Item 2.02 Results of Operations and Financial Condition
OnJanuary 24, 2023 ,Veritex Holdings, Inc. (the "Company"), the holding company forVeritex Community Bank , aTexas state chartered bank, issued a press release describing its results of operations for the quarter and year endedDecember 31, 2022 . A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. As provided in General Instruction B.2 to Form 8-K, the information furnished in this Item 2.02 (including Exhibit 99.1) 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 (the "Securities Act"), or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 7.01 Regulation FD Disclosure
OnWednesday, January 25, 2023 , at8:30 a.m., Central Time , the Company will host an investor conference call and webcast to review its fourth quarter and year end 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 after the close of the market onTuesday, January 24, 2023 . The presentation materials are attached hereto as Exhibit 99.2 and are incorporated herein by reference. As provided in General Instruction B.2 to Form 8-K, the information furnished in this Item 7.01 (including Exhibit 99.2) of this Current Report on Form 8-K shall not be deemed "filed" for purposes of Section 18 of 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 or the Exchange Act, except as shall be expressly set forth by specific reference in such filing. Item 8.01 Other Events After the close of the market onTuesday, January 24, 2023 , the Company issued a press release announcing the declaration of a quarterly cash dividend of$0.20 per share on its outstanding common stock. The dividend will be paid onFebruary 24, 2023 to shareholders of record as of the close of business onFebruary 10, 2023 . The press release is attached hereto as Exhibit 99.3 and is incorporated herein by reference.
Forward Looking Statement
This Current Report includes "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, which change over time and are beyond our control, that may cause actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Forward-looking statements include, without limitation, statements relating to the expected payment ofVeritex Holdings, Inc.'s ("Veritex") quarterly cash dividend; the impact of certain changes inVeritex's accounting policies, standards and interpretations; the effects of the COVID-19 pandemic and actions taken in response thereto; andVeritex'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," "seeks," "targets," "outlooks," "plans" and similar expressions or future or conditional verbs such as "will," "should," "would," "may" and "could" are generally forward-looking in nature and not historical facts, although not all forward-looking statements include the foregoing words. We refer you to the "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" sections ofVeritex's Annual Report on Form 10-K for the year endedDecember 31, 2021 and any updates to those risk factors set forth inVeritex's Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other filings with theSecurities and Exchange Commission ("SEC"), which are available on theSEC's website at www.sec.gov. If one or more events related to these or other risks or uncertainties materialize, or ifVeritex's underlying assumptions prove to be incorrect, actual results may differ materially from whatVeritex 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 supplement, update or revise any forward-looking statements, whether as a result of new information, future developments or otherwise, except as required by law. All forward-looking statements, expressed or implied, included in this Current Report 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 thatVeritex or persons acting onVeritex's behalf may issue.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits. Exhibit Number Description 99.1 Press release, datedJanuary 24, 2023 99.2 Presentation materials 99.3 Dividend Announcement 104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.
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