7) Non-GAAP Financial Highlights1 3Q19 3Q18 Change % Change Operating net income $ 93,542 $ 33,794 $ 59,748 176.8% Diluted operating EPS 1.71 1.37 0.34 24.8 Pre-tax, pre-provision operating ROA 2.30% 2.05% 25 bp 12.2 Return on average tangible common 11.93 12.36 (43 bp) (3.5) equity Operating return on average tangible 17.57 14.09 348 bp 24.7 common equity Operating ROA 1.58 1.46 12 bp 8.2 Operating efficiency Ratio 43.19 49.45 626 bp 12.7 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. 5

Fully Diluted EPS and ROATCE1 Diluted Earnings Per Share1 $0.59 $0.59 $0.60 $0.53 $0.51 $0.50 $0.47 $0.49 $0.42 $0.40 $0.40 $0.36 $0.30 $0.20 $0.13 $0.10 $0.00 3Q18 4Q18 1Q19 2Q19 3Q19 Reported Operating ROATCE1 18.81% 20% 18.09% 15.78% 13.37% 15% 12.49% 15.26% 15.15% 10% 10.79% 11.52% 5% 5.09% 0% 3Q18 4Q18 1Q19 2Q19 3Q19 Reported Operating 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. 6

ROAA and Efficiency Ratio1 ROAA1 2.0% 3.0% 1.69% 1.63% 2.40% 2.26% 1.40% 1.42% 2.5% 2.22% 1.5% 1.28% 1.98% 1.95% 2.0% 1.36% 1.36% 1.0% 1.5% 1.10% 1.20% 1.36% 1.0% 1.36% 0.5% 1.10% 1.20% 0.5% 0.38% 0.0% 0.0% 0.38% 3Q18 4Q18 1Q19 2Q19 3Q19 3Q18 4Q18 1Q19 2Q19 3Q19 Reported Operating Reported PTPP Operating Efficiency Ratio1 Tangible Book Value per Common Share1 82.30% 85% $14.74 80% $15.00 $14.61 $14.27 75% $14.50 $14.21 $13.83 70% $14.00 65% $13.50 60% 57.58% $13.00 54.27% 55% 51.49% $12.50 50% $12.00 50.65% 43.66% 43.67% 45% 49.09% $11.50 42.36% 40% 43.54% $11.00 3Q18 4Q18 1Q19 2Q19 3Q19 3Q18 4Q18 1Q19 2Q19 3Q19 Reported Operating 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. 7

Net Interest Income • Net interest income of $70.9 million slightly decreased from 2Q19 $ in million $71.4 and increased $41.6 million, or 142%, compared to 3Q19, largely $70.9 due to the Green merger • Net interest margin of 3.90% down 10 bps compared to 2Q19; includes $5.4 million of purchase accounting adjustments in 3Q19 compared to $5.5 million in 2Q19 • 3Q19 loan commitments totaled $440.7 million at a weighted average rate of 5.07% Drivers of NIM decrease $29.3 3.99% 4.00% NIM Adj. NIM 3.90% 2Q19 Net Interest Margin 4.00% 3.69% Impact of rates on earnings assets (0.08%) (0.12%) 3.69% 3.58% 3.60% Impact of rates on interest-bearing 0.02% 0.06% liabilities 3Q18 2Q19 3Q19 Change in volume and mix (0.04%) (0.03%) Net Interest Income 3Q19 Net Interest Margin 3.90% 3.60% NIM 1 Adjusted NIM (Excludes All Purchase Accounting) 1 Purchase accounting adjustments are primarily comprised of loan accretion and deposit premium amortization of $4.2 million and $1.2 million in 3Q19, $3.6 and $1.9 million in 2Q19 and $2.8 8 million and $158 thousand in 3Q18.

Noninterest Income (Operating) • Operating noninterest income1 totaled $8.4 million for the quarter ended September 30, 2019, a 26.3% increase over the prior quarter. • SBA revenue consistent with the 2Q19 but remains on track with year to date expectations. • Customer swap income totaled $671 thousand on 10 transactions during 3Q19 compared to $12 thousand during 2Q19. Operating Noninterest Income1 Composition ($ in thousands) $9,256 $8,430 $2,091 $1,658 $6,676 $218 $853 $2,370 $1,104 $2,252 $1,932 $3,661 $1,278 $611 $2,408 $1,831 $919 $3,517 $3,422 $3,667 $270 $410 $387 $809 $832 3Q18 4Q18 1Q19 2Q19 3Q19 Service charges and fees on deposit accounts Loan fees Gain on sale of loans Other 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. 9

Noninterest Expense (Operating) • Operating noninterest expense1 totaled $33.6 million for the quarter ended September 30, 2019, a 1.5% decrease over the prior quarter. • Operating noninterest expense excludes core conversion and planned employee departures. • Added new talent, including 4 loan producers, during the third quarter. Additional salary and benefit cost was offset by lower variable compensation expense. Operating Noninterest Expense1 Composition ($ in thousands) $35,776 $34,106 $33,595 $6,584 $7,100 $6,559 $2,760 $2,719 $2,712 $3,418 $2,814 $2,750 $4,129 $4,014 $4,044 $15,554 $16,208 $2,579 $2,794 $798 $835 $1,893 $1,889 $2,412 $18,885 $2,890 $17,459 $17,530 $7,394 $8,278 3Q18 4Q18 1Q19 2Q19 3Q19 Salaries and employee benefits Occupany and equipment Professional and regulatory fees Amortization of intangibles Other 10 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.

Loans Held For Investment For the Quarter Ended • Loans held for investment decreased $44.7 million, or 3.0% on a ($ in millions) 2Q19 3Q19 1 linked quarter annualized basis. Originated Loans 2,730 3,076 • 43.8% of loan portfolio was credit marked in the last 2 years. Acquired non-PCI Loans 2,829 2,430 Acquired PCI loans 173 148 Quarter-end New Commitments by Market Mortgage warehouse 200 234 Total Loans 5,932 5,888 $317 Qtr / Qtr Change in Balance $168 $173 $173 Originated Loans1 28.7% 12.7% Acquired non-PCI Loans -5.4% -14.1% Acquired PCI loans2 4.8% -14.5% Mortgage warehouse 75.4% 17.0% 2Q19 Houston Dallas 3Q19 Total Loans 2.7% -0.7% Variable Rate Loan Floors Loan Composition As of September 30, 2019 % of Total Cumulative % of Grouping Total Balance Balance Total Balance 1-4 Family and Consumer Commercial No Floor $ 2,921 70% 70% 10% 29% Floor Reached 218 5% 75% 0-25 bps to Reach Floor 57 1% 76% 26-50 bps to Reach Floor 145 4% 80% 51-75 bps to Reach Floor 73 2% 82% 76-100 bps to Reach Floor 295 7% 89% Owner 101-125 bps to Reach Floor 165 4% 93% Occupied CRE Commercial 12% 126-150 bps to Reach Floor 108 3% 96% Real Estate 45% 151+ bps to Reach Floor 174 4% 100% Mortgage Warehouse $ 4,156 100% 4% 1 Originated loans includes newly originated loans and purchased loans that have matured and renewed during the quarter. 2 Increase in acquired PCI loans during the second quarter 2019 was a result of updates to the provision estimate of the fair value of PCI loans during the measurement period. 11

Deposits and Borrowings • Noninterest-bearing deposits totaled $1.5 billion, which Deposits comprised 25.0% of total deposits as of September 30, 2019. ($ in millions) • Loan to deposit ratio increased to 100.2% at September 30, 2019 $6,000 from 96.2% at June 30, 2019. $2,241 $2,042 $5,000 $1,877 • Excluding mortgage warehouse, the loan to deposit ratio was 96.2% at September 30, 2019. $4,000 Entered into $600 million of floating rate and structured • $3,000 borrowings to replace high cost funding resulting in a 5 basis $2,617 $2,646 $2,528 $648 $683 point decrease in average costs of total deposits, which excludes $2,000 deposit premium accretion quarter over quarter. $1,346 $1,313 $1,000 • Average cost of interest-bearing deposits, excluding deposit $1,440 $1,477 $1,473 premium accretion, at a blended rate has decreased 15 basis $662 $626 point from June 2019 primarily as a result of cuts in money $- 3Q18 4Q18 1Q19 2Q19 3Q19 market rates and our strategy to replace high cost funding. Noninterest-bearing Interest-bearing Certificates and other time deposits Average Cost of Total Deposits1 Monthly Cost of Interest-bearing Deposits and FHLB Borrowings2 1.94% 2.76% 1.89% 1.78% 1.85% 2.61% 2.49% 1.62% 1.62% 1.79% 1.79% 1.75% 2.15% 1.59% 1.38% 1.36% 1.32% 1.25% 1.20% 1.92% 1.82% 1.97% 1.96% 1.91% 1.95% 1.91% 1.77% 3Q18 4Q18 1Q19 2Q19 3Q19 Apr-19 May-19 Jun-19 Jul-19 Aug-19 Sep-19 Average costs of total deposits, excluding deposit premium accretion Average cost of interest-bearing deposits Average cost of interest-bearing deposits, excluding deposit premium accretion Average cost of total deposits Average cost of FHLB borrowings 12 1 Average costs of total deposits excludes $158, $132, $2,731, $1,355 and $1,210 of deposit premium accretion as of 3Q18, 4Q18, 1Q19, 2Q19, and 3Q19, respectively. 2 Average costs of interest-bearings deposits excludes $711, $644, $559, $484, $391, $335 of deposit premium accretion as of April 2019, May 2019, June 2019, July 2019, August 2019 and September 2019, respectively.

Strong Asset Quality Allowance for Loan Losses Ratio NPAs / Total Assets 0.80% 1.82% 1.77% 0.77% 0.54% 1.44% 0.29% 0.21% 1.28% 1.23% $21 0.75% $2 0.73% 0.37% $64 0.42% 0.45% $26 $4 $5 $25 $19 $2 $16 $10 3Q18 4Q18 1Q19 2Q19 3Q19 3Q18 4Q18 1Q19 2Q19 3Q19 ALLL ALLL + Remaining PD Nonaccruals Accruing 90+ ORE NPAs/Total Assets Q3 Provision Breakdown Q3 ALLL Rollforward Specific Reserves 1,180 June 30, 2019 Balance 24,712 General Reserves (including renewed loans) 2,933 Charge-offs2 (8,214) Acquired energy loan1 5,561 Recoveries 71 Provision 9,674 Provision 9,674 September 30, 2019 Balance 26,243 1 Charge-off related to a commercial energy loan relationship acquired from Sovereign Bancshares, Inc. in 2017. The relationship consists of a $7.8 million loan to an independent oil and gas exploration company that filed for bankruptcy protection in 2018 and recently entered into a sales process pursuant to Section 363 of the Bankruptcy Code. The $5.6 charge-off of this commercial loan relationship (calculated as full charge-off of $6.1 less a specific reserve of $253 thousand less a purchase discount of $161 thousand) results in the Company exiting the relationship in full. 2 Excluding the $5.6 energy loan provision, the remaining charge-offs recorded during the third quarter of 2019 were fully reserved against in the second quarter of 2019. 13

VHI Capital Ratios and Actions Company Level as of September 30, 20191 • Dividends › On October 21, 2019, declared quarterly 12.71% 12.26% cash dividend of $0.125 per common share 11.71% 11.26% 10.33% 10.08% 10.17% 10.47% payable in November 2019 • Stock Buyback Program › Increased to $100 million from $50 million and extended previously announced stock buyback program 2 TCE / TA Leverage Ratio Tier 1 Ratio Total Capital Ratio › QTD repurchased $29.0 million in common 2Q19 3Q19 stock (1,177,241 shares) YTD repurchased $58.8 million in common Bank Level as of September 30, 20191 › stock (2,349,103 shares) › Reduction in share count of 4.29% 12.54% 12.16% 11.61% 12.00% 10.80% 10.64% • 2019 Return to Shareholders › QTD return of $35.7 million ($29.0 million in stock buyback and $6.7 million in common dividends) › YTD return of $79.1 million ($58.8 million in stock buyback and $20.3 million in Leverage Ratio Tier 1 Ratio Total Capital Ratio common dividends) 2Q19 3Q19 1 Preliminary 14 2 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.

Outlook and Focus Through 2020 1 Strong operating earnings profile, 2 Fortress balance sheet with significant highlighted by year to date 2019 PTPP liquidity, capital and limited credit return on average assets of 2.30%1, downside given less than $25 million in operating return on average tangible net energy exposure and $58.5 million common equity of 17.57%1 and an in remaining purchase discount on operating efficiency ratio of 43.19%1. acquired loans. Focused on: 3 4 • Rebuilding growth Operating in two of the best markets momentum in the country, Dallas-Fort Worth and • Maintaining asset quality Houston, with favorable market • Returning excess capital to position and scarcity value. shareholders through share repurchases and common stock dividends 5 Not focused on: 6 • M&A because we have Attractive valuation at 10.02 times achieved the necessary 2020 consensus earnings. scale to deliver top quality financial results 15 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 2 As of October 16, 2019 and 2020 consensus earnings estimate of $2.43 from individual analyst reports.

V E R I T E X Reconciliation of Non-GAAP Financial Measures

Reconciliation of Non-GAAP Financial Measures As of 30-Sep-19 30-Jun-19 31-Mar-19 31-Dec-18 30-Sep-18 (Dollars in thousands, except per share data) Tangible Common Equity Total stockholders' equity $ 1,205,530 $ 1,205,293 $ 1,193,705 $ 530,638 $ 517,212 Adjustments: Goodw ill (370,463) (370,221) (368,268) (161,447) (161,447) Core deposit intangibles (70,014) (72,465) (74,916) (11,675) (12,107) Tangible common equity $ 765,053 $ 762,607 $ 750,521 $ 357,516 $ 343,658 Common shares outstanding 52,373 53,457 54,236 24,254 24,192 Book value per common share $23.02 $22.55 $21.88 $21.88 $21.38 Tangible book value per common share $14.61 $14.27 $13.76 $14.74 $14.21 Tangible Common Equity Total stockholders' equity $ 1,205,530 $ 1,205,293 $ 1,193,705 $ 530,638 $ 517,212 Adjustments: Goodw ill (370,463) (370,221) (368,268) (161,447) (161,447) Core deposit intangibles (70,014) (72,465) (74,916) (11,675) (12,107) Tangible common equity $ 765,053 $ 762,607 $ 750,521 $ 357,516 $ 343,658 Tangible Assets Total assets $ 7,962,883 $ 8,010,106 $ 7,931,747 $ 3,208,550 $ 3,275,846 Adjustments: Goodw ill (370,463) (370,221) (368,268) (161,447) (161,447) Core deposit intangibles (70,014) (72,465) (74,916) (11,675) (12,107) Tangible Assets $ 7,522,406 $ 7,567,420 $ 7,488,563 $ 3,035,428 $ 3,102,292 Tangible Common Equity to Tangible Assets 10.17% 10.08% 10.02% 11.78% 11.08% 17

Reconciliation of Non-GAAP Financial Measures For the Nine Months For the Three Months Ended Ended 30-Sep-19 30-Jun-19 31-Mar-19 31-Dec-18 30-Sep-18 30-Sep-19 (Dollars in thousands) Net income available for common stockholders adjusted for amortization of core deposit intangibles Net income $ 27,405 $ 26,876 $ 7,407 $ 9,825 $ 8,935 $ 61,688 Adjustments: Plus: Amortization of core deposit intangibles 2,451 2,451 2,477 432 431 7,379 Less: Tax benefit at the statutory rate 515 515 520 91 91 1,550 Net income available for common stockholders adjusted for amortization of intangibles $ 29,341 $ 28,812 $ 9,364 $ 10,166 $ 9,275 $ 67,517 Average Tangible Common Equity Total average stockholders' equity $ 1,210,147 $ 1,200,632 $ 1,190,266 $ 523,590 $ 514,876 $ 1,199,440 Adjustments: Average goodw ill (370,224) (369,255) (366,795) (161,447) (161,447) (369,097) Average core deposit intangibles (71,355) (73,875) (76,727) (11,932) (12,354) (73,965) Average tangible common equity $ 768,568 $ 757,502 $ 746,744 $ 350,211 $ 341,075 $ 756,378 Return on Average Tangible Common Equity (Annualized) 15.15% 15.26% 5.09% 11.52% 10.79% 11.93% 18

Reconciliation of Non-GAAP Financial Measures For the Nine Months For the Three Months Ended Ended 30-Sep-19 30-Jun-19 31-Mar-19 31-Dec-18 30-Sep-18 30-Sep-19 (Dollars in thousands, except per share data) Operating Earnings Net income $ 27,405 $ 26,876 $ 7,407 $ 9,825 $ 8,935 $ 61,688 Plus: Loss on sale of securities available for sale, net — 642 772 42 — 1,414 Plus: Loss (gain) on sale of disposed branch assets1 — 359 — — — 359 Plus: Merger and acquisition expenses 1,035 5,431 31,217 1,150 2,692 37,683 Operating pre-tax income 28,440 33,308 39,396 11,017 11,627 101,144 Less: Tax impact of adjustments2 217 1,351 6,717 (440) 538 8,285 Plus: Tax Act re-measurement — — — — (688) — Plus: Other M&A tax items 406 277 — — — 683 Net operating earnings $ 28,629 $ 32,234 $ 32,679 $ 11,457 $ 10,401 $ 93,542 Weighted average diluted shares outstanding 53,873 54,929 55,439 24,532 24,613 54,633 Diluted EPS $0.51 $0.49 $0.13 $0.40 $0.36 $1.13 Diluted operating EPS $ 0.53 $ 0.59 $ 0.59 $ 0.47 $ 0.42 $ 1.71 1 Loss on sale of disposed branch assets for the nine months ended September 30, 2019 and three months ended June 30, 2019 is included in merger and acquisition expense within the condensed consolidated statements of income. 2 During the fourth quarter of 2018, the Company initiated a transaction cost study, which through December 31, 2018 resulted in $727 thousand of expenses paid that are non- deductible merger and acquisition expenses. As such, the $727 thousand of non-deductible expenses are reflected in the six months ended June 30, 2018 tax impact of adjustments amounts reported. All other non-merger related adjustments to operating earnings are taxed at the statutory rate. 19

Reconciliation of Non-GAAP Financial Measures For the Nine Months For the Three Months Ended Ended 30-Sep-19 30-Jun-19 31-Mar-19 31-Dec-18 30-Sep-18 30-Sep-19 (Dollars in thousands, except per share data) Pre-Tax, Pre-Provision Operating Earnings Net income $ 27,405 $ 26,876 $ 7,407 $ 9,825 $ 8,935 $ 61,688 Plus: Provision for income taxes 7,595 7,369 1,989 3,587 1,448 16,953 Pus: Provision for loan losses 9,674 3,335 5,012 1,364 3,057 18,021 Plus: Loss on sale of securities available for sale, net — 642 772 42 — 1,414 Plus: Loss (gain) on sale of disposed branch assets — 359 — — — 359 Plus: Merger and acquisition expenses 1,035 5,431 31,217 1,150 2,692 37,683 Net pre-tax, pre-provision operating earnings $ 45,709 $ 44,012 $ 46,397 $ 15,968 $ 16,132 $ 136,118 Average total assets $ 8,009,377 $ 7,937,319 $ 7,841,267 $ 3,243,168 $ 3,225,797 $ 7,929,028 Pre-tax, pre-provision operating return on average assets1 2.26% 2.22% 2.40% 1.95% 1.98% 2.30% Average total assets $ 8,009,377 $ 7,937,319 $ 7,841,267 $ 3,243,168 $ 3,225,797 $ 7,929,028 Return on average assets1 1.36% 1.36% 0.38% 1.20% 1.10% 1.04% Operating return on average assets1 1.42% 1.63% 1.69% 1.40% 1.28% 1.58% 1 Annualized ratio. 20

Reconciliation of Non-GAAP Financial Measures For the Nine Months For the Three Months Ended Ended 30-Sep-19 30-Jun-19 31-Mar-19 31-Dec-18 30-Sep-18 30-Sep-19 (Dollars in thousands, except per share data) Operating earnings adjusted for amortization of intangibles Net operating earnings $ 28,629 $ 32,234 $ 32,679 $ 11,457 $ 10,401 $ 93,542 Adjustments: Plus: Amortization of core deposit intangibles 2,451 2,451 2,477 432 431 7,379 Less: Tax benefit at the statutory rate 515 515 520 91 91 1,550 Operating earnings adjusted for amortization of intangibles $30,565 $34,170 $34,636 $11,798 $10,741 $99,371 Average Tangible Common Equity Total average stockholders' equity $ 1,210,147 $ 1,200,632 $ 1,190,266 $ 523,590 $ 514,876 $ 1,199,440 Adjustments: Average goodw ill (370,224) (369,255) (366,795) (161,447) (161,447) (369,097) Average core deposit intangibles (71,355) (73,875) (76,727) (11,932) (12,354) (73,965) Average tangible common equity $ 768,568 $ 757,502 $ 746,744 $ 350,211 $ 341,075 $ 756,378 Operating Return on average tangible 1 common equity 15.78% 18.09% 18.81% 13.37% 12.49% 17.57% Efficiency ratio 43.67% 51.49% 82.30% 54.27% 57.58% 59.42% Operating efficiency ratio 42.36% 43.66% 43.54% 50.65% 49.09% 43.19% 1 Annualized ratio. 21

Reconciliation of Non-GAAP Financial Measures As of 30-Sep-19 30-Jun-19 31-Mar-19 31-Dec-18 30-Sep-18 (Dollars in thousands, except per share data) Operating Noninterest Income Noninterest income $ 8,430 $ 6,034 $ 8,484 $ 3,619 $ 2,408 Plus: Loss on sale of securities availablefor sale, net - 642 772 42 - Operating noninterest income $ 8,430 $ 6,676 $ 9,256 $ 3,661 $ 2,408 Operating Noninterest Expense Noninterest expense $ 34,630 $ 39,896 $ 66,993 $ 17,358 $ 18,246 Plus: Loss (gain) on sale of disposed branch assets1 - 359 - - - Plus: Merger and acquisition expenses 1,035 5,431 31,217 1,150 2,692 Operating noninterest expense $ 33,595 $ 34,106 $ 35,776 $ 16,208 $ 15,554 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. 22

V E R I T E X

Exhibit

Exhibit 99.3

https://cdn.kscope.io/7b50974cf3db225ad28d6f5ebf13a3ad-veritexseclogo.jpg

PRESS RELEASE

FOR IMMEDIATE RELEASE

Veritex Holdings, Inc. Declares Cash Dividend on Common Stock

Dallas, TX – October 21, 2019 – 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 $0.125 per share on its outstanding common stock. The dividend will be paid on or after November 21, 2019 to shareholders of record as of the close of business on November 7, 2019.

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