On December 15, 2016, Veritex Holdings, Inc. (the Company)
entered into an underwriting agreement (the Underwriting
Agreement) with Stephens Inc., as representative of the several
underwriters named in Schedule A thereto (collectively, the
Underwriters), to issue and sell 3,865,000 shares of the Companys
common stock, par value $0.01 per share (Common Stock), at a
public offering price of $22.50 per share in an underwritten
public offering (the Offering). As part of the Offering, the
Company granted the Underwriters a 30-day option to purchase up
to an additional 579,750 shares of Common Stock at the public
offering price, less the underwriting discount (the
Over-Allotment Option). The Underwriters have elected to exercise
the Over-Allotment Option in full.

After deducting underwriting discounts and commissions and
estimated offering expenses, and with the Underwriters exercise
of the Over-Allotment Option, the Company expects the net
proceeds of the Offering to be approximately $94.4 million. The
Company intends to use the net proceeds from the Offering to fund
the cash consideration portion of its proposed merger with
Sovereign Bancshares, Inc. and for general corporate purposes.
The Offering is scheduled to close on or about December 20, 2016,
subject to customary closing conditions.

The Underwriting Agreement contains customary representations,
warranties and agreements of the Company, customary conditions to
closing, obligations of the parties and termination provisions.
The foregoing description is qualified in its entirety by
reference to the Underwriting Agreement, a copy of which is
attached hereto as Exhibit 1.1 and incorporated herein by
reference.

to the Underwriting Agreement, directors, certain executive
officers and certain shareholders of the Company entered into
agreements in substantially the form included as an exhibit to
the Underwriting Agreement providing for a 90-day lock-up period
with respect to sales of specified securities, subject to certain
exceptions.

The offer and sale of shares of Common Stock sold in the Offering
were registered under the Securities Act of 1933, as amended (the
Securities Act), to an effective shelf registration statement on
Form S-3 (Registration No. 333-207934) dated November 25, 2015
(the Registration Statement). The offer and sale of the shares of
Common Stock in the Offering are described in the Companys
prospectus constituting a part of the Registration Statement, as
supplemented by a final prospectus supplement dated December 15,
2016.

Item 8.01 Other Events

On December 15, 2016, the Company issued a press release
announcing the pricing of the Offering. The press release is
attached as Exhibit 99.1 to this Current Report on Form 8-K and
is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

Special Note Concerning Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking
statements within the meaning of Section 27A of the Securities
Act and Section 21E of the Exchange Act. These forward-looking
statements reflect the current views of the Companys management
with respect to, among other things, future events and the
Companys financial performance. These statements are often, but
not always, made through the use of words or phrases such as may,
should, could, predict, potential, believe, will likely result,
expect, continue, will, anticipate, seek, estimate, intend, plan,
project, forecast, goal, target, would and outlook, or the
negative variations of those words or other comparable words of a
future or forward-looking nature. These forward-looking
statements are not historical facts, and are based on current
expectations, estimates and projections about the Companys
industry, managements beliefs and certain assumptions made by
management, many of which, by their nature, are inherently
uncertain and beyond the Companys control. Accordingly, the
Company cautions you that any such forward-looking statements are
not guarantees of future performance and are subject to risks,
assumptions and uncertainties that are difficult to predict.
Although the Company believes that the expectations reflected in
these forward-looking statements are reasonable as of the date
made, actual results may prove to be materially different from
the results expressed or implied by the forward-looking
statements. Factors that could cause actual results to differ
materially from the Companys expectations include successfully
implementing its growth strategy, including identifying
acquisition targets and consummating suitable acquisitions;
continuing to sustain internal growth rate; providing competitive
products and services that appeal to its customers and target
market; continuing to have access to debt and equity capital
markets and achieving its performance goals. The foregoing list
of factors is not exhaustive. If one or more events related to
these or other risks or uncertainties materialize, or if the
Companys underlying assumptions prove to be incorrect, actual
results may differ materially from what the Company anticipates.
Accordingly, you should not place undue reliance on any such
forward-looking statements. Any forward-looking statement speaks
only as of the date on which it is made, and the Company does not
undertake any obligation to publicly update or review any
forward-looking statement, whether as a result of new
information, future developments or otherwise. New risks and
uncertainties arise from time to time, and it is not possible for
us to predict those events or how they may affect us. In
addition, the Company cannot assess the impact of each factor on
the Companys business or the extent to which any factor, or
combination of factors, may cause actual results to differ
materially from those contained in any forward-looking
statements.

Important Additional Information

The information contained herein does not constitute an offer to
sell or a solicitation of an offer to buy any securities or a
solicitation of any vote or approval. In connection with the
proposed merger of the Company and Sovereign Bancshares, Inc.
(Sovereign Bancshares), the Company will file a registration
statement on Form S-4 with the Securities and Exchange Commission
(the SEC). The registration statement will include a joint proxy
statement of

the Company and Sovereign Bancshares, which also will constitute
a prospectus of the Company, which the Company and Sovereign
Bancshares will send to their respective shareholders. BEFORE
MAKING ANY VOTING OR INVESTMENT DECISION, INVESTORS AND SECURITY
HOLDERS OF SOVEREIGN BANCSHARES AND THE COMPANY ARE URGED TO
CAREFULLY READ THE ENTIRE REGISTRATION STATEMENT AND JOINT PROXY
STATEMENT/PROSPECTUS, WHEN THEY BECOME AVAILABLE, AS WELL AS ANY
AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS AND ANY OTHER
RELEVANT DOCUMENTS FILED WITH THE SEC, BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. When filed,
this document and other documents relating to the merger filed by
the Company can be obtained free of charge from the SECs website
at www.sec.gov.

The Company and Sovereign Bancshares and their respective
directors and executive officers may be deemed to be participants
in the solicitation of proxies from their stockholders in
connection with the proposed transaction. Information about the
Companys participants may be found in the definitive proxy
statement of the Company relating to its 2016 Annual Meeting of
Stockholders filed with the SEC on April 7, 2016. The definitive
proxy statement can be obtained free of charge from the sources
indicated above. Additional information regarding the interests
of such participants will be included in the joint proxy
statement and other relevant documents regarding the proposed
merger transaction filed with the SEC when they become available,
copies of which may also be obtained free of charge from the
sources indicated above.