X0306 4 2017-06-20 0 0001501570 Veritex Holdings, Inc. VBTX 0001707712 Fleming Ned N III C/O SUNTX CAPITAL PARTNERS, TWO LINCOLN CENTER, 5420 LBJ FWY, #1000 DALLAS TX 75240 1 0 0 1 See Remarks Below 0001621734 SunTx Veritex Holdings, L.P. C/O SUNTX CAPITAL PARTNERS, TWO LINCOLN CENTER, 5420 LBJ FWY, #1000 DALLAS TX 75240 0 0 0 1 See Remarks Below Restricted Stock Units 2017-06-20 4 A 0 875 0.00 A Common Stock 875 875 I See footnote Each restricted stock unit represents a contingent right to receive one share of common stock of Veritex Holdings, Inc. (the "Issuer"). The restricted stock units vest in three quarterly installments of 14%, 43% and 43% beginning on June 30, 2017. On the date of vesting, Ned N. Fleming, III will receive shares of the Issuer's common stock, cash in an amount equal to the fair market value of such shares or any combination thereof based on the number of restricted stock units that vested on such date. Mr. Fleming serves as director of SunTx Capital II Management Corp. (the "Fund GP Corp"), which acts as the general partner of SunTx Capital Partners II GP, LP (the "Fund GP"), the general partner of SunTx Veritex Holdings, LP, a Delaware limited partnership and a Reporting Person (the "Fund"). The Fund GP Corp also serves as the investment manager to the Fund. As a result of this relationship, Mr. Fleming serves on the Issuer's board of directors (the "Board") as a representative of the Fund. Pursuant to the offering documents of the Fund, the Fund is entitled to an indirect pecuniary interest in the restricted stock units granted to Mr. Fleming. Solely as a result of his ownership interest in the Fund, including through the Fund GP Corp, Mr. Fleming may be deemed to have an indirect pecuniary interest in the 875 restricted stock units (i.e. no direct pecuniary interest) as reported in Table II. (continued from footnote 3) Mr. Fleming disclaims beneficial ownership of these securities, except to the extent of Mr. Fleming's pecuniary interest in the securities. SunTx Veritex Holdings, LP is a director by deputization of Veritex Holdings, Inc. /s/ Ned N. Fleming, III 2017-06-22 SunTx Veritex Holdings, LP, By: SunTx Capital Partners II GP, LP, its general partner, By: SunTx Capital II Management Corp., its general partner, /s/ Ned N. Fleming, III 2017-06-22