[10-Q] Hilltop Holdings Inc. Quarterly Earnings Report

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

10-Q

Rhea-AI Filing Summary

Hilltop Holdings (HTH) reported stronger Q3 results. Net income rose to $46.7 million from $32.9 million a year ago, with diluted EPS of $0.74 versus $0.46. Net interest income improved to $112.4 million, while noninterest income increased to $217.8 million, led by higher securities commissions and advisory fees. Operating costs rose to $271.9 million, but pre-tax income still advanced to $60.8 million.

Year to date, income reached $129.1 million with EPS of $1.95. On the balance sheet, total assets were $15.61 billion. Loans held for investment, net, increased to $8.13 billion, and the allowance for credit losses decreased to $95.2 million. Deposits were $10.68 billion, down from year‑end, while notes payable fell to $148.5 million. Accumulated other comprehensive loss improved to $(87.3) million. Shares outstanding were 61,326,253 at September 30, 2025, and 61,328,537 at October 22, 2025. The company repurchased common stock and paid dividends during the period, contributing to a lower share count.

Insights

Earnings up; deposits lower; credit costs benign.

Hilltop posted higher profitability in Q3 as net interest income reached $112.4 million and noninterest income rose to $217.8 million. Diluted EPS was $0.74, aided by stronger fee businesses and modest provision benefits.

Balance sheet trends were mixed: deposits totaled $10.68 billion and loans held for investment, net, were $8.13 billion. The allowance was $95.2 million, and accumulated other comprehensive loss improved to $(87.3) million.

Capital allocation continued via dividends and share repurchases, with shares outstanding at 61.33 million on Oct 22, 2025. Actual impact depends on deposit mix, funding costs, and fee momentum across mortgage and broker-dealer operations.

10/24/2025 - 04:31 PM

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Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

☒

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2025

☐

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number: 1-31987

Hilltop Holdings Inc.

(Exact name of registrant as specified in its charter)


Maryland		84-1477939
(State or other jurisdiction of incorporation or		(I.R.S. Employer Identification No.)
organization)

6565 Hillcrest Avenue
Dallas, TX		75205
(Address of principal executive offices)		(Zip Code)

(214) 855-2177

(Registrant’s telephone number, including area code)

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

HTH

New York Stock Exchange

NYSE Texas

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ◻

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ◻

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer ⌧		Accelerated filer ◻

Non-accelerated filer ◻		Smaller reporting company ☐
		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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ⌧

The number of shares of the registrant's common stock outstanding at October 22, 2025 was 61,328,537.

Table of Contents

HILLTOP HOLDINGS INC.

FORM 10-Q

FOR THE QUARTER ENDED SEPTEMBER 30, 2025

TABLE OF CONTENTS


PART I — FINANCIAL INFORMATION

Item 1.	Financial Statements	3
	Consolidated Balance Sheets	3
	Consolidated Statements of Operations	4
	Consolidated Statements of Comprehensive Income	5
	Consolidated Statements of Stockholders’ Equity	6
	Consolidated Statements of Cash Flows	8
	Notes to Consolidated Financial Statements	9

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	48

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	96

Item 4.	Controls and Procedures	101


PART II — OTHER INFORMATION

Item 1.	Legal Proceedings	102

Item 1A.	Risk Factors	102

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	102

Item 5.	Other Information	102

Item 6.	Exhibits	103

Table of Contents

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements.

HILLTOP HOLDINGS INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(in thousands, except share and per share data)

(Unaudited)


	September 30,		December 31,
	2025		2024
Assets
Cash and due from banks	$	1,277,283	$	2,298,977
Federal funds sold		650		650
Assets segregated for regulatory purposes		5,050		70,963
Securities purchased under agreements to resell		78,909		88,728
Securities:
Trading, at fair value		574,434		524,916
Available for sale, at fair value, net (amortized cost of $1,514,825 and $1,498,415, respectively)		1,443,612		1,396,549
Held to maturity, at amortized cost, net (fair value of $696,835 and $649,872, respectively)		755,012		737,899
Equity, at fair value		248		297
		2,773,306		2,659,661

Loans held for sale		849,357		858,665
Loans held for investment, net of unearned income		8,227,194		7,950,551
Allowance for credit losses		(95,168)		(101,116)
Loans held for investment, net		8,132,026		7,849,435

Broker-dealer and clearing organization receivables		1,519,005		1,452,366
Premises and equipment, net		136,830		148,245
Operating lease right-of-use assets		87,464		90,563
Mortgage servicing rights		12,273		5,723
Other assets		459,588		470,073
Goodwill		267,447		267,447
Other intangible assets, net		5,862		6,633
Total assets	$	15,605,050	$	16,268,129

Liabilities and Stockholders' Equity
Deposits:
Noninterest-bearing	$	2,766,155	$	2,768,707
Interest-bearing		7,909,316		8,296,615
Total deposits		10,675,471		11,065,322

Broker-dealer and clearing organization payables		1,445,280		1,331,902
Short-term borrowings		680,979		834,023
Securities sold, not yet purchased, at fair value		65,119		57,234
Notes payable		148,530		347,667
Operating lease liabilities		104,134		109,103
Other liabilities		269,297		304,566
Total liabilities		13,388,810		14,049,817
Commitments and contingencies (see Notes 13 and 14)
Stockholders' equity:
Hilltop stockholders' equity:
Common stock, $0.01 par value, 125,000,000 shares authorized; 61,326,253 and 64,967,984 shares issued and outstanding at September 30, 2025 and December 31, 2024, respectively		613		650
Additional paid-in capital		998,644		1,052,219
Accumulated other comprehensive loss		(87,254)		(111,497)
Retained earnings		1,276,539		1,248,593
Total Hilltop stockholders' equity		2,188,542		2,189,965
Noncontrolling interests		27,698		28,347
Total stockholders' equity		2,216,240		2,218,312
Total liabilities and stockholders' equity	$	15,605,050	$	16,268,129

See accompanying notes.

Table of Contents

HILLTOP HOLDINGS INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share data)

(Unaudited)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Interest income:
Loans, including fees	$	135,773	$	139,821	$	392,258	$	412,779
Securities borrowed		21,175		19,426		57,528		60,293
Securities:
Taxable		25,452		26,265		76,045		77,795
Tax-exempt		3,512		2,438		9,212		7,242
Other		14,349		23,092		55,198		69,690
Total interest income		200,261		211,042		590,241		627,799

Interest expense:
Deposits		57,001		70,641		174,108		207,880
Securities loaned		19,430		18,499		51,828		56,207
Short-term borrowings		7,867		10,878		23,664		33,142
Notes payable		2,404		3,555		9,163		10,749
Other		1,171		2,426		3,299		7,507
Total interest expense		87,873		105,999		262,062		315,485

Net interest income		112,388		105,043		328,179		312,314
Provision for (reversal of) credit losses		(2,511)		(1,270)		(513)		6,793
Net interest income after provision for (reversal of) credit losses		114,899		106,313		328,692		305,521

Noninterest income:
Net gains from sale of loans and other mortgage production income		51,730		47,816		148,956		146,468
Mortgage loan origination fees		24,850		32,119		76,039		92,955
Securities commissions and fees		38,719		30,434		105,488		90,317
Investment and securities advisory fees and commissions		53,349		42,220		133,707		105,438
Other		49,159		47,854		159,591		140,188
Total noninterest income		217,807		200,443		623,781		575,366

Noninterest expense:
Employees' compensation and benefits		190,027		177,987		542,677		513,815
Occupancy and equipment, net		19,930		22,317		60,776		65,526
Professional services		12,681		11,645		27,615		31,646
Other		49,265		52,363		153,484		159,812
Total noninterest expense		271,903		264,312		784,552		770,799

Income before income taxes		60,803		42,444		167,921		110,088
Income tax expense		14,129		9,539		38,826		24,762
Net income		46,674		32,905		129,095		85,326
Less: Net income attributable to noncontrolling interest		856		3,212		5,088		7,632
Income attributable to Hilltop	$	45,818	$	29,693	$	124,007	$	77,694

Earnings per common share:
Basic	$	0.74	$	0.46	$	1.95	$	1.19
Diluted	$	0.74	$	0.46	$	1.95	$	1.19

Weighted average share information:
Basic		62,146		64,928		63,456		65,070
Diluted		62,168		64,946		63,459		65,080

See accompanying notes.

Table of Contents

HILLTOP HOLDINGS INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(in thousands)

(Unaudited)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Net income	$	46,674	$	32,905	$	129,095	$	85,326
Other comprehensive income (loss):
Change in fair value of cash flow hedges, net taxes of $(278), $(1,304), $(1,067) and $(1,656), respectively		(952)		(4,434)		(3,639)		(5,476)
Net unrealized gains on securities available for sale, net taxes of $2,076, $6,707, $7,065 and $7,246, respectively		7,122		22,818		23,980		23,424
Reclassification adjustment for gains (losses) included in net income, net taxes of $0, $0, $0 and $34, respectively		—		—		—		114
Amortization of unrealized losses on securities transferred from available for sale to held to maturity, net taxes of $398, $787, $1,172 and $1,585, respectively		1,324		2,619		3,902		5,275
Comprehensive income		54,168		53,908		153,338		108,663
Less: comprehensive income attributable to noncontrolling interest		856		3,212		5,088		7,632

Comprehensive income applicable to Hilltop	$	53,312	$	50,696	$	148,250	$	101,031

See accompanying notes.

Table of Contents

HILLTOP HOLDINGS INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(in thousands)

(Unaudited)


						Accumulated				Deferred					Total
				Additional		Other				Compensation		Employee			Hilltop				Total
	Common Stock			Paid-in		Comprehensive		Retained		Employee Stock		Stock Trust			Stockholders’		Noncontrolling		Stockholders’
	Shares	Amount		Capital		Loss		Earnings		Trust, Net		Shares	Amount		Equity		Interest		Equity
Balance, June 30, 2024	64,953	$	650	$	1,047,523	$	(119,171)	$	1,205,467	$	1	—	$	(1)	$	2,134,469	$	28,142	$	2,162,611
Net income	—		—		—		—		29,693		—	—		—		29,693		3,212		32,905
Other comprehensive income	—		—		—		21,003		—		—	—		—		21,003		—		21,003
Stock-based compensation expense	—		—		2,886		—		—		—	—		—		2,886		—		2,886
Common stock issued to board members	4		—		120		—		—		—	—		—		120		—		120
Issuance of common stock related to share-based awards, net	3		—		(32)		—		—		—	—		—		(32)		—		(32)
Dividends on common stock ($0.17 per share)	—		—		—		—		(11,043)		—	—		—		(11,043)		—		(11,043)
Deferred compensation plan	—		—		—		—		—		(1)	—		1		—		—		—
Net cash distributed to noncontrolling interest	—		—		—		—		—		—	—		—		—		(2,591)		(2,591)
Balance, September 30, 2024	64,960	$	650	$	1,050,497	$	(98,168)	$	1,224,117	$	—	—	$	—	$	2,177,096	$	28,763	$	2,205,859

Balance, June 30, 2025	63,001	$	630	$	1,022,474	$	(94,748)	$	1,270,286	$	—	—	$	—	$	2,198,642	$	28,203	$	2,226,845
Net income	—		—		—		—		45,818		—	—		—		45,818		856		46,674
Other comprehensive income	—		—		—		7,494		—		—	—		—		7,494		—		7,494
Stock-based compensation expense	—		—		3,171		—		—		—	—		—		3,171		—		3,171
Common stock issued to board members	13		—		425		—		—		—	—		—		425		—		425
Issuance of common stock related to share-based awards, net	13		—		(120)		—		—		—	—		—		(120)		—		(120)
Repurchases of common stock	(1,701)		(17)		(27,306)		—		(28,375)		—	—		—		(55,698)		—		(55,698)
Dividends on common stock ($0.18 per share)	—		—		—		—		(11,190)		—	—		—		(11,190)		—		(11,190)
Net cash distributed to noncontrolling interest	—		—		—		—		—		—	—		—		—		(1,361)		(1,361)
Balance, September 30, 2025	61,326	$	613	$	998,644	$	(87,254)	$	1,276,539	$	—	—	$	—	$	2,188,542	$	27,698	$	2,216,240

See accompanying notes.

Table of Contents

HILLTOP HOLDINGS INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (continued)

(in thousands)

(Unaudited)


						Accumulated				Deferred					Total
				Additional		Other				Compensation		Employee			Hilltop				Total
	Common Stock			Paid-in		Comprehensive		Retained		Employee Stock		Stock Trust			Stockholders’		Noncontrolling		Stockholders’
	Shares	Amount		Capital		Loss		Earnings		Trust, Net		Shares	Amount		Equity		Interest		Equity
Balance, December 31, 2023	65,153	$	652	$	1,054,662	$	(121,505)	$	1,189,222	$	228	10	$	(292)	$	2,122,967	$	27,362	$	2,150,329
Net income	—		—		—		—		77,694		—	—		—		77,694		7,632		85,326
Other comprehensive income	—		—		—		23,337		—		—	—		—		23,337		—		23,337
Stock-based compensation expense	—		—		8,551		—		—		—	—		—		8,551		—		8,551
Common stock issued to board members	12		—		362		—		—		—	—		—		362		—		362
Issuance of common stock related to share-based awards, net	435		4		(2,805)		—		—		—	—		—		(2,801)		—		(2,801)
Repurchases of common stock	(640)		(6)		(10,273)		—		(9,585)		—	—		—		(19,864)		—		(19,864)
Dividends on common stock ($0.51 per share)	—		—		—		—		(33,214)		—	—		—		(33,214)		—		(33,214)
Deferred compensation plan	—		—		—		—		—		(228)	(10)		292		64		—		64
Net cash distributed to noncontrolling interest	—		—		—		—		—		—	—		—		—		(6,231)		(6,231)
Balance, September 30, 2024	64,960	$	650	$	1,050,497	$	(98,168)	$	1,224,117	$	—	—	$	—	$	2,177,096	$	28,763	$	2,205,859

Balance, December 31, 2024	64,968	$	650	$	1,052,219	$	(111,497)	$	1,248,593	$	—	—	$	—	$	2,189,965	$	28,347	$	2,218,312
Net income	—		—		—		—		124,007		—	—		—		124,007		5,088		129,095
Other comprehensive income	—		—		—		24,243		—		—	—		—		24,243		—		24,243
Stock-based compensation expense	—		—		10,638		—		—		—	—		—		10,638		—		10,638
Common stock issued to board members	20		—		621		—		—		—	—		—		621		—		621
Issuance of common stock related to share-based awards, net	243		2		(2,156)		—		—		—	—		—		(2,154)		—		(2,154)
Repurchases of common stock	(3,905)		(39)		(62,678)		—		(61,697)		—	—		—		(124,414)		—		(124,414)
Dividends on common stock ($0.54 per share)	—		—		—		—		(34,364)		—	—		—		(34,364)		—		(34,364)
Net cash distributed to noncontrolling interest	—		—		—		—		—		—	—		—		—		(5,737)		(5,737)
Balance, September 30, 2025	61,326	$	613	$	998,644	$	(87,254)	$	1,276,539	$	—	—	$	—	$	2,188,542	$	27,698	$	2,216,240

See accompanying notes.

Table of Contents

HILLTOP HOLDINGS INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(Unaudited)


	Nine Months Ended September 30,
	2025		2024
Operating Activities
Net income	$	129,095	$	85,326
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Provision for (reversal of) credit losses		(513)		6,793
Depreciation, amortization and accretion, net		12,731		15,097
Net change in fair value of equity securities		417		—
Equity in earnings of merchant banking subsidiaries		(39,740)		(9,044)
Deferred income taxes		5,978		(11,570)
Other, net		10,910		3,358
Net change in securities purchased under agreements to resell		9,819		(1,755)
Net change in trading securities		77,469		(24,845)
Net change in broker-dealer and clearing organization receivables		(28,352)		356,675
Net change in other assets		(35,260)		(38,748)
Net change in broker-dealer and clearing organization payables		67,508		(285,960)
Net change in other liabilities		(51,246)		(15,508)
Net change in securities sold, not yet purchased		7,885		12,901
Proceeds from sale of mortgage servicing rights asset		—		45,129
Change in valuation of mortgage servicing rights asset		1,651		14,913
Net gains from sales of loans		(148,956)		(146,468)
Loans originated for sale		(7,441,890)		(7,300,426)
Proceeds from loans sold		7,466,687		7,445,251
Net cash provided by operating activities		44,193		151,119
Investing Activities
Proceeds from maturities and principal reductions of securities held to maturity		87,046		63,633
Proceeds from sales, maturities and principal reductions of securities available for sale		193,544		169,443
Proceeds from sales of equity securities		6,549		12,663
Purchases of securities held to maturity		(100,017)		—
Purchases of securities available for sale		(196,036)		(30,289)
Purchases of equity securities		—		(1,475)
Net change in loans held for investment		(325,434)		61,630
Purchases of premises and equipment and other assets		(2,718)		(6,215)
Proceeds from sales and distributions of premises and equipment and other assets		69,541		7,385
Proceeds from sale of loans held for sale transferred from loans held for investment		—		30,103
Net cash paid to Federal Home Loan Bank and Federal Reserve Bank stock		(1,695)		(42)
Net cash provided by (used in) investing activities		(269,220)		306,836
Financing Activities
Net change in deposits		(343,981)		(306,146)
Net change in short-term borrowings		(174,370)		15,132
Proceeds from long-term borrowings		823,789		—
Payments on long-term borrowings		(1,002,067)		—
Payments to repurchase common stock		(123,246)		(19,864)
Dividends paid on common stock		(34,364)		(33,214)
Net cash distributed to noncontrolling interest		(5,737)		(6,231)
Other, net		(2,604)		(3,472)
Net cash used in financing activities		(862,580)		(353,795)

Net change in cash, cash equivalents and restricted cash		(1,087,607)		104,160
Cash, cash equivalents and restricted cash, beginning of period		2,370,590		1,916,745
Cash, cash equivalents and restricted cash, end of period	$	1,282,983	$	2,020,905

Reconciliation of Cash, Cash Equivalents and Restricted Cash to Consolidated Balance Sheets
Cash and due from banks	$	1,277,283	$	1,961,627
Federal funds sold		650		3,650
Assets segregated for regulatory purposes		5,050		55,628
Total cash, cash equivalents and restricted cash	$	1,282,983	$	2,020,905
Supplemental Disclosures of Cash Flow Information
Cash paid for interest	$	263,716	$	319,231
Cash paid for income taxes, net of refunds	$	42,647	$	11,449
Supplemental Schedule of Non-Cash Activities
Non-cash distributions from merchant banking investments	$	10,739	$	—
Conversion of loans to other real estate owned	$	7,441	$	2,871
Additions to mortgage servicing rights	$	8,201	$	9,122

See accompanying notes.

Table of Contents

Hilltop Holdings Inc. and Subsidiaries

Notes to Consolidated Financial Statements

(Unaudited)

1. Summary of Significant Accounting and Reporting Policies

Nature of Operations

Hilltop Holdings Inc. (“Hilltop” and, collectively with its subsidiaries, the “Company”) is a financial holding company registered under the Bank Holding Company Act of 1956. The Company’s primary line of business is to provide business and consumer banking services from offices located throughout Texas through PlainsCapital Bank (the “Bank”). In addition, the Company provides an array of financial products and services through its broker-dealer and mortgage origination subsidiaries.

The Company, headquartered in Dallas, Texas, provides its products and services through two primary business units, PlainsCapital Corporation (“PCC”) and Hilltop Securities Holdings LLC (“Securities Holdings”). PCC is a financial holding company, that provides, through its subsidiaries, traditional banking and wealth, investment and treasury management services primarily in Texas and residential mortgage loans throughout the United States. Securities Holdings is a holding company that provides, through its subsidiaries, investment banking and other related financial services, including municipal advisory, sales, trading and underwriting of taxable and tax-exempt fixed income securities, clearing, securities lending, structured finance and retail brokerage services throughout the United States.

Basis of Presentation

The accompanying unaudited consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States (“GAAP”), and in conformity with the rules and regulations of the Securities and Exchange Commission (“SEC”). In the opinion of management, these financial statements contain all adjustments necessary for a fair statement of the results of the interim periods presented. Accordingly, the financial statements do not include all of the information and footnotes required by GAAP for complete financial statements and should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 (“2024 Form 10-K”). Results for interim periods are not necessarily indicative of results to be expected for a full year or any future period.

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Estimates regarding the allowance for credit losses, the fair values of financial instruments, the mortgage loan indemnification liability, and the potential impairment of goodwill and identifiable intangible assets are particularly subject to change. The Company has applied its critical accounting policies and estimation methods consistently in all periods presented in these consolidated financial statements. Actual amounts and values as of the balance sheet dates may be materially different than the amounts and values reported due to the inherent uncertainty in the estimation process. Also, future amounts and values could differ materially from those estimates due to changes in values and circumstances after the balance sheet date.

Hilltop owns 100% of the outstanding stock of PCC. PCC owns 100% of the outstanding stock of the Bank and 100% of the membership interest in Hilltop Opportunity Partners LLC, a merchant bank utilized to facilitate investments in companies engaged in non-financial activities. The Bank owns 100% of the outstanding stock of PrimeLending, a PlainsCapital Company (“PrimeLending”).

Hilltop has a 100% membership interest in Securities Holdings, which operates through its wholly owned subsidiaries, Hilltop Securities Inc. (“Hilltop Securities”), Momentum Independent Network Inc. (“Momentum Independent Network” and collectively with Hilltop Securities, the “Hilltop Broker-Dealers”) and Hilltop Securities Asset Management, LLC. Hilltop Securities is a broker-dealer registered with the SEC and the Financial Industry Regulatory Authority, Inc.

Table of Contents

Hilltop Holdings Inc. and Subsidiaries

Notes to Consolidated Financial Statements (continued)

(Unaudited)

(“FINRA”) and a member of the New York Stock Exchange (“NYSE”). Momentum Independent Network is an introducing broker-dealer that is also registered with the SEC and FINRA. Hilltop Securities and Momentum Independent Network are both registered with the Commodity Futures Trading Commission as non-guaranteed introducing brokers and as members of the National Futures Association. Additionally, Hilltop Securities, Momentum Independent Network and Hilltop Securities Asset Management, LLC are registered investment advisers under the Investment Advisers Act of 1940.

In addition, Hilltop owns 100% of the membership interest in each of HTH Hillcrest Project LLC and Hilltop Investments I, LLC. Hilltop Investments I, LLC owns 50% of the membership interest in HTH Diamond Hillcrest Land LLC (“Hillcrest Land LLC”) which is consolidated under the requirements of the Variable Interest Entities (“VIE”) Subsections of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”). These entities are related to the Hilltop Plaza investment discussed in detail in Note 17 to the consolidated financial statements included in the Company’s 2024 Form 10-K and are collectively referred to as the “Hilltop Plaza Entities.”

The consolidated financial statements include the accounts of the above-named entities. Intercompany transactions and balances have been eliminated. Noncontrolling interests have been recorded for minority ownership in entities that are not wholly owned and are presented in compliance with the provisions of Noncontrolling Interest in Subsidiary Subsections of the ASC.

In preparing these consolidated financial statements, subsequent events were evaluated through the time the financial statements were issued. Financial statements are considered issued when they are widely distributed to all stockholders and other financial statement users, or filed with the SEC.

Significant accounting policies are detailed in Note 1 to the consolidated financial statements included in the Company’s 2024 Form 10-K.

2. Recently Issued Accounting Standards

Accounting Standards Adopted In 2025

In August 2023, the FASB issued Accounting Standard Update (“ASU”) 2023-05 to require joint ventures to initially measure all contributions received and liabilities assumed upon its formation at fair value. The guidance is applicable to joint venture entities with a formation date on or after January 1, 2025. The Company adopted the provisions of the amendments as of January 1, 2025. The adoption of this amendment did not have a material impact on the Company’s consolidated financial statements.

In March 2024, the FASB issued ASU 2024-01 to clarify how an entity should determine whether a profits interest or similar award should be accounted for as a share-based payment arrangement or similar to a cash bonus or profit-sharing arrangement. The amendments are effective in annual periods beginning after December 15, 2024, and interim periods within those annual periods. The Company adopted the provisions of the amendments as of January 1, 2025. The adoption of this amendment did not have a material impact on the Company’s consolidated financial statements.

Accounting Standards Issued But Not Yet Adopted

In October 2023, the FASB issued ASU 2023-06 to clarify or improve disclosure and presentation requirements of a variety of topics, which will allow users to more easily compare entities subject to the SEC's existing disclosures with those entities that were not previously subject to the requirements, and align the requirements in the FASB accounting standard codification with the SEC's regulations. The amendments will be effective on the date the SEC removes related disclosure requirements from Regulation S-X or Regulation S-K. If by June 30, 2027, the SEC has not removed the applicable disclosure requirements, the pending amendments will not become effective. Early adoption is prohibited. The Company does not expect the future adoption of this amendment to have a material impact on its consolidated financial statements since the Company is currently subject to the SEC’s disclosure and presentation requirements under Regulation S-X and Regulation S-K.

Table of Contents

Hilltop Holdings Inc. and Subsidiaries

Notes to Consolidated Financial Statements (continued)

(Unaudited)

In December 2023, the FASB issued ASU 2023-09 to improve disclosures and presentation requirements to the transparency of the income tax disclosures by requiring consistent categories and greater disaggregation of information in the rate reconciliation and income taxes paid disaggregated by jurisdiction. The amendments are effective in annual periods beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the provisions of the amendments, which are not expected to have an impact on its financial condition or results of operations. The Company expects to adopt this guidance in its Annual Report on Form 10-K for the year ending December 31, 2025.

In November 2024, the FASB issued ASU 2024-03, which was further clarified through the issuance of ASU 2025-01 in January 2025, to improve disclosure on an entity’s expenses and provide more detailed information for specific expense categories in the notes to financial statements at interim and annual reporting periods. The amendments are effective in annual periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the provisions of the amendments and the impact on its future consolidated statements.

In May 2025, the FASB issued ASU 2025-03, to improve accounting consistency for the acquisition of a variable interest entity that is a business. The amendments are effective in annual periods beginning after December 15, 2026, and interim periods within those years, with early adoption permitted. The Company is currently evaluating the provisions of the amendments and the impact on its future consolidated statements.

In July 2025, the FASB issued ASU 2025-05, to address complexities in applying current expected credit losses for current accounts receivable and contract assets. The amendments allow entities to make an accounting policy election to apply a practical expedient when estimating expected credit losses for certain assets, which allows entities to assume that economic conditions at the balance sheet date will remain unchanged for the remaining life of those assets. The amendments are effective in annual periods beginning after December 15, 2025, with early adoption permitted. The Company is currently evaluating the provisions of the amendments and the impact on its future consolidated statements.

In September 2025, the FASB issued ASU 2025-06, to modernize current rules associated with the accounting for costs related to internally developed software. The guidance clarifies the threshold to be applied to begin capitalizing costs by eliminating references to project development stages and align with current agile implementation principles. The amendments are effective in annual periods beginning after December 15, 2027, and interim periods within those years, with early adoption permitted. The amendment may be applied on a prospective, retrospective or modified retrospective basis. The Company is currently evaluating the provisions of the amendments and the impact on its future consolidated statements.

3. Fair Value Measurements

Fair Value Measurements and Disclosures

The Company determines fair values in compliance with The Fair Value Measurements and Disclosures Topic of the ASC (the “Fair Value Topic”). The Fair Value Topic defines fair value, establishes a framework for measuring fair value in GAAP and expands disclosures about fair value measurements. The Fair Value Topic defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. The Fair Value Topic assumes that transactions upon which fair value measurements are based occur in the principal market for the asset or liability being measured. Further, fair value measurements made under the Fair Value Topic exclude transaction costs and are not the result of forced transactions.

The Fair Value Topic includes a fair value hierarchy that classifies fair value measurements based upon the inputs used in valuing the assets or liabilities that are the subject of fair value measurements. The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs, as indicated below.

●

Level 1 Inputs: Unadjusted quoted prices in active markets for identical assets or liabilities that the Company can access at the measurement date.

Table of Contents

Hilltop Holdings Inc. and Subsidiaries

Notes to Consolidated Financial Statements (continued)

(Unaudited)

●

Level 2 Inputs: Observable inputs other than Level 1 prices. Level 2 inputs include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (such as interest rates, yield curves, prepayment speeds, default rates, credit risks and loss severities), and inputs that are derived from or corroborated by market data, among others.

●

Level 3 Inputs: Unobservable inputs that reflect an entity’s own estimates about the assumptions that market participants would use in pricing the assets or liabilities. Level 3 inputs include pricing models and discounted cash flow techniques, among others.

Fair Value Option

The Company has elected to measure substantially all of PrimeLending’s mortgage loans held for sale and the retained mortgage servicing rights (“MSR”) asset at fair value, under the provisions of the Fair Value Option Subsections of the ASC (the “Fair Value Option”). The Company elected to apply the provisions of the Fair Value Option to these items so that it would have the opportunity to mitigate volatility in reported earnings caused by measuring related assets and liabilities differently without having to apply complex hedge accounting provisions. At September 30, 2025 and December 31, 2024, the aggregate fair value of PrimeLending’s mortgage loans held for sale accounted for under the Fair Value Option was $791.8 million and $809.8 million, respectively, and the unpaid principal balance of those loans was $774.8 million and $803.0 million, respectively. The interest component of loans held for sale is reported as interest income on loans in the accompanying consolidated statements of operations, while the fair value component for changes related to interest rate movements is reported in net gains from sale of loans and other production income within noninterest income in the accompanying consolidated statements of operations.

The Company holds a number of financial instruments that are measured at fair value on a recurring basis, either by the application of the Fair Value Option or other authoritative pronouncements. The fair values of those instruments are determined primarily using Level 2 inputs, as further described in Note 3 to the consolidated financial statements included in the Company’s 2024 Form 10-K. Those inputs include quotes from mortgage loan investors and derivatives dealers and data from independent pricing services. The fair value of loans held for sale is determined using an exit price method.

The following tables present information regarding financial assets and liabilities measured at fair value on a recurring basis (in thousands).


	Level 1		Level 2		Level 3		Total
September 30, 2025	Inputs		Inputs		Inputs		Fair Value
Trading securities	$	8,723	$	565,711	$	—	$	574,434
Available for sale securities		—		1,410,606		33,006		1,443,612
Equity securities		248		—		—		248
Loans held for sale		—		757,258		34,524		791,782
Derivative assets		—		55,216		—		55,216
MSR asset		—		—		12,273		12,273
Equity investments		—		—		5,884		5,884
Securities sold, not yet purchased		53,866		11,253		—		65,119
Derivative liabilities		—		16,804		—		16,804

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Hilltop Holdings Inc. and Subsidiaries

Notes to Consolidated Financial Statements (continued)

(Unaudited)


	Level 1		Level 2		Level 3			Total
December 31, 2024	Inputs		Inputs		Inputs			Fair Value
Trading securities	$	11,001	$	510,585	$	3,330	$	524,916
Available for sale securities		—		1,366,733		29,816		1,396,549
Equity securities		297		—		—		297
Loans held for sale		—		761,125		48,657		809,782
Derivative assets		—		67,821		—		67,821
MSR asset		—		—		5,723		5,723
Equity investments		—		—		22,015		22,015
Securities sold, not yet purchased		52,637		4,597		—		57,234
Derivative liabilities		—		11,290		—		11,290

The following tables include a rollforward for those material financial instruments measured at fair value using Level 3 inputs (in thousands).


									Total Gains or Losses
									(Realized or Unrealized)
	Balance,						Transfers				Included in Other
	Beginning of		Purchases/		Sales/		to (from)		Included in		Comprehensive		Balance,
	Period		Additions		Reductions		Level 3		Net Income		Income (Loss)		End of Period
Three Months Ended September 30, 2025
Available for sale securities	$	31,919	$	—	$	—	$	—	$	579	$	508	$	33,006
Loans held for sale		45,012		11,254		(21,935)		—		193		—		34,524
MSR asset		7,887		5,087		—		—		(701)		—		12,273
Equity investments		4,447		—		—		—		1,437		—		5,884
Total	$	89,265	$	16,341	$	(21,935)	$	—	$	1,508	$	508	$	85,687

Nine Months Ended September 30, 2025
Trading securities	$	3,330	$	2,970	$	(6,218)	$	—	$	(82)	$	—	$	—
Available for sale securities		29,816		—		—		—		2,245		945		33,006
Loans held for sale		48,657		21,157		(33,529)		—		(1,761)		—		34,524
MSR asset		5,723		8,201		—		—		(1,651)		—		12,273
Equity investments		22,015		—		(26,988)		—		10,857		—		5,884
Total	$	109,541	$	32,328	$	(66,735)	$	—	$	9,608	$	945	$	85,687

Three Months Ended September 30, 2024
Available for sale securities	$	21,145	$	6,250	$	—	$	—	$	691	$	1,000	$	29,086
Loans held for sale		56,168		23,979		(30,740)		—		(1,103)		—		48,304
MSR asset		52,902		3,033		—		—		(10,193)		—		45,742
Equity investments		19,540		1,475		—		—		1,532		—		22,547
Total	$	149,755	$	34,737	$	(30,740)	$	—	$	(9,073)	$	1,000	$	145,679

Nine Months Ended September 30, 2024
Available for sale securities	$	24,418	$	6,250	$	(4,702)	$	—	$	1,942	$	1,178	$	29,086
Loans held for sale		38,036		70,086		(47,925)		—		(11,893)		—		48,304
Loans held for investment		10,858		—		(11,352)		—		494		—		—
Derivative assets		820		—		(2,598)		—		1,778		—		—
MSR asset		96,662		9,122		(45,129)		—		(14,913)		—		45,742
Equity investments		19,540		1,475		—		—		1,532		—		22,547
Total	$	190,334	$	86,933	$	(111,706)	$	—	$	(21,060)	$	1,178	$	145,679

All net realized and unrealized gains (losses) in the tables above are reflected in the accompanying consolidated financial statements. The unrealized gains (losses) relate to financial instruments still held at September 30, 2025.

Table of Contents

Hilltop Holdings Inc. and Subsidiaries

Notes to Consolidated Financial Statements (continued)

(Unaudited)

For material Level 3 financial instruments measured at fair value on a recurring basis at September 30, 2025 and December 31, 2024, the significant unobservable inputs used in the fair value measurements were as follows.


					Range (Weighted-Average)
Financial Instrument	Fair Value		Valuation Technique	Unobservable Inputs	September 30, 2025							December 31, 2024
Trading securities	$	—	Discounted cash flow	Prepayment rate								10	-	12	%	(	11	%)

Available for sale securities		33,006	Discounted cash flow	Discount rate	12.50	-	15.47	%				12.75	-	14.00	%

Loans held for sale		34,524	Market comparable	Projected price	78	-	94	%	(	92	%)	78	-	95	%	(	93	%)

MSR asset		12,273	Discounted cash flow	Constant prepayment rate				10.73		%					10.10		%
				Discount rate				14.92		%					14.89		%

Equity investments		4,190	Market comparable	Market multiple				13.5x							12.5x
			Discounted cash flow	Discount rate				13.50		%
		1,694	Market comparable	Market calibration				10.00		%
			Discounted cash flow	Discount rate				14.50		%
		—	Market comparable	Market multiple								2.0x	-	5.4x

The fair value of certain trading securities were measured using Level 3 inputs. Periodically, and through the second quarter of 2025, the Bank acquired certain government guaranteed loans under Small Business Administration (“SBA”) lending programs which were later securitized into separate securities (“SBA Loans”), including SBA pools and interest only (“IO”) strips. The IO strips were reported at fair value using Level 3 inputs based upon projecting cash flows, which were then discounted to estimate the fair value. Prepayment rates were the most significant unobservable input.

The fair value of certain available for sale securities held by the Company’s merchant bank subsidiary, including those measured at fair value under the provision of the Fair Value Option, are measured using the income approach with Level 3 inputs.

The fair value of certain loans held for investment prior to the sale of such instruments during the second quarter of 2024 by the Company’s merchant bank subsidiary were measured, under the provisions of the Fair Value Option, using the income approach with Level 3 inputs. The fair value of such financial instruments are based upon estimates of expected cash flows using unobservable inputs, including credit spreads derived from comparable securities and benchmark credit curves, and management’s knowledge of underlying collateral.

The fair value of certain loans held for sale that cannot be sold through normal sale channels or are non-performing are measured using Level 3 inputs. The fair value of such loans is generally based upon estimates of expected cash flows using unobservable inputs, including listing prices of comparable assets, uncorroborated expert opinions, and/or management’s knowledge of underlying collateral.

The fair value of certain derivatives held by the Company’s merchant bank subsidiary were measured using Level 3 inputs based upon estimates of expected cash flows using unobservable inputs, including management’s knowledge of underlying collateral prior to the sale of such instruments during the second quarter of 2024.

The MSR asset is reported at fair value, under the provisions of the Fair Value Option, using Level 3 inputs. The MSR asset is valued by projecting net servicing cash flows, which are then discounted to estimate the fair value. The fair value of the MSR asset is impacted by a variety of factors. Prepayment and discount rates, the most significant unobservable inputs, are discussed further in Note 7 to the consolidated financial statements.

The Company has elected to measure certain equity investments held by the Company’s merchant bank subsidiary under the provisions of the Fair Value Option using Level 3 inputs to mitigate volatility in reported earnings changes in fair value and better align with merchant bank investment strategy. Changes in fair value are reported within other noninterest income in the accompanying consolidated statements of operations.

The Company had no transfers between Levels 1 and 2 during the periods presented. Any transfers are based on changes in the observability and/or significance of the valuation inputs and are assumed to occur at the beginning of the quarterly reporting period in which they occur.

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Hilltop Holdings Inc. and Subsidiaries

Notes to Consolidated Financial Statements (continued)

(Unaudited)

The following tables present the changes in fair value of material instruments recognized in the consolidated statements of operations that are accounted for under the Fair Value Option (in thousands).


	Three Months Ended September 30, 2025						Three Months Ended September 30, 2024
	Net		Other		Total		Net		Other		Total
	Gains		Noninterest		Changes in		Gains		Noninterest		Changes in
	(Losses)		Income		Fair Value		(Losses)		Income		Fair Value
Available for sale securities	$	(392)	$	—	$	(392)	$	—	$	—	$	—
Loans held for sale		(2,511)	$	—		(2,511)		(4,666)		—		(4,666)
MSR asset		(701)		—		(701)		(10,193)		—		(10,193)
Equity investments		—		1,437		1,437		—		1,532		1,532


	Nine Months Ended September 30, 2025						Nine Months Ended September 30, 2024
	Net		Other		Total		Net		Other		Total
	Gains		Noninterest		Changes in		Gains		Noninterest		Changes in
	(Losses)		Income		Fair Value		(Losses)		Income		Fair Value
Available for sale securities	$	(392)	$	—	$	(392)	$	—	$	—	$	—
Loans held for sale		10,228		—		10,228		(7,789)		—	$	(7,789)
Loans held for investment		—		—		—		94		—		94
MSR asset		(1,651)		—		(1,651)		(14,913)		—		(14,913)
Equity investments		—		4,409		4,409		—		1,532		1,532

Financial Assets Measured at Fair Value on a Non-Recurring Basis

Real estate acquired through foreclosure (“OREO”) is recorded at the time of each property’s respective acquisition date using management’s estimate of fair value. The Company determines fair value primarily using independent appraisals of OREO properties, less estimated cost to sell. In addition, facts and circumstances may dictate a fair value measurement when there is evidence of impairment. The resulting fair value measurements are classified as Level 2 inputs. At September 30, 2025 and December 31, 2024, the estimated fair value of OREO was $8.3 million and $2.8 million, respectively, and the underlying fair value measurements utilized Level 2 inputs. The amounts are included in other assets within the consolidated balance sheets. During the reported periods, all fair value measurements for OREO subsequent to initial recognition utilized Level 2 inputs. The Company recorded nominal losses during the three and nine months ended September 30, 2025 and nominal gains and a total gain of $0.3 million during the three and nine months ended September 30, 2024, respectively, which represent a change in fair value subsequent to initial recognition of the asset.

Financial Assets and Liabilities Not Measured at Fair Value on Recurring or Non-Recurring Basis

The Fair Value of Financial Instruments Subsection of the ASC requires disclosure of the fair value of financial assets and liabilities, including the financial assets and liabilities previously discussed. There have been no changes to the methods for determining estimated fair value for financial assets and liabilities as described in detail in Note 3 to the consolidated financial statements included in the Company’s 2024 Form 10-K.

Table of Contents

Hilltop Holdings Inc. and Subsidiaries

Notes to Consolidated Financial Statements (continued)

(Unaudited)

The following tables present the carrying values and estimated fair values of financial instruments not measured at fair value on either a recurring or non-recurring basis (in thousands).


			Estimated Fair Value
	Carrying		Level 1		Level 2		Level 3
September 30, 2025	Amount		Inputs		Inputs		Inputs		Total
Financial assets:
Cash and cash equivalents	$	1,277,933	$	1,277,933	$	—	$	—	$	1,277,933
Assets segregated for regulatory purposes		5,050		5,050		—		—		5,050
Securities purchased under agreements to resell		78,909		—		78,909		—		78,909
Held to maturity securities		755,012		—		696,835		—		696,835
Loans held for sale		57,575		—		13,727		43,848		57,575
Loans held for investment, net		8,132,026		—		325,431		7,920,531		8,245,962
Broker-dealer and clearing organization receivables		1,519,005		—		1,519,005		—		1,519,005
Other assets		71,262		—		71,262		—		71,262

Financial liabilities:
Deposits		10,675,471		—		10,669,113		—		10,669,113
Broker-dealer and clearing organization payables		1,445,280		—		1,445,280		—		1,445,280
Short-term borrowings		680,979		—		680,979		—		680,979
Debt		148,530		—		145,763		—		145,763
Other liabilities		9,866		—		9,866		—		9,866


			Estimated Fair Value
	Carrying		Level 1		Level 2		Level 3
December 31, 2024	Amount		Inputs		Inputs		Inputs		Total
Financial assets:
Cash and cash equivalents	$	2,299,627	$	2,299,627	$	—	$	—	$	2,299,627
Assets segregated for regulatory purposes		70,963		70,963		—		—		70,963
Securities purchased under agreements to resell		88,728		—		88,728		—		88,728
Held to maturity securities		737,899		—		649,872		—		649,872
Loans held for sale		48,883		—		1,436		49,435		50,871
Loans held for investment, net		7,849,435		—		363,718		7,572,849		7,936,567
Broker-dealer and clearing organization receivables		1,452,366		—		1,452,366		—		1,452,366
Other assets		69,545		—		69,545		—		69,545

Financial liabilities:
Deposits		11,065,322		—		11,058,234		—		11,058,234
Broker-dealer and clearing organization payables		1,331,902		—		1,331,902		—		1,331,902
Short-term borrowings		834,023		—		834,023		—		834,023
Debt		347,667		—		331,965		—		331,965
Other liabilities		16,779		—		16,779		—		16,779

The Company held equity investments other than securities of $19.7 million and $32.9 million at September 30, 2025 and December 31, 2024, respectively, which are included within other assets in the consolidated balance sheets. Of the $19.7 million of such equity investments held at September 30, 2025, $1.9 million do not have readily determinable fair values and each is measured at cost, less any impairment, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer. The following table presents the adjustments to the carrying value of these investments during the periods presented (in thousands).


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Balance, beginning of period	$	1,914	$	6,549	$	1,979	$	6,608
Impairments and downward adjustments		—		(1,433)		(65)		(1,492)
Dispositions		—		(2,324)		—		(2,324)
Balance, end of period	$	1,914	$	2,792	$	1,914	$	2,792

Table of Contents

Hilltop Holdings Inc. and Subsidiaries

Notes to Consolidated Financial Statements (continued)

(Unaudited)

Merchant Bank Transaction

In January 2025, the Company’s merchant bank subsidiary entered into a definitive agreement to sell all of the capital stock of Moser Acquisition, Inc. to Atlas Energy Solutions Inc. (“Atlas”) for consideration including cash and Atlas common stock. On February 24, 2025, the noted transaction to sell the operations associated with the Company’s approximate 30% aggregate interest in Moser Holdings, LLC, which owns Moser Acquisition, Inc., was consummated. The Company’s aggregate interest in Moser Holdings, LLC included equity investments that were included, and will continue to be included, within other assets in the consolidated balance sheets until liquidation of Moser Holdings, LLC. A preliminary pre-tax gain of $30.5 million ($23.6 million net of tax) was recorded during the first quarter of 2025 based on the Company’s aggregate interest in Moser Holdings, LLC as a component of other noninterest income within the consolidated statements of operations. During the second quarter of 2025, the Company recorded additional net downward adjustments associated with its aggregate interest in Moser Holdings, LLC and the liquidation of a portion of the Atlas common stock of $3.4 million that resulted in an aggregate preliminary pre-tax gain during 2025 of $27.1 million ($21.0 million net of tax). During the third quarter of 2025, the Company recorded a net upward adjustment to the preliminary pre-tax gain associated with its aggregate interest in Moser Holdings, LLC and further liquidation of Atlas common stock of $1.1 million that resulted in an updated aggregate preliminary pre-tax gain during 2025 of $28.1 million ($21.8 million net of tax). The preliminary gain is subject to change given customary post-closing adjustments and liquidation of Moser Holdings, LLC.

4. Securities

The fair value of trading securities is summarized as follows (in thousands).


	September 30,		December 31,
	2025		2024
U.S. Treasury securities	$	23	$	2,553
U.S. government agencies:
Bonds		12,870		9,984
Residential mortgage-backed securities		93,518		35,440
Collateralized mortgage obligations		77,652		125,515
Other		22,920		19,877
Corporate debt securities		54,821		60,594
States and political subdivisions		282,762		244,076
Private-label securitized product		5,046		16,208
Other		24,822		10,669
Totals	$	574,434	$	524,916

In addition to the securities shown above, the Hilltop Broker-Dealers enter into transactions that represent commitments to purchase and deliver securities at prevailing future market prices to facilitate customer transactions and satisfy such commitments. Accordingly, the Hilltop Broker-Dealers’ ultimate obligations may exceed the amount recognized in the financial statements. These securities, which are carried at fair value and reported as securities sold, not yet purchased in the consolidated balance sheets, had a value of $65.1 million and $57.2 million at September 30, 2025 and December 31, 2024, respectively.

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Hilltop Holdings Inc. and Subsidiaries

Notes to Consolidated Financial Statements (continued)

(Unaudited)

The amortized cost and fair value of available for sale and held to maturity securities are summarized as follows (in thousands).


	Available for Sale
	Amortized		Unrealized		Unrealized
September 30, 2025	Cost		Gains		Losses		Fair Value
U.S. Treasury securities	$	4,996	$	—	$	(96)	$	4,900
U.S. government agencies:
Bonds		75,583		141		(472)		75,252
Residential mortgage-backed securities		421,530		1,320		(24,932)		397,918
Commercial mortgage-backed securities		241,000		639		(5,307)		236,332
Collateralized mortgage obligations		705,256		632		(40,812)		665,076
Corporate debt securities ⁽¹⁾		32,776		1,010		(780)		33,006
States and political subdivisions		33,684		39		(2,595)		31,128
Totals	$	1,514,825	$	3,781	$	(74,994)	$	1,443,612

(1)

A single corporate debt security associated with a merchant bank investment is required to be accounted for under the provisions of the Fair Value Option. As a result, unrealized losses include a fair value adjustment of $0.4 million that is reported as a component of other noninterest income within the consolidated statements of operations for each of the three and nine months ended September 30, 2025. All other unrealized gains and losses are included as a component of accumulated other comprehensive income or loss on the Company’s consolidated balance sheets.


	Available for Sale
	Amortized		Unrealized		Unrealized
December 31, 2024	Cost		Gains		Losses		Fair Value
U.S. Treasury securities	$	4,991	$	—	$	(229)	$	4,762
U.S. government agencies:
Bonds		112,293		214		(639)		111,868
Residential mortgage-backed securities		379,651		35		(38,500)		341,186
Commercial mortgage-backed securities		226,326		161		(6,160)		220,327
Collateralized mortgage obligations		710,663		328		(53,391)		657,600
Corporate debt securities		30,139		215		(538)		29,816
States and political subdivisions		34,352		10		(3,372)		30,990
Totals	$	1,498,415	$	963	$	(102,829)	$	1,396,549


	Held to Maturity
	Amortized		Unrealized		Unrealized
September 30, 2025	Cost		Gains		Losses		Fair Value
U.S. government agencies:
Residential mortgage-backed securities	$	273,405	$	418	$	(20,790)	$	253,033
Commercial mortgage-backed securities		130,897		322		(6,591)		124,628
Collateralized mortgage obligations		272,574		240		(26,714)		246,100
States and political subdivisions		78,136		66		(5,128)		73,074
Totals	$	755,012	$	1,046	$	(59,223)	$	696,835


	Held to Maturity
	Amortized		Unrealized		Unrealized
December 31, 2024	Cost		Gains		Losses		Fair Value
U.S. government agencies:
Residential mortgage-backed securities	$	255,880	$	—	$	(31,621)	$	224,259
Commercial mortgage-backed securities		147,696		—		(10,688)		137,008
Collateralized mortgage obligations		257,230		—		(38,269)		218,961
States and political subdivisions		77,093		32		(7,481)		69,644
Totals	$	737,899	$	32	$	(88,059)	$	649,872

Table of Contents

Hilltop Holdings Inc. and Subsidiaries

Notes to Consolidated Financial Statements (continued)

(Unaudited)

Additionally, the Company had unrealized net gains of $0.2 million and $0.2 million at September 30, 2025 and December 31, 2024, respectively, from equity securities with fair values of $0.2 million and $0.3 million held at September 30, 2025 and December 31, 2024, respectively. The Company recognized nominal net gains during the three months ended September 30, 2025 and 2024 and recognized net losses of $0.4 million and nominal net losses during the nine months ended September 30, 2025 and 2024, respectively, due to changes in the fair value of equity securities still held at the balance sheet date. During the three and nine months ended September 30, 2025, the Company recorded gains of $0.1 million and losses of $0.4 million, respectively, on sales of equity securities, while during the three and nine months ended September 30, 2024, net gains recognized from equity securities sold were nominal.

Information regarding available for sale and held to maturity securities that were in an unrealized loss position is shown in the following tables (dollars in thousands).


	September 30, 2025					December 31, 2024
	Number of			Unrealized		Number of			Unrealized
	Securities	Fair Value		Losses		Securities	Fair Value		Losses
Available for Sale
U.S. treasury securities:
Unrealized loss for less than twelve months	—	$	—	$	—	—	$	—	$	—
Unrealized loss for twelve months or longer	1		4,900		96	1		4,762		229
	1		4,900		96	1		4,762		229
U.S. government agencies:
Bonds:
Unrealized loss for less than twelve months	4		18,433		10	5		32,699		54
Unrealized loss for twelve months or longer	13		44,393		462	14		63,719		585
	17		62,826		472	19		96,418		639
Residential mortgage-backed securities:
Unrealized loss for less than twelve months	2		11,754		118	20		56,122		1,384
Unrealized loss for twelve months or longer	120		264,732		24,814	107		283,691		37,116
	122		276,486		24,932	127		339,813		38,500
Commercial mortgage-backed securities:
Unrealized loss for less than twelve months	2		15,009		28	3		34,539		70
Unrealized loss for twelve months or longer	18		189,923		5,279	20		197,203		6,090
	20		204,932		5,307	23		231,742		6,160
Collateralized mortgage obligations:
Unrealized loss for less than twelve months	2		14,445		36	2		9,944		146
Unrealized loss for twelve months or longer	129		565,763		40,776	132		629,089		53,245
	131		580,208		40,812	134		639,033		53,391
Corporate debt securities ⁽¹⁾:
Unrealized loss for less than twelve months	1		6,486		392	1		9,271		538
Unrealized loss for twelve months or longer	1		9,234		388	—		—		—
	2		15,720		780	1		9,271		538
States and political subdivisions:
Unrealized loss for less than twelve months	—		—		—	4		1,919		9
Unrealized loss for twelve months or longer	41		22,884		2,595	52		24,916		3,363
	41		22,884		2,595	56		26,835		3,372
Total available for sale:
Unrealized loss for less than twelve months	11		66,127		584	35		144,494		2,201
Unrealized loss for twelve months or longer	323		1,101,829		74,410	326		1,203,380		100,628
	334	$	1,167,956	$	74,994	361	$	1,347,874	$	102,829

(1)

A single corporate debt security associated with a merchant bank investment is required to be accounted for under the provisions of the Fair Value Option. As a result, unrealized losses includes a fair value adjustment of $0.4 million that is reported as a component of other noninterest income within the consolidated statements of operations for each of the three and nine months ended September 30, 2025. All other unrealized losses are included as a component of accumulated other comprehensive income or loss on the Company’s consolidated balance sheets.

Table of Contents

Hilltop Holdings Inc. and Subsidiaries

Notes to Consolidated Financial Statements (continued)

(Unaudited)


	September 30, 2025					December 31, 2024
	Number of			Unrealized		Number of			Unrealized
	Securities	Fair Value		Losses		Securities	Fair Value		Losses
Held to Maturity
U.S. government agencies:
Residential mortgage-backed securities:
Unrealized loss for less than twelve months	1	$	11,620	$	79	—	$	—	$	—
Unrealized loss for twelve months or longer	45		217,712		20,711	45		224,258		31,621
	46		229,332		20,790	45		224,258		31,621
Commercial mortgage-backed securities:
Unrealized loss for less than twelve months	—		—		—	—		—		—
Unrealized loss for twelve months or longer	21		109,985		6,591	26		137,009		10,688
	21		109,985		6,591	26		137,009		10,688
Collateralized mortgage obligations:
Unrealized loss for less than twelve months	—		—		—	—		—		—
Unrealized loss for twelve months or longer	51		211,565		26,714	53		218,961		38,269
	51		211,565		26,714	53		218,961		38,269
States and political subdivisions:
Unrealized loss for less than twelve months	—		—		—	8		4,305		24
Unrealized loss for twelve months or longer	168		63,948		5,128	169		62,113		7,457
	168		63,948		5,128	177		66,418		7,481
Total held to maturity:
Unrealized loss for less than twelve months	1		11,620		79	8		4,305		24
Unrealized loss for twelve months or longer	285		603,210		59,144	293		642,341		88,035
	286	$	614,830	$	59,223	301	$	646,646	$	88,059

Expected maturities may differ from contractual maturities because certain borrowers may have the right to call or prepay obligations with or without penalties. The amortized cost and fair value of securities, excluding trading and equity securities, at September 30, 2025 are shown by contractual maturity below (in thousands).


	Available for Sale				Held to Maturity
	Amortized				Amortized
	Cost		Fair Value		Cost		Fair Value
Due in one year or less	$	21,708	$	21,696	$	—	$	—
Due after one year through five years		52,526		52,720		7,419		7,190
Due after five years through ten years		38,843		37,509		56,825		53,402
Due after ten years		33,962		32,361		13,892		12,482
		147,039		144,286		78,136		73,074

Residential mortgage-backed securities		421,530		397,918		273,405		253,033
Commercial mortgage-backed securities		241,000		236,332		130,897		124,628
Collateralized mortgage obligations		705,256		665,076		272,574		246,100
	$	1,514,825	$	1,443,612	$	755,012	$	696,835

The Company recognized net gains of $17.8 million and $7.4 million from its trading portfolio during the three months ended September 30, 2025 and 2024, respectively, and net gains of $32.5 million and $27.4 million during the nine months ended September 30, 2025 and 2024, respectively. In addition, the Hilltop Broker-Dealers realized net gains from structured product trading activities of $15.2 million and $14.6 million during the three months ended September 30, 2025 and 2024, respectively, and net gains from structured product trading activities of $37.6 million and $55.4 million during the nine months ended September 30, 2025 and 2024, respectively. The Company had no other realized gains and losses on securities during the three and nine months ended September 30, 2025 and 2024, respectively. All such realized gains and losses are recorded as a component of other noninterest income within the consolidated statements of operations.

Securities with a carrying amount of $867.7 million and $563.9 million (with a fair value of $815.2 million and $520.0 million, respectively) at September 30, 2025 and December 31, 2024, respectively, were pledged by the Bank to secure public and trust deposits, federal funds purchased and securities sold under agreements to repurchase, and for other purposes as required or permitted by law. Substantially all of these pledged securities were included in the available for sale and held to maturity securities portfolios at September 30, 2025 and December 31, 2024.

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Hilltop Holdings Inc. and Subsidiaries

Notes to Consolidated Financial Statements (continued)

(Unaudited)

Mortgage-backed securities and collateralized mortgage obligations consist primarily of Government National Mortgage Association (“GNMA”), Federal National Mortgage Association (“FNMA”) and Federal Home Loan Mortgage Corporation (“FHLMC”) pass-through and participation certificates. GNMA securities are guaranteed by the full faith and credit of the United States, while FNMA and FHLMC securities are fully guaranteed by those respective United States government-sponsored agencies, and conditionally guaranteed by the full faith and credit of the United States.

5. Loans Held for Investment

The Bank originates loans to customers primarily in Texas. Although the Bank has diversified loan and leasing portfolios and, generally, holds collateral against amounts advanced to customers, its debtors’ ability to honor their contracts is substantially dependent upon the general economic conditions of the region and of the industries in which its debtors operate, which consist primarily of real estate (including construction and land development), wholesale/retail trade, agribusiness and energy. The Hilltop Broker-Dealers make loans to customers and correspondents through transactions originated by both employees and independent retail representatives throughout the United States. The Hilltop Broker-Dealers control risk by requiring customers to maintain collateral in compliance with various regulatory and internal guidelines, which may vary based upon market conditions. Securities owned by customers and held as collateral for loans are not included in the consolidated financial statements.

Loans held for investment summarized by portfolio segment are as follows (in thousands).


	September 30,		December 31,
	2025		2024
Commercial real estate:
Non-owner occupied	$	2,066,189	$	1,921,691
Owner occupied		1,527,261		1,435,945
Commercial and industrial		1,483,892		1,541,940
Construction and land development		917,418		866,245
1-4 family residential		1,876,517		1,792,602
Consumer		30,486		28,410
Broker-dealer ⁽¹⁾		325,431		363,718
		8,227,194		7,950,551
Allowance for credit losses		(95,168)		(101,116)
Total loans held for investment, net of allowance	$	8,132,026	$	7,849,435

(1)

Primarily represents margin loans to customers and correspondents associated with broker-dealer segment operations.

Past Due Loans and Nonaccrual Loans

An analysis of the aging of the Company’s loan portfolio is shown in the following tables (in thousands).


													Accruing Loans
	Loans Past Due						Total Past		Current		Total		Past Due
September 30, 2025	30-59 Days		60-89 Days		90 Days or More		Due Loans		Loans		Loans		90 Days or More
Commercial real estate:
Non-owner occupied	$	25,353	$	3,167	$	5	$	28,525	$	2,037,664	$	2,066,189	$	—
Owner occupied		5,151		4,080		5,050		14,281		1,512,980		1,527,261		36
Commercial and industrial		8,919		930		20,167		30,016		1,453,876		1,483,892		—
Construction and land development		7,568		308		521		8,397		909,021		917,418		—
1-4 family residential		3,239		2,169		4,643		10,051		1,866,466		1,876,517		—
Consumer		42		90		—		132		30,354		30,486		—
Broker-dealer		—		—		—		—		325,431		325,431		—
	$	50,272	$	10,744	$	30,386	$	91,402	$	8,135,792	$	8,227,194	$	36

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Hilltop Holdings Inc. and Subsidiaries

Notes to Consolidated Financial Statements (continued)

(Unaudited)


													Accruing Loans
	Loans Past Due						Total Past		Current		Total		Past Due
December 31, 2024	30-59 Days		60-89 Days		90 Days or More		Due Loans		Loans		Loans		90 Days or More
Commercial real estate:
Non-owner occupied	$	1,095	$	361	$	5,012	$	6,468	$	1,915,223	$	1,921,691	$	—
Owner occupied		3,549		124		3,869		7,542		1,428,403		1,435,945		—
Commercial and industrial		2,488		7,179		23,101		32,768		1,509,172		1,541,940		43
Construction and land development		3,329		—		2,484		5,813		860,432		866,245		—
1-4 family residential		8,404		1,387		3,892		13,683		1,778,919		1,792,602		—
Consumer		174		1		—		175		28,235		28,410		—
Broker-dealer		—		—		—		—		363,718		363,718		—
	$	19,039	$	9,052	$	38,358	$	66,449	$	7,884,102	$	7,950,551	$	43

In addition to the loans shown in the tables above, PrimeLending had $28.4 million and $22.0 million of loans included in loans held for sale (with an aggregate unpaid principal balance of $28.9 million and $22.9 million, at September 30, 2025 and December 31, 2024, respectively) that were 90 days past due and accruing interest at September 30, 2025 and December 31, 2024, respectively. These loans are guaranteed by U.S. government agencies and include loans that are subject to repurchase, or have been repurchased, by PrimeLending.

The following table provides details associated with non-accrual loans, excluding those classified as held for sale (in thousands).


	Non-accrual Loans
	September 30, 2025						December 31, 2024						Interest Income Recognized
	With		With No				With		With No				Three Months Ended September 30,				Nine Months Ended September 30,
	Allowance		Allowance		Total		Allowance		Allowance		Total		2025		2024		2025		2024
Commercial real estate:
Non-owner occupied	$	346	$	3,623	$	3,969	$	396	$	6,770	$	7,166	$	29	$	155	$	93	$	1,666
Owner occupied		4,832		2,287		7,119		4,434		1,658		6,092		6		82		6		845
Commercial and industrial		36,060		5,397		41,457		29,914		29,111		59,025		68		1,056		263		1,619
Construction and land development		253		754		1,007		475		2,330		2,805		157		(13)		215		49
1-4 family residential		345		11,637		11,982		1,526		7,804		9,330		493		256		927		1,328
Consumer		—		—		—		—		—		—		—		—		—		—
Broker-dealer		—		—		—		—		—		—		—		—		—		—
	$	41,836	$	23,698	$	65,534	$	36,745	$	47,673	$	84,418	$	753	$	1,536	$	1,504	$	5,507

At September 30, 2025 and December 31, 2024, $2.7 million and $3.7 million, respectively, of real estate loans secured by residential properties and classified as held for sale were in non-accrual status.

As shown in the table above, loans accounted for on a non-accrual basis decreased from December 31, 2024 to September 30, 2025 by $18.9 million. The change in non-accrual loans was primarily due to decreases in commercial and industrial loans of $17.6 million and commercial real estate non-owner occupied loans of $3.2 million, partially offset by an increase in 1-4 family residential loans of $2.7 million. The decrease in commercial and industrial loans in non-accrual status since December 31, 2024 was primarily due to principal paydowns and the reclassification of a single non-accrual loan from commercial and industrial loans to commercial real estate non-owner occupied loans. The decrease in commercial real estate non-owner occupied loans in non-accrual status since December 31, 2024 was primarily due to the foreclosure of two properties within the office and multifamily industry subsector and principal paydowns, partially offset by the addition of loans with an aggregate loan balance of $2.0 million. The increase in 1-4 family residential loans in non-accrual status since December 31, 2024 was primarily due to the addition of loans with an aggregate loan balance of $4.0 million, partially offset by principal paydowns.

For non-accrual loans that are considered to be collateral-dependent, the Company has implemented the practical expedient to measure the allowance using the fair value of the collateral. For non-accrual loans that are not collateral dependent, the Company measures the allowance based on discounted expected cash flows.

Table of Contents

Hilltop Holdings Inc. and Subsidiaries

Notes to Consolidated Financial Statements (continued)

(Unaudited)

Loan Modifications

Loan modifications are typically structured to create affordable payments for the debtor and can be achieved in a variety of ways. The Bank modifies loans by reducing interest rates and/or lengthening loan amortization schedules.

The following table presents the amortized cost basis of the loans held for investment modified for borrowers experiencing financial difficulty grouped by portfolio segment and type of modification granted during the periods presented (in thousands).


											Total
									Combination		Modifications as a
	Interest Rate		Term		Principal		Payment		Term Extension and		% of Portfolio
Three Months Ended September 30, 2025	Reduction		Extension		Forgiveness		Delay		Rate Reduction		Segment
Commercial real estate:
Non-owner occupied	$	—	$	8,961	$	—	$	—	$	—	0.4	%
Owner occupied		—		1,392		—		—		—	0.1	%
Commercial and industrial		—		8,661		—		—		—	0.6	%
Construction and land development		—		10,004		—		—		—	1.1	%
1-4 family residential		—		4,331		—		—		—	0.2	%
Consumer		—		—		—		—		—	—	%
Broker-dealer		—		—		—		—		—	—	%
Total	$	—	$	33,349	$	—	$	—	$	—	0.4	%


											Total
									Combination		Modifications as a
	Interest Rate		Term		Principal		Payment		Term Extension and		% of Portfolio
Nine Months Ended September 30, 2025	Reduction		Extension		Forgiveness		Delay		Rate Reduction		Segment
Commercial real estate:
Non-owner occupied	$	—	$	8,961	$	—	$	—	$	—	0.4	%
Owner occupied		—		4,523		—		—		—	0.3	%
Commercial and industrial		—		11,743		—		—		410	0.8	%
Construction and land development		—		10,004		—		—		—	1.1	%
1-4 family residential		—		5,147		—		—		—	0.3	%
Consumer		—		—		—		—		—	—	%
Broker-dealer		—		—		—		—		—	—	%
Total	$	—	$	40,378	$	—	$	—	$	410	0.5	%


											Total
									Combination		Modifications as a
	Interest Rate		Term		Principal		Payment		Term Extension and		% of Portfolio
Three Months Ended September 30, 2024	Reduction		Extension		Forgiveness		Delay		Rate Reduction		Segment
Commercial real estate:
Non-owner occupied	$	—	$	1,448	$	—	$	—	$	—	0.1	%
Owner occupied		—		332		—		—		—	0.0	%
Commercial and industrial		—		34,030		—		—		—	2.0	%
Construction and land development		—		—		—		—		—	—	%
1-4 family residential		—		142		—		—		—	0.0	%
Consumer		—		—		—		—		—	—	%
Broker-dealer		—		—		—		—		—	—	%
Total	$	—	$	35,952	$	—	$	—	$	—	0.5	%


											Total
									Combination		Modifications as a
	Interest Rate		Term		Principal		Payment		Term Extension and		% of Portfolio
Nine Months Ended September 30, 2024	Reduction		Extension		Forgiveness		Delay		Rate Reduction		Segment
Commercial real estate:
Non-owner occupied	$	—	$	1,448	$	—	$	—	$	—	0.1	%
Owner occupied		—		500		—		—		—	—	%
Commercial and industrial		—		43,819		—		—		469	2.7	%
Construction and land development		—		—		—		—		—	—	%
1-4 family residential		—		170		—		—		—	0.0	%
Consumer		—		—		—		—		—	—	%
Broker-dealer		—		—		—		—		—	—	%
Total	$	—	$	45,937	$	—	$	—	$	469	0.6	%

Table of Contents

Hilltop Holdings Inc. and Subsidiaries

Notes to Consolidated Financial Statements (continued)

(Unaudited)

For those loans held for investment modified for borrowers experiencing financial difficulty during the last twelve months, the following table provides aging and non-accrual details grouped by portfolio segment (in thousands).


	Modified Loans Past Due						Total Modified		Modified
September 30, 2025	30-59 Days		60-89 Days		90 Days or More		Past Due Loans		Non-accrual Loans
Commercial real estate:
Non-owner occupied	$	—	$	323	$	—	$	323	$	323
Owner occupied		—		5		36		41		41
Commercial and industrial		2,616		—		—		2,616		17,831
Construction and land development		—		—		—		—		—
1-4 family residential		—		—		—		—		728
Consumer		—		—		—		—		—
Broker-dealer		—		—		—		—		—
Total	$	2,616	$	328	$	36	$	2,980	$	18,923


	Modified Loans Past Due						Total Modified		Modified
December 31, 2024	30-59 Days		60-89 Days		90 Days or More		Past Due Loans		Non-accrual Loans
Commercial real estate:
Non-owner occupied	$	—	$	361	$	—	$	361	$	361
Owner occupied		86		—		8		94		94
Commercial and industrial		752		—		—		752		31,686
Construction and land development		—		—		—		—		—
1-4 family residential		—		—		—		—		26
Consumer		—		—		—		—		—
Broker-dealer		—		—		—		—		—
Total	$	838	$	361	$	8	$	1,207	$	32,167

The above tables that present aging and non-accrual details exclude $2.2 million and $1.7 million of commercial and industrial loans that were modified and subsequently charged-off during the nine months ended September 30, 2025 and the year ended December 31, 2024, respectively.

The following tables present the financial effects of the loans held for investment modified for borrowers experiencing financial difficulty during the periods presented (in thousands).


	Three Months Ended September 30, 2025			Three Months Ended September 30, 2024
	Weighted-Average		Weighted-Average	Weighted-Average		Weighted-Average
	Interest Rate		Term Extension	Interest Rate		Term Extension
	Reduction		(in months)	Reduction		(in months)
Commercial real estate:
Non-owner occupied	—	%	34	—	%	15
Owner occupied	—	%	23	—	%	18
Commercial and industrial	—	%	14	—	%	27
Construction and land development	—	%	22	—	%	—
1-4 family residential	—	%	12	—	%	60
Consumer	—	%	—	—	%	—
Broker-dealer	—	%	—	—	%	—
Total	—	%	22	—	%	27


	Nine Months Ended September 30, 2025			Nine Months Ended September 30, 2024
	Weighted-Average		Weighted-Average	Weighted-Average		Weighted-Average
	Interest Rate		Term Extension	Interest Rate		Term Extension
	Reduction		(in months)	Reduction		(in months)
Commercial real estate:
Non-owner occupied	—	%	34	—	%	15
Owner occupied	—	%	13	—	%	20
Commercial and industrial	1.3	%	5	0.5	%	24
Construction and land development	—	%	22	—	%	—
1-4 family residential	—	%	12	—	%	56
Consumer	—	%	—	—	%	—
Broker-dealer	—	%	—	—	%	—
Total	—	%	17	0.5	%	24

Table of Contents

Hilltop Holdings Inc. and Subsidiaries

Notes to Consolidated Financial Statements (continued)

(Unaudited)

Credit Risk Profile

Management tracks credit quality trends on a quarterly basis related to: (i) past due levels, (ii) non-performing asset levels, (iii) classified loan levels, and (iv) general economic conditions in state and local markets. The Company defines classified loans as loans with a risk rating of substandard, doubtful or loss. There have been no changes to the risk rating internal grades utilized for commercial loans as described in detail in Note 5 to the consolidated financial statements in the Company’s 2024 Form 10-K.

The following table presents loans held for investment grouped by asset class and credit quality indicator, segregated by year of origination or renewal (in thousands).


	Amortized Cost Basis by Origination Year														Loans
												2020 and			Converted to
September 30, 2025	2025		2024		2023		2022		2021			Prior	Revolving		Term Loans		Total
Commercial real estate: non-owner occupied
Internal Grade 1-3 (Pass low risk)	$	36,255	$	38,842	$	2,340	$	13,427	$	82,821	$	9,824	$	941	$	—	$	184,450
Internal Grade 4-7 (Pass normal risk)		269,644		238,871		98,051		230,338		207,971		87,813		8,034		10,984		1,151,706
Internal Grade 8-11 (Pass high risk and watch)		137,569		81,053		151,883		146,636		70,750		80,540		11,300		15,422		695,153
Internal Grade 12 (Special mention)		—		—		—		—		—		—		—		—		—
Internal Grade 13 (Substandard accrual)		19,924		174		4,071		3,474		—		3,268		—		—		30,911
Internal Grade 14 (Substandard non-accrual)		683		323		4		1,248		1,346		365		—		—		3,969
Current period gross charge-offs		—		918		—		—		—		—		—		—		918

Commercial real estate: owner occupied
Internal Grade 1-3 (Pass low risk)	$	31,630	$	24,418	$	6,874	$	6,903	$	20,850	$	34,500	$	6,484	$	11,099	$	142,758
Internal Grade 4-7 (Pass normal risk)		153,892		103,003		116,059		95,348		179,609		191,284		19,269		8,910		867,374
Internal Grade 8-11 (Pass high risk and watch)		109,155		59,515		36,369		105,662		42,001		93,884		15,027		500		462,113
Internal Grade 12 (Special mention)		—		—		—		—		—		—		—		—		—
Internal Grade 13 (Substandard accrual)		2,294		12,520		5,373		7,705		8,374		11,631		—		—		47,897
Internal Grade 14 (Substandard non-accrual)		1,173		417		—		—		1,422		4,107		—		—		7,119
Current period gross charge-offs		—		—		—		—		—		—		—		—		—

Commercial and industrial
Internal Grade 1-3 (Pass low risk)	$	24,827	$	39,114	$	5,211	$	6,347	$	2,001	$	3,120	$	18,328	$	—	$	98,948
Internal Grade 4-7 (Pass normal risk)		80,024		49,824		13,631		49,434		53,814		24,390		226,989		9,033		507,139
Internal Grade 8-11 (Pass high risk and watch)		108,572		87,823		39,784		27,629		24,684		14,936		229,909		3,859		537,196
Internal Grade 12 (Special mention)		—		—		—		—		—		—		—		—		—
Internal Grade 13 (Substandard accrual)		779		4,449		168		1,363		2,789		1,200		3,912		3,760		18,420
Internal Grade 14 (Substandard non-accrual)		2,431		7,942		7,031		5,025		1,081		124		—		17,823		41,457
Current period gross charge-offs		73		207		156		—		—		14		2,493		1,664		4,607

Construction and land development
Internal Grade 1-3 (Pass low risk)	$	4,646	$	4,386	$	—	$	—	$	804	$	—	$	—	$	—	$	9,836
Internal Grade 4-7 (Pass normal risk)		218,763		128,524		121,467		15,547		6,555		4,590		8,973		90		504,509
Internal Grade 8-11 (Pass high risk and watch)		214,452		107,664		24,999		22,784		5,013		3,036		2,941		—		380,889
Internal Grade 12 (Special mention)		—		—		—		—		—		—		—		—		—
Internal Grade 13 (Substandard accrual)		7,073		264		232		—		—		—		—		—		7,569
Internal Grade 14 (Substandard non-accrual)		—		403		277		230		—		(3)		100		—		1,007
Current period gross charge-offs		—		184		90		—		—		—		—		—		274

Construction and land development - individuals
FICO less than 620	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—
FICO between 620 and 720		1,260		—		—		—		—		775		—		—		2,035
FICO greater than 720		5,674		5,566		—		—		116		—		—		—		11,356
Substandard non-accrual		—		—		—		—		—		—		—		—		—
Other ⁽¹⁾		217		—		—		—		—		—		—		—		217
Current period gross charge-offs		—		—		—		—		—		—		—		—		—

1-4 family residential
FICO less than 620	$	2,945	$	456	$	603	$	1,113	$	408	$	16,820	$	140	$	—	$	22,485
FICO between 620 and 720		70,809		29,331		13,001		11,985		11,574		28,638		1,602		1,032		167,972
FICO greater than 720		165,297		142,820		99,324		437,923		618,389		122,644		2,661		411		1,589,469
Substandard non-accrual		705		2,119		274		396		1,092		7,396		—		—		11,982
Other ⁽¹⁾		34,563		27,028		10,887		4,834		—		3,975		3,152		170		84,609
Current period gross charge-offs		—		—		—		—		—		1		—		—		1

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Hilltop Holdings Inc. and Subsidiaries

Notes to Consolidated Financial Statements (continued)

(Unaudited)

	Amortized Cost Basis by Origination Year														Loans
												2020 and			Converted to
September 30, 2025	2025		2024		2023		2022		2021			Prior	Revolving		Term Loans		Total
Consumer
FICO less than 620	$	706	$	148	$	79	$	58	$	10	$	6	$	344	$	4	$	1,355
FICO between 620 and 720		2,554		1,071		633		453		44		41		2,122		8		6,926
FICO greater than 720		5,643		2,018		941		961		252		17		3,120		7		12,959
Substandard non-accrual		—		—		—		—		—		—		—		—		—
Other ⁽¹⁾		6,081		2,426		193		138		23		6		379		—		9,246
Current period gross charge-offs		111		50		4		34		—		2		5		18		224

Total loans with credit quality measures	$	1,720,240	$	1,202,512	$	759,759	$	1,196,961	$	1,343,793	$	748,927	$	565,727	$	83,112	$	7,621,031
Commercial and industrial (mortgage warehouse lending)																	$	280,732
Broker-dealer (margin loans and correspondent receivables)																	$	325,431
Total loans held for investment																	$	8,227,194

(1) Loans classified in this category were assigned a FICO score for credit modeling purposes.

6. Allowance for Credit Losses

Available for Sale Securities and Held to Maturity Securities

The Company has evaluated available for sale debt securities that are in an unrealized loss position and has determined that any decline in value is unrelated to credit loss and related to changes in market interest rates since purchase. None of the available for sale debt securities held were past due at September 30, 2025. In addition, as of September 30, 2025, the Company had not made a decision to sell any of its debt securities held, nor did the Company consider it more likely than not that it would be required to sell such securities before recovery of their amortized cost basis. The Company does not expect to have credit losses associated with the debt securities, and no allowance was recognized on the debt securities portfolio.

Loans Held for Investment

The allowance for credit losses for loans held for investment represents management’s best estimate of all expected credit losses over the expected contractual life of the Company’s existing portfolio. Management’s methodology for determining the allowance for credit losses uses the current expected credit losses (“CECL”) standard. Management considers the level of allowance for credit losses to be a reasonable and supportable estimate of expected credit losses inherent within the loans held for investment portfolio as of September 30, 2025. While the Company believes it has an appropriate allowance for the existing loan portfolio at September 30, 2025, additional provision for losses on existing loans may be necessary in the future. Future changes in the allowance for credit losses are expected to be volatile given dependence upon, among other things, the portfolio composition and quality, as well as changes in macroeconomic forecasts and loan cash flow assumptions. In addition to the allowance for credit losses, the Company maintains a separate allowance for credit losses related to off-balance sheet credit exposures, including unfunded loan commitments, and this amount is included in other liabilities within the consolidated balance sheets. For further information on the policies that govern the estimation of the allowances for credit losses levels, see Note 1 to the consolidated financial statements in the Company’s 2024 Form 10-K.

One of the most significant judgments involved in estimating the Company’s allowance for credit losses relates to the macroeconomic forecasts used to estimate credit losses over the reasonable and supportable forecast period. To determine the Company’s best estimate of expected credit losses as of September 30, 2025, the Company utilized a single macroeconomic scenario, the baseline forecast, published by Moody’s Analytics in September 2025 that was updated to reflect the U.S. economic outlook. During our previous macroeconomic assessment as of June 30, 2025, the Company utilized the same single macroeconomic scenario, the baseline forecast, published by Moody’s Analytics in June 2025. The baseline economic scenario expects economic growth to remain weak in the near term, though a recession is avoided. In this scenario, the Federal Reserve continues to lower interest rates through 2026 in response to a soft economy and a weakening job market. Significant variables that impact the modeled losses across the Company’s loan portfolios are the U.S. Real Gross Domestic Product, or GDP, growth rates and unemployment rate assumptions. Changes in these assumptions and forecasts of economic conditions could significantly affect the estimate of expected credit losses at the balance sheet date or between reporting periods.

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Notes to Consolidated Financial Statements (continued)

(Unaudited)

During the three months ended September 30, 2025, the reversal of credit losses was primarily driven by changes in the U.S. economic outlook associated with collectively evaluated loans and loan portfolio changes, including changes in loan mix and risk rating grade migration, within the banking segment, partially offset by a build in the allowance related to specific reserves, since the prior quarter. The reversal of credit losses during the nine months ended September 30, 2025 was primarily driven by changes in the U.S. economic outlook associated with collectively evaluated loans and net charge-offs, partially offset by a build in the allowance related to loan portfolio changes and specific reserves, including changes in loan mix and risk rating grade migration. Specific to the Bank, the net impact to the allowance of changes associated with collectively evaluated loans during the three and nine months ended September 30, 2025 included a reversal of credit losses of $7.2 million and $8.6 million, respectively, while individually evaluated loans during the three and nine months ended September 30, 2025 included a provision for credit losses of $4.6 million and $8.0 million, respectively. The changes in the allowance for credit losses during the noted periods were primarily attributable to the Bank and also reflected other factors including, but not limited to, loan mix, and changes in loan balances and qualitative factors from the prior quarter, as well as the economic scenario change during the second quarter of 2025. The changes in the allowance during the three and nine months ended September 30, 2025 were also impacted by net charge-offs of $0.3 million and $5.4 million, respectively.

During the three months ended September 30, 2024, the reversal of credit losses was primarily driven by net charge-offs and loan portfolio changes, including a change in the macroeconomic outlook scenario utilized, associated with collectively evaluated loans, partially offset by a build in the allowance related to specific reserves within the banking segment since the prior quarter. The provision for credit losses during the nine months ended September 30, 2024 reflected a build in the allowance related to specific reserves and loan portfolio changes within the banking segment since the prior period, partially offset by the change in the macroeconomic outlook scenario utilized. Specific to the Bank, the net impact to the allowance of changes associated with individually evaluated loans during the three and nine months ended September 30, 2024 included a provision for credit losses of $1.2 million and $13.3 million, respectively, while the collectively evaluated loans during the three and nine months ended September 30, 2024 included a reversal of credit losses of $2.5 million and $6.5 million, respectively. The changes in the allowance for credit losses during the noted periods were primarily attributable to the Bank and also reflected other factors including, but not limited to, loan mix, and changes in loan balances and qualitative factors from the prior quarter. The changes in the allowance during the three and nine months ended September 30, 2024 were also impacted by net charge-offs of $2.9 million and $7.3 million, respectively.

Changes in the allowance for credit losses for loans held for investment, distributed by portfolio segment, are shown below (in thousands).


	Balance,		Provision for				Recoveries on		Balance,
	Beginning of		(Reversal of)		Loans		Charged Off		End of
Three Months Ended September 30, 2025	Period		Credit Losses		Charged Off		Loans		Period
Commercial real estate:
Non-owner occupied	$	27,837	$	879	$	—	$	—	$	28,716
Owner occupied		34,154		(3,579)		—		1		30,576
Commercial and industrial		23,015		69		(432)		100		22,752
Construction and land development		7,341		(48)		(5)		68		7,356
1-4 family residential		5,057		137		(1)		8		5,201
Consumer		538		(79)		(62)		41		438
Broker-dealer		19		110		—		—		129
Total	$	97,961	$	(2,511)	$	(500)	$	218	$	95,168

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Notes to Consolidated Financial Statements (continued)

(Unaudited)


	Balance,		Provision for				Recoveries on		Balance,
	Beginning of		(Reversal of)		Loans		Charged Off		End of
Nine Months Ended September 30, 2025	Period		Credit Losses		Charged Off		Loans		Period
Commercial real estate:
Non-owner occupied	$	29,310	$	324	$	(918)	$	—	$	28,716
Owner occupied		33,112		(2,555)		—		19		30,576
Commercial and industrial		25,609		1,379		(4,607)		371		22,752
Construction and land development		7,161		401		(274)		68		7,356
1-4 family residential		5,327		(153)		(1)		28		5,201
Consumer		547		12		(224)		103		438
Broker-dealer		50		79		—		—		129
Total	$	101,116	$	(513)	$	(6,024)	$	589	$	95,168


	Balance,		Provision for				Recoveries on		Balance,
	Beginning of		(Reversal of)		Loans		Charged Off		End of
Three Months Ended September 30, 2024	Period		Credit Losses		Charged Off		Loans		Period
Commercial real estate:
Non-owner occupied	$	37,321	$	(4,991)	$	—	$	—	$	32,330
Owner occupied		32,772		1,593		—		13		34,378
Commercial and industrial		28,869		2,323		(3,772)		888		28,308
Construction and land development		7,594		330		—		—		7,924
1-4 family residential		7,912		(756)		—		5		7,161
Consumer		547		61		(65)		37		580
Broker-dealer		67		170		—		—		237
Total	$	115,082	$	(1,270)	$	(3,837)	$	943	$	110,918


	Balance,		Provision for				Recoveries on		Balance,
	Beginning of		(Reversal of)		Loans		Charged Off		End of
Nine Months Ended September 30, 2024	Period		Credit Losses		Charged Off		Loans		Period
Commercial real estate:
Non-owner occupied	$	40,061	$	(6,084)	$	(1,647)	$	—	$	32,330
Owner occupied		28,114		6,236		—		28		34,378
Commercial and industrial		20,926		13,070		(7,370)		1,682		28,308
Construction and land development		12,102		(4,180)		—		2		7,924
1-4 family residential		9,461		(2,408)		(1)		109		7,161
Consumer		648		23		(211)		120		580
Broker-dealer		101		136		—		—		237
Total	$	111,413	$	6,793	$	(9,229)	$	1,941	$	110,918

Unfunded Loan Commitments

The Bank uses a process similar to that used in estimating the allowance for credit losses on the funded portion to estimate the allowance for credit loss on unfunded loan commitments. The allowance is based on the estimated exposure at default, multiplied by the lifetime Probability of Default grade and Loss Given Default grade for that particular loan segment. The Bank estimates expected losses by calculating a commitment usage factor based on industry usage factors. The commitment usage factor is applied over the relevant contractual period. Loss factors from the underlying loans to which commitments are related are applied to the results of the usage calculation to estimate any liability for credit losses related for each loan type. The expected losses on unfunded commitments align with statistically calculated parameters used to calculate the allowance for credit losses on the funded portion. There is no reserve calculated for letters of credit as they are issued primarily as credit enhancements and the likelihood of funding is low.

Changes in the allowance for credit losses for loans with off-balance sheet credit exposures are shown below (in thousands).


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Balance, beginning of period	$	9,114	$	8,585	$	7,918	$	8,876
Other noninterest expense		(1,302)		(153)		(106)		(444)
Balance, end of period	$	7,812	$	8,432	$	7,812	$	8,432

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Hilltop Holdings Inc. and Subsidiaries

Notes to Consolidated Financial Statements (continued)

(Unaudited)

During the three and nine months ended September 30, 2025, the decreases in the reserve for unfunded commitments were primarily due to decreases in expected loss rates, partially offset by an increase in commitment balances. During the three and nine months ended September 30, 2024, the decreases in the reserve for unfunded commitments were primarily due to decreases in commitment balances.

7. Mortgage Servicing Rights

The following tables present the changes in fair value of the Company’s MSR asset and other information related to the serviced portfolio (dollars in thousands).


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025			2024
Balance, beginning of period	$	7,887	$	52,902	$	5,723		$	96,662
Additions		5,087		3,033		8,201			9,122
Sales		—		—		—			(45,129)
Changes in fair value:
Due to changes in model inputs or assumptions ⁽¹⁾		(604)		(9,541)		(1,368)			(11,549)
Due to customer payoffs		(97)		(652)		(283)			(3,364)
Balance, end of period	$	12,273	$	45,742	$	12,273		$	45,742

					September 30,			December 31,
					2025			2024
Mortgage loans serviced for others ⁽²⁾					$	862,512		$	358,880
MSR asset as a percentage of serviced mortgage loans						1.42	%		1.59	%

(1)

Primarily represents normal customer payments, the impact of changes in interest rates, changes in discount rates and prepayment speed assumptions, and the refinement of other MSR model assumptions. Included in the three and nine months ended September 30, 2024 are MSR asset fair value adjustments totaling $4.2 million which reflect the difference between the MSR carrying value and the sales price reflected in a signed letter of intent, during September 2024, to sell certain MSR assets.

(2)

Represents unpaid principal balance of mortgage loans serviced for others.

The key assumptions used in measuring the fair value of the Company’s MSR asset were as follows.


	September 30,		December 31,
	2025		2024
Weighted average constant prepayment rate	10.73	%	10.10	%
Weighted average discount rate	14.92	%	14.89	%
Weighted average life (in years)	7.4		7.8

A sensitivity analysis of the fair value of the Company’s MSR asset to certain key assumptions is presented in the following table (in thousands).


	September 30,		December 31,
	2025		2024
Constant prepayment rate:
Impact of 10% adverse change	$	(525)	$	(220)
Impact of 20% adverse change		(1,014)		(426)
Discount rate:
Impact of 10% adverse change		(619)		(294)
Impact of 20% adverse change		(1,174)		(557)

This sensitivity analysis presents the effect of hypothetical changes in key assumptions on the fair value of the MSR asset. The effect of such hypothetical change in assumptions generally cannot be extrapolated because the relationship of the change in one key assumption to the change in the fair value of the MSR asset is not linear. In addition, in the analysis, the impact of an adverse change in one key assumption is calculated independent of any impact on other assumptions. In reality, changes in one assumption may change another assumption.

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Hilltop Holdings Inc. and Subsidiaries

Notes to Consolidated Financial Statements (continued)

(Unaudited)

Contractually specified servicing fees, late fees and ancillary fees earned of $0.7 million and $4.2 million during the three months ended September 30, 2025 and 2024, respectively, and $2.3 million and $20.9 million during the nine months ended September 30, 2025 and 2024, respectively, were included in net gains from sale of loans and other mortgage production income within the consolidated statements of operations.

8. Deposits

Deposits are summarized as follows (in thousands).


	September 30,		December 31,
	2025		2024
Noninterest-bearing demand	$	2,766,155	$	2,768,707
Interest-bearing:
Demand accounts		4,034,747		4,218,225
Brokered - demand		—		4,722
Money market		2,427,673		2,592,508
Brokered - money market		15,264		10,451
Savings		227,453		221,667
Time		1,204,179		1,249,042
	$	10,675,471	$	11,065,322

At September 30, 2025, time deposits in denominations that exceed the FDIC insurance limit of $250,000 were $603.0 million.

9. Short-term Borrowings

Short-term borrowings are summarized as follows (in thousands).


	September 30,		December 31,
	2025		2024
Federal funds purchased	$	206,993	$	407,058
Securities sold under agreements to repurchase		225,022		198,418
Federal Home Loan Bank		—		—
Short-term bank loans		—		—
Commercial paper		248,964		228,547
	$	680,979	$	834,023

Federal Funds Purchased and Securities Sold under Agreements to Repurchase

Federal funds purchased and securities sold under agreements to repurchase generally mature one to ninety days from the transaction date, on demand, or on some other short-term basis. The Bank and the Hilltop Broker-Dealers execute transactions to sell securities under agreements to repurchase with both customers and other broker-dealers. Securities involved in these transactions are held by the Bank, the Hilltop Broker-Dealers or a third-party dealer.

Information concerning federal funds purchased and securities sold under agreements to repurchase is shown in the following tables (dollars in thousands).


	Nine Months Ended September 30,
	2025			2024
Average balance during the period	$	517,561		$	722,752
Average interest rate during the period		4.58	%		5.50	%

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Notes to Consolidated Financial Statements (continued)

(Unaudited)

	September 30,			December 31,
	2025			2024
Average interest rate at end of period		4.71	%		5.06	%
Securities underlying the agreements at end of period:
Carrying value	$	224,478		$	198,174
Estimated fair value	$	245,267		$	214,538

Federal Home Loan Bank (“FHLB”)

FHLB short-term borrowings mature over terms not exceeding 365 days and are collateralized by FHLB Dallas stock, nonspecified real estate loans and certain specific commercial real estate loans. Other information regarding FHLB short-term borrowings is shown in the following table (dollars in thousands).


	Nine Months Ended September 30,
	2025			2024
Average balance during the period	$	—		$	—
Average interest rate during the period		4.70	%		5.73	%

Short-Term Bank Loans

The Hilltop Broker-Dealers use short-term bank loans periodically to finance securities owned, margin loans to customers and correspondents, and underwriting activities. Interest on the borrowings varies with the federal funds rate. At September 30, 2025, Hilltop Securities had credit arrangements with two unaffiliated banks, with maximum aggregate commitments of up to $425.0 million. These credit arrangements are used to finance securities owned, securities held for correspondent accounts, receivables in customer margin accounts and underwriting activities. These credit arrangements are provided on an “as offered” basis and are not committed lines of credit. In addition, Hilltop Securities has committed revolving credit facilities with two unaffiliated banks, with aggregate availability of up to $125.0 million. At September 30, 2025, Hilltop Securities had no outstanding short-term borrowings under its credit arrangements or under its credit facilities.

Commercial Paper

Hilltop Securities uses the net proceeds (after deducting related issuance expenses) from the sale of two commercial paper programs for general corporate purposes, including working capital and the funding of a portion of its securities inventories. The commercial paper notes (“CP Notes”) may be issued with maturities of 14 days to 270 days from the date of issuance. The CP Notes are issued under two separate programs. The Series 2019-2 CP Notes are issued in maximum aggregate amounts of $200 million. The CP Series 2024-1 CP Notes were initiated in December 2024 with the first issuances under this new program occurring in the first quarter of 2025. With these first issuances, there were no future issuances allowed under the Series 2019-1 CP Notes program. The final maturity of the Series 2019-1 CP Notes occurred on October 8, 2025. Prior to this final maturity, the Series 2019-1 and Series 2024-1 CP notes were managed as a single program with a maximum aggregate amount of $300 million. The CP Notes are not redeemable prior to maturity or subject to voluntary prepayment and do not bear interest, but are sold at a discount to par. The CP Notes are secured by a pledge of collateral owned by Hilltop Securities.

As of September 30, 2025, the weighted average maturity of the CP Notes was 142 days at a rate of 4.73%, with a weighted average remaining life of 74 days. At September 30, 2025, the aggregate amount outstanding under these secured arrangements was $249.0 million, which was collateralized by securities held for Hilltop Securities accounts valued at $274.5 million.

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Hilltop Holdings Inc. and Subsidiaries

Notes to Consolidated Financial Statements (continued)

(Unaudited)

10. Notes Payable

Notes payable consisted of the following (in thousands).


	September 30,		December 31,
	2025		2024
Senior Notes paid off January 2025, net of discount of $295 at December 31, 2024	$	—	$	149,705
Subordinated Notes paid off May 2025, net of discount of $405 at December 31, 2024		—		49,596
Subordinated Notes due May 2035, net of discount of $1,470 and $1,634, respectively		148,530		148,366
	$	148,530	$	347,667

On January 15, 2025 (the “Senior Notes Redemption Date”), Hilltop redeemed, at its election, all of its outstanding Senior Notes at a redemption price equal to 100% of the principal amount of $150 million, plus accrued and unpaid interest to, but excluding, the Senior Notes Redemption Date using cash on hand, which also satisfied and discharged the Company’s obligations under the Senior Notes and the Senior Notes Indenture.

On May 15, 2025 (the “2030 Subordinated Notes Redemption Date”), Hilltop redeemed, at its election, all of its outstanding 5.75% Subordinated Notes due 2030 at a redemption price equal to 100% of the principal amount of $50 million, plus accrued and unpaid interest to, but excluding, the 2030 Subordinated Notes Redemption Date using cash on hand, which also satisfied and discharged the Company’s obligations under the 2030 Subordinated Notes and the First Supplemental Indenture.

11. Leases

Supplemental balance sheet information related to finance leases is as follows (in thousands).


	September 30,		December 31,
	2025		2024
Finance leases:
Premises and equipment	$	4,780	$	4,780
Accumulated depreciation		(4,293)		(4,042)
Premises and equipment, net	$	487	$	738

The components of lease costs, including short-term lease costs, are as follows (in thousands).


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Operating lease cost	$	7,979	$	8,231	$	24,119	$	25,214
Less operating lease and sublease income		(287)		(454)		(1,193)		(1,805)
Net operating lease cost	$	7,692	$	7,777	$	22,926	$	23,409

Finance lease cost:
Amortization of ROU assets	$	84	$	126	$	251	$	421
Interest on lease liabilities		67		85		215		271
Total finance lease cost	$	151	$	211	$	466	$	692

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Hilltop Holdings Inc. and Subsidiaries

Notes to Consolidated Financial Statements (continued)

(Unaudited)

Supplemental cash flow information related to leases is as follows (in thousands).


	Nine Months Ended September 30,
	2025		2024
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	24,283	$	25,290
Operating cash flows from finance leases		220		275
Financing cash flows from finance leases		445		666
Right-of-use assets obtained in exchange for lease obligations:
Operating leases	$	15,008	$	22,723
Finance leases		—		—

Information regarding the lease terms and discount rates of the Company’s leases is as follows.


	September 30, 2025			December 31, 2024
	Weighted Average			Weighted Average
	Remaining Lease	Weighted Average		Remaining Lease	Weighted Average
Lease Classification	Term (Years)	Discount Rate		Term (Years)	Discount Rate
Operating	5.0	5.89	%	5.3	5.74	%
Finance	2.0	5.02	%	2.7	5.08	%

Future minimum lease payments under lease agreements as of September 30, 2025, are presented below (in thousands).


	Operating Leases		Finance Leases
2025	$	7,617	$	222
2026		28,756		813
2027		23,712		448
2028		18,509		149
2029		16,053		—
Thereafter		25,668		—
Total minimum lease payments		120,315		1,632
Less amount representing interest		(16,181)		(343)
Lease liabilities	$	104,134	$	1,289

As of September 30, 2025, the Company had additional operating leases that have not yet commenced with aggregate future minimum lease payments of approximately $0.2 million. Certain of these operating leases commenced in October 2025 with an additional operating lease expected to commence in December 2025 with lease terms ranging from two to three years.

12. Income Taxes

The Company applies an estimated annual effective rate to interim period pre-tax income to calculate the income tax provision for the quarter in accordance with the principal method prescribed by the accounting guidance established for computing income taxes in interim periods. The Company’s effective tax rates were 23.2% and 22.5% for the three months ended September 30, 2025 and 2024, respectively, and 23.1% and 22.5% for the nine months ended September 30, 2025 and 2024, respectively. During the three and nine months ended September 30, 2025, the effective tax rate was higher than the applicable statutory rate primarily due to the impact of nondeductible compensation expense, other nondeductible expenses and other permanent adjustments, partially offset by investments in tax-exempt instruments. The effective tax rate during the three and nine months ended September 30, 2024 was higher than the applicable statutory rate primarily due to the impact of nondeductible expenses, nondeductible compensation expense and other permanent adjustments, partially offset by the discrete impact of restricted stock vesting during the quarter and investments in tax-exempt instruments.

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Notes to Consolidated Financial Statements (continued)

(Unaudited)

asset additions, are allowed and therefore will influence the time within which income tax payments must be made. The Company presently expects the permanent disallowance of certain business expenses under the OBBBA and related rules will increase the Company’s future effective income tax rate slightly. The Company is continuing to evaluate the enacted provisions of the new law including additional regulatory or interpretive guidance as that becomes available for potential impacts on the Company’s consolidated financial statements as appropriate.

13. Commitments and Contingencies

Legal Matters

The Company is subject to loss contingencies related to litigation, claims, investigations and legal and administrative cases and proceedings arising in the ordinary course of business. The Company evaluates these contingencies based on information currently available, including advice of counsel. The Company establishes accruals for those matters when a loss contingency is considered probable and the related amount is reasonably estimable. Any accruals are periodically reviewed and may be adjusted as circumstances change. A portion of the Company’s exposure with respect to loss contingencies may be offset by applicable insurance coverage. In determining the amounts of any accruals or estimates of possible loss contingencies, the Company does not take into account the availability of insurance coverage. When it is practicable, the Company estimates loss contingencies for possible litigation and claims, whether or not there is an accrued probable loss. When the Company is able to estimate such probable losses, and when it estimates that it is reasonably possible it could incur losses in excess of amounts accrued, the Company is required to make a disclosure of the aggregate estimation. As available information changes, however, the matters for which the Company is able to estimate, as well as the estimates themselves, will be adjusted accordingly.

Assessments of litigation and claims exposures are difficult due to many factors that involve inherent unpredictability. Those factors include the following: the varying stages of the proceedings, particularly in the early stages; unspecified, unsupported, or uncertain damages; damages other than compensatory, such as punitive damages; a matter presenting meaningful legal uncertainties, including novel issues of law; multiple defendants and jurisdictions; whether discovery has begun or is complete; whether meaningful settlement discussions have commenced; and whether the claim involves a class action and if so, how the class is defined. As a result of some of these factors, the Company may be unable to estimate reasonably possible losses with respect to some or all of the pending and threatened litigation and claims asserted against the Company.

The Company is involved in information-gathering requests and investigations (both formal and informal), as well as reviews, examinations and proceedings (collectively, “Inquiries”) by various governmental regulatory agencies, law enforcement authorities and self-regulatory bodies regarding certain of its businesses, business practices and policies, as well as the conduct of persons with whom it does business. Additional Inquiries will arise from time to time. In connection with those Inquiries, the Company receives document requests, subpoenas and other requests for information. The Inquiries could develop into administrative, civil or criminal proceedings or enforcement actions that could result in consequences that have a material effect on the Company’s consolidated financial position, results of operations or cash flows as a whole. Such consequences could include adverse judgments, findings, settlements, penalties, fines, orders, injunctions, restitution, or alterations in the Company’s business practices, and could result in additional expenses and collateral costs, including reputational damage.

In September 2020, PrimeLending received an investigative inquiry from the United States Attorney for the Western District of Virginia regarding PrimeLending’s float down option. The United States Attorney issued grand jury subpoenas to PrimeLending and PlainsCapital Bank for additional materials regarding this matter. PrimeLending and PlainsCapital Bank are continuing to cooperate with requests for information with respect to this matter.

While the final outcome of litigation and claims exposures or of any Inquiries is inherently unpredictable, management is currently of the opinion that the outcome of pending and threatened litigation and Inquiries will not, except related to specific matters disclosed above, have a material effect on the Company’s business, consolidated financial position, results of operations or cash flows as a whole. However, in the event of unexpected future developments, it is reasonably possible that an adverse outcome in any matter, including the matters discussed above, could be material to the

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Notes to Consolidated Financial Statements (continued)

(Unaudited)

Company’s business, consolidated financial position, results of operations or cash flows for any particular reporting period of occurrence.

Indemnification Liability Reserve

The mortgage origination segment may be responsible to agencies, investors, or other parties for errors or omissions relating to its representations and warranties that each loan sold meets certain requirements, including representations as to underwriting standards and the validity of certain borrower representations in connection with the loan. If determined to be at fault, the mortgage origination segment either repurchases the affected loan from or indemnifies the claimant against loss. The mortgage origination segment has established an indemnification liability reserve for such probable losses.

Generally, the mortgage origination segment first becomes aware that an agency, investor, or other party believes a loss has been incurred on a sold loan when it receives a written request from the claimant to repurchase the loan or reimburse the claimant’s losses. Upon completing its review of the claimant’s request, the mortgage origination segment establishes a specific claims reserve for the loan if it concludes its obligation to the claimant is both probable and reasonably estimable.

An additional reserve has been established for probable agency, investor or other party losses that may have been incurred, but not yet reported to the mortgage origination segment based upon a reasonable estimate of such losses. Factors considered in the calculation of this reserve include, but are not limited to, the total volume of loans sold exclusive of specific claimant requests, actual claim Inquiries, claim settlements and the severity of estimated losses resulting from future claims, and the mortgage origination segment’s history of successfully curing defects identified in claim requests.

While the mortgage origination segment’s sales contracts typically include borrower early payment default repurchase provisions, these provisions have not been a primary driver of claims to date, and therefore, are not a primary factor considered in the calculation of this reserve.

At September 30, 2025 and December 31, 2024, the mortgage origination segment’s indemnification liability reserve totaled $7.4 million and $8.1 million, respectively. The provision for indemnification losses was $0.9 million and $0.9 million during the three months ended September 30, 2025 and 2024, respectively, and $2.4 million and $2.0 million during the nine months ended September 30, 2025 and 2024, respectively.

The following tables provide for a rollforward of claims activity for loans put-back to the mortgage origination segment based upon an alleged breach of a representation or warranty with respect to a loan sold and related indemnification liability reserve activity (in thousands).


	Representation and Warranty Specific Claims
	Activity - Origination Loan Balance
	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Balance, beginning of period	$	23,930	$	22,990	$	21,593	$	26,909
Claims made		12,232		10,773		33,072		27,925
Claims resolved with no payment		(751)		(2,871)		(9,855)		(10,330)
Repurchases		(8,759)		(6,430)		(17,698)		(18,747)
Indemnification payments		(593)		(1,434)		(1,053)		(2,729)
Balance, end of period	$	26,059	$	23,028	$	26,059	$	23,028

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Notes to Consolidated Financial Statements (continued)

(Unaudited)

	Indemnification Liability Reserve Activity
	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Balance, beginning of period	$	7,916	$	9,095	$	8,111	$	11,691
Additions for new sales		860		856		2,425		1,966
Repurchases		(1,004)		(1,308)		(2,291)		(4,391)
Early payment defaults		(164)		(74)		(458)		(565)
Indemnification payments		(176)		(59)		(355)		(191)
Balance, end of period	$	7,432	$	8,510	$	7,432	$	8,510

	September 30,		December 31,
	2025		2024
Reserve for Indemnification Liability:
Specific claims	$	1,391	$	557
Incurred but not reported claims		6,041		7,554
Total	$	7,432	$	8,111

14. Financial Instruments with Off-Balance Sheet Risk

Banking

The Bank is party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments include commitments to extend credit and standby letters of credit that involve varying degrees of credit and interest rate risk in excess of the amount recognized in the consolidated financial statements. Such financial instruments are recorded in the consolidated financial statements when they are funded or related fees are incurred or received. The contract amounts of those instruments reflect the extent of involvement (and therefore the exposure to credit loss) the Bank has in particular classes of financial instruments.

Commitments to extend credit are agreements to lend to a customer provided that the terms established in the contract are met. Commitments generally have fixed expiration dates and may require payment of fees. Because some commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. Standby letters of credit are conditional commitments issued to guarantee the performance of a customer to a third-party. These letters of credit are primarily issued to support public and private borrowing arrangements. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan commitments to customers.

In the aggregate, the Bank had outstanding unused commitments to extend credit of $2.2 billion at September 30, 2025 and outstanding financial and performance standby letters of credit of $72.1 million at September 30, 2025.

The Bank uses the same credit policies in making commitments and standby letters of credit as it does for loans held for investment. The amount of collateral obtained, if deemed necessary, in these transactions is based on management’s credit evaluation of the borrower. Collateral held varies but may include real estate, accounts receivable, marketable securities, interest-bearing deposit accounts, inventory, and property, plant and equipment.

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Notes to Consolidated Financial Statements (continued)

(Unaudited)

Broker-Dealer

In the normal course of business, the Hilltop Broker-Dealers execute, settle, and finance various securities transactions that may expose the Hilltop Broker-Dealers to off-balance sheet risk in the event that a customer or counterparty does not fulfill its contractual obligations. Examples of such transactions include the sale of securities not yet purchased by customers or for the accounts of the Hilltop Broker-Dealers, use of derivatives to support certain non-profit housing organization clients and to hedge changes in the fair value of certain securities, clearing agreements between the Hilltop Broker-Dealers and various clearinghouses and broker-dealers, secured financing arrangements that involve pledged securities, and when-issued underwriting and purchase commitments.

15. Stock-Based Compensation

During the nine months ended September 30, 2025 and 2024, Hilltop granted 19,858 and 11,779 shares of common stock, respectively, pursuant to the Hilltop Holdings Inc. 2020 Equity Incentive Plan (the “2020 Equity Plan”) to certain non-employee members of the Company’s board of directors for services rendered to the Company.

Restricted Stock Units

The following table summarizes information about stock-based incentive awards issued pursuant to the 2020 Equity Plan and nonvested restricted stock unit (“RSU”) activity for the nine months ended September 30, 2025 (shares in thousands).


		RSUs
			Weighted
			Average
			Grant Date
		Outstanding	Fair Value
Balance, December 31, 2024		1,285	$	33.02
	Granted	402	$	32.30
	Vested/Released	(309)	$	33.32
	Forfeited	(156)	$	32.78
Balance, September 30, 2025		1,222	$	32.74

Vested/Released RSUs include an aggregate of 66,487 shares withheld to satisfy employee statutory tax obligations during the nine months ended September 30, 2025.

During the nine months ended September 30, 2025, the Compensation Committee of the board of directors of the Company awarded certain executives and key employees an aggregate of 401,919 RSUs pursuant to the 2020 Equity Plan. Of the RSUs granted during the nine months ended September 30, 2025, 301,558 that were outstanding at September 30, 2025, are subject to time-based vesting conditions and generally cliff vest on the third anniversary of the grant date. Of the RSUs granted during the nine months ended September 30, 2025, 93,851 that were outstanding at September 30, 2025, provide for cliff vesting based upon the achievement of certain performance goals over a three-year period.

At September 30, 2025, in the aggregate, 935,295 of the outstanding RSUs are subject to time-based vesting conditions and generally cliff vest on the third anniversary of the grant date, and 285,919 outstanding RSUs cliff vest based upon the achievement of certain performance goals over a three-year period. At September 30, 2025, unrecognized compensation expense related to outstanding RSUs of $18.2 million is expected to be recognized over a weighted average period of 1.43 years.

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Notes to Consolidated Financial Statements (continued)

(Unaudited)

16. Regulatory Matters

Banking and Hilltop

PlainsCapital, which includes the Bank and PrimeLending, and Hilltop are subject to various regulatory capital requirements administered by federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory — and possibly additional discretionary — actions by regulators that, if undertaken, could have a direct, material effect on the consolidated financial statements. The regulations require PlainsCapital and Hilltop to meet specific capital adequacy guidelines that involve quantitative measures of assets, liabilities and certain off-balance sheet items as calculated under regulatory accounting practices. The Company performs reviews of the classification and calculation of risk-weighted assets to ensure accuracy and compliance with the Basel III regulatory capital requirements as implemented by the Board of Governors of the Federal Reserve System. The capital classifications are also subject to qualitative judgments by the regulators about components, risk weightings and other factors. Quantitative measures established by regulation to ensure capital adequacy require the companies to maintain minimum amounts and ratios (set forth in the following table) of Tier 1 capital (as defined in the regulations) to total average assets (as defined), and minimum ratios of common equity Tier 1, Tier 1 and total capital (as defined) to risk-weighted assets (as defined).

In order to avoid limitations on capital distributions, including dividend payments, stock repurchases and certain discretionary bonus payments to executive officers, Basel III requires banking organizations to maintain a capital conservation buffer above minimum risk-based capital requirements measured relative to risk-weighted assets.

The following table shows PlainsCapital’s and Hilltop’s actual capital amounts and ratios in accordance with Basel III compared to the regulatory minimum capital requirements including the conservation buffer ratio in effect at the end of the period (dollars in thousands). Based on actual capital amounts and ratios shown in the following table, PlainsCapital’s ratios place it in the “well capitalized” (as defined) capital category under regulatory requirements. Actual capital amounts and ratios as of December 31, 2024 reflect PlainsCapital’s and Hilltop’s decision to elect the transition option as issued by the federal banking regulatory agencies in March 2020 that permitted banking institutions to mitigate the estimated cumulative regulatory capital effects from CECL over a five-year transitionary period through December 31, 2024. As of January 1, 2025, Hilltop and PlainsCapital had fully captured the day-one regulatory capital effects resulting from the implementation of CECL.


									Minimum
									Capital
									Requirements
									Including
									Conservation		To Be Well
	September 30, 2025				December 31, 2024				Buffer		Capitalized
	Amount		Ratio		Amount		Ratio		Ratio		Ratio
Tier 1 capital (to average assets):
PlainsCapital	$	1,323,271	10.74	%	$	1,317,664	9.99	%	4.0	%	5.0	%
Hilltop		2,002,487	13.13	%		2,031,069	12.57	%	4.0	%	N/A
Common equity Tier 1 capital (to risk-weighted assets):
PlainsCapital		1,323,271	14.81	%		1,317,664	15.35	%	7.0	%	6.5	%
Hilltop		2,002,487	20.33	%		2,031,069	21.23	%	7.0	%	N/A
Tier 1 capital (to risk-weighted assets):
PlainsCapital		1,323,271	14.81	%		1,317,664	15.35	%	8.5	%	8.0	%
Hilltop		2,002,487	20.33	%		2,031,069	21.23	%	8.5	%	N/A
Total capital (to risk-weighted assets):
PlainsCapital		1,426,122	15.96	%		1,419,787	16.54	%	10.5	%	10.0	%
Hilltop		2,255,467	22.90	%		2,334,679	24.40	%	10.5	%	N/A

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Notes to Consolidated Financial Statements (continued)

(Unaudited)

Broker-Dealer

Pursuant to the net capital requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), Hilltop Securities has elected to determine its net capital requirements using the alternative method. Accordingly, Hilltop Securities is required to maintain minimum net capital, as defined in Rule 15c3-1 promulgated under the Exchange Act, equal to the greater of $1,000,000 or 2% of aggregate debit balances, as defined in Rule 15c3-3 promulgated under the Exchange Act. Additionally, the net capital rule of the NYSE provides that equity capital may not be withdrawn or cash dividends paid if resulting net capital would be less than 5% of the aggregate debit items. Momentum Independent Network follows the primary (aggregate indebtedness) method, as defined in Rule 15c3-1 promulgated under the Exchange Act, which requires the maintenance of the larger of $250,000 or 6-2/3% of aggregate indebtedness.

At September 30, 2025, the net capital position of each of the Hilltop Broker-Dealers was as follows (in thousands).


				Momentum
	Hilltop			Independent
	Securities			Network
Net capital	$	233,368		$	5,865
Less: required net capital		6,753			413
Excess net capital	$	226,615		$	5,452

Net capital as a percentage of aggregate debit items		69.1	%
Net capital in excess of 5% aggregate debit items	$	216,485

Under certain conditions, Hilltop Securities may be required to segregate cash and securities in a special reserve account for the benefit of customers under Rule 15c3-3 promulgated under the Exchange Act. Assets segregated for regulatory purposes under the provisions of the Exchange Act are restricted and not available for general corporate purposes. At September 30, 2025 and December 31, 2024, the Hilltop Broker-Dealers held cash of $5.1 million and $71.0 million, respectively, segregated in special reserve bank accounts for the benefit of customers. The Hilltop Broker-Dealers were not required to segregate cash and securities in special reserve accounts for the benefit of proprietary accounts of introducing broker-dealers at September 30, 2025.

Mortgage Origination

As a mortgage originator, PrimeLending and its subsidiaries are subject to minimum capital, leverage, net worth and liquidity requirements established by the Department of Housing and Urban Development (“HUD”) and GNMA, as applicable. On an annual basis, PrimeLending and its subsidiaries submit audited financial statements to HUD and GNMA documenting their respective compliance with minimum requirements. On a quarterly basis, PrimeLending reviews these requirements and timely reports any exceptions to HUD and GNMA, as applicable. If any exceptions to these requirements occur, certain additional financial reporting submissions are required. During the three and nine months ended September 30, 2025, PrimeLending received capital infusions from its parent company, PlainsCapital Bank, totaling $5 million and $20 million, respectively. As of September 30, 2025, PrimeLending and its subsidiaries’ minimum capital, leverage, net worth and liquidity exceeded the amounts required by both HUD and GNMA, as applicable.

17. Stockholders’ Equity

Dividends

During the nine months ended September 30, 2025 and 2024, the Company declared and paid cash dividends of $0.54 and $0.51 per common share, or an aggregate of $34.4 million and $33.2 million, respectively.

On October 23, 2025, Hilltop’s board of directors declared a quarterly cash dividend of $0.18 per common share, payable on November 21, 2025, to all common stockholders of record as of the close of business on November 7, 2025.

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Notes to Consolidated Financial Statements (continued)

(Unaudited)

Stock Repurchases

In January 2025, the Hilltop board of directors authorized a new stock repurchase program through January 2026, pursuant to which the Company was originally authorized to repurchase, in the aggregate, up to $100.0 million of the Company’s outstanding common stock. In July 2025, the Hilltop board of directors authorized an increase to the aggregate amount of common stock the Company may repurchase under this program to $135.0 million, which is inclusive of repurchases to offset dilution related to grants of stock-based compensation. Furthermore, in October 2025, the Hilltop board of directors authorized an increase to the aggregate amount of common stock that Hilltop may repurchase under stock repurchase program to $185.0 million, an increase of $50.0 million, which is inclusive of repurchases to offset dilution related to grants of stock-based compensation. During the nine months ended September 30, 2025, Hilltop paid $123.2 million to repurchase an aggregate of 3,905,210 shares of the Company’s common stock at an average price of $31.56 per share pursuant to the stock repurchase program. As a result of share repurchases during the first nine months of 2025, Hilltop has approximately $62 million of available share repurchase capacity through the expiration of the 2025 stock repurchase program in January 2026.

The Company’s stock repurchase program, prior year repurchases, and related accounting policy are discussed in detail in Note 1 and Note 22 to the consolidated financial statements included in the Company’s 2024 Form 10-K.

18. Derivative Financial Instruments

The Company uses various derivative financial instruments to mitigate interest rate risk. The Bank’s interest rate risk management strategy involves effectively managing the re-pricing characteristics of certain assets and liabilities to mitigate potential adverse impacts from changes in interest rates on the Bank’s net interest margin. Additionally, the Bank manages variability of cash flows associated with its variable rate debt in interest-related cash outflows with interest rate swap contracts. PrimeLending has interest rate risk relative to interest rate lock commitments (“IRLCs”) and its inventory of mortgage loans held for sale. PrimeLending is exposed to such interest rate risk from the time an IRLC is made to an applicant to the time the related mortgage loan is sold. To mitigate interest rate risk, PrimeLending executes forward commitments to sell mortgage-backed securities (“MBSs”) and futures contracts. Additionally, PrimeLending has interest rate risk relative to its MSR asset and uses derivative instruments, including U.S. Treasury bond futures and options to hedge this risk. The Hilltop Broker-Dealers use forward commitments to both purchase and sell MBSs to facilitate customer transactions and as a means to hedge related exposure to interest rate risk in certain inventory positions. Additionally, Hilltop Securities uses various derivative instruments, including U.S. Treasury bond futures and options, futures contracts, credit default swaps and municipal market data rate locks, to hedge changes in the fair value of its securities.

Non-Hedging Derivative Instruments and the Fair Value Option

As discussed in Note 3 to the consolidated financial statements, the Company has elected to measure substantially all mortgage loans held for sale at fair value under the provisions of the Fair Value Option. The election provides the opportunity to mitigate volatility in reported earnings caused by measuring related assets and liabilities differently without applying hedge accounting provisions. The fair values of PrimeLending’s IRLCs and forward commitments are recorded in other assets or other liabilities, as appropriate, and changes in the fair values of these derivative instruments are recorded as a component of net gains from sale of loans and other mortgage production income. These changes in fair value are attributable to changes in the volume of IRLCs, mortgage loans held for sale, commitments to purchase and sell MBSs and MSR assets, and changes in market interest rates. Changes in market interest rates also conversely affect the value of PrimeLending’s mortgage loans held for sale and its MSR asset, which are measured at fair value under the Fair Value Option. The effect of the change in market interest rates on PrimeLending’s loans held for sale and MSR asset is discussed in Note 7 to the consolidated financial statements. The fair values of the Hilltop Broker-Dealers’ and the Bank’s derivative instruments are recorded in other assets or other liabilities, as appropriate.

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Notes to Consolidated Financial Statements (continued)

(Unaudited)

Changes in the fair value of derivatives are presented in the following table (in thousands).


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Increase (decrease) in fair value of derivatives during period:
PrimeLending	$	6,180	$	(29)	$	570	$	11,177
Hilltop Broker-Dealers		2,312		10,570		1,658		5,949
Bank		9		(7)		(24)		6

Hedging Derivative Instruments

The Company has entered into interest rate swap contracts to manage the exposure to changes in fair value associated with certain available for sale fixed rate collateralized mortgage-backed securities and fixed rate loans held for investment attributable to changes in the designated benchmark interest rate. Certain of these fair value hedges have been designated as a portfolio layer, which provides the Company the ability to execute a fair value hedge of the interest rate risk associated with a portfolio of similar prepayable assets whereby the last dollar amount estimated to remain in the portfolio of assets is identified as the hedged item. Additionally, the Company has outstanding interest rate swap contracts designated as cash flow hedges and utilized to manage the variability of cash flows associated with its variable rate borrowings.

Under each of its interest rate swap contracts designated as cash flow hedges, the Company receives a floating rate and pays a fixed rate on the outstanding notional amount. The Company assesses the hedge effectiveness both at the onset of the hedge and at regular intervals throughout the life of the derivative. To the extent that the derivative instruments are highly effective in offsetting the variability of the hedged cash flows or fair value, changes in the fair value of the derivatives designated as hedges of cash flows are included as a component of accumulated other comprehensive income or loss on the Company’s consolidated balance sheets, and changes in the fair value of the derivatives designated as hedges of fair value are included in current earnings. Although the Company has determined at the onset of the hedges that the derivative instruments will be highly effective hedges throughout the term of the contract, any portion of derivative instruments subsequently determined to be ineffective will be recognized in earnings.

Derivative positions are presented in the following table (in thousands).


	September 30, 2025				December 31, 2024
	Notional		Estimated		Notional		Estimated
	Amount		Fair Value		Amount		Fair Value
Derivative instruments (not designated as hedges):
IRLCs	$	695,658	$	10,547	$	384,528	$	2,942
Commitments to purchase MBSs		1,636,389		5,993		1,152,841		280
Commitments to sell MBSs		2,488,284		(919)		1,954,405		8,577
Interest rate swaps		59,400		(3,120)		32,000		1,088
Interest rate swaps back-to-back (asset) ⁽¹⁾		55,044		1,049		24,928		277
Interest rate swaps back-to-back (liability) ⁽¹⁾		55,044		(1,094)		24,928		(298)
U.S. Treasury bond futures and options ⁽²⁾		171,020		—		119,200		—
Interest rate and other futures ⁽²⁾		7,783		—		245,200		—
Credit default swaps		45,000		8		14,000		3

Derivative instruments (designated as hedges):
Interest rate swaps designated as cash flow hedges	$	180,000	$	2,084	$	285,000	$	6,748
Interest rate swaps designated as fair value hedges ⁽³⁾		337,496		23,864		354,471		36,914

(1)

Noted derivative instruments include both customer-facing derivatives as well as offsetting derivatives facing other dealer banks. The fair value of these derivatives include a net credit valuation adjustment that was nominal at September 30, 2025 and December 31, 2024, respectively, reducing the fair value of the liability.

(2)	Noted derivative instruments include contracts between the Hilltop Broker-Dealers and PrimeLending and their respective counterparties with changes in fair value of the contracts that are settled daily.

(3)

The Company designated $337.5 million and $376.5 million as the hedged amount (from a closed portfolio of prepayable available for sale securities and loans held for investment with a carrying value of $313.5 million and $339.4 million as of September 30, 2025 and December 31, 2024, respectively), of which, a subset of these hedges are in portfolio layer hedging relationships. The cumulative basis adjustment included in the carrying value of the hedged items totaled $24.0 million and $37.1 million as of September 30, 2025 and December 31, 2024, respectively.

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Notes to Consolidated Financial Statements (continued)

(Unaudited)

The Bank held cash collateral advances of $27.1 million to offset net asset derivative positions on its derivative instruments designated as hedges at September 30, 2025. The Bank and PrimeLending held aggregate cash collateral advances of $50.9 million to offset net asset derivative positions on its commitments to sell MBSs and derivative instruments designated as hedges at December 31, 2024. PrimeLending had advanced cash collateral totaling $4.5 million to offset net liability positions on its commitments to sell MBSs at September 30, 2025. In addition, PrimeLending and the Hilltop Broker-Dealers had advanced cash collateral totaling $5.7 million and $4.9 million on various derivative instruments at September 30, 2025 and December 31, 2024, respectively. These cash collateral amounts are included in either other assets or other liabilities within the consolidated balance sheets.

Derivatives on Behalf of Customers

The Bank offers derivative contracts to certain customers in connection with their risk management needs. These derivatives include back-to-back interest rate swaps. The Bank manages the risk associated with these contracts by entering into an equal and offsetting derivative with a third-party dealer bank. These derivatives generally work together as an economic interest rate hedge, but the Bank does not designate them for hedge accounting treatment. Consequently, changes in fair value of the corresponding derivative financial asset or liability were recorded as either a charge or credit to current earnings during the period in which the changes in fair value occurred, typically resulting in no net earnings impact.

19. Balance Sheet Offsetting

Certain financial instruments, including resale and repurchase agreements, securities lending arrangements and derivatives, may be eligible for offset in the consolidated balance sheets and/or subject to master netting arrangements or similar agreements. The Company’s accounting policy is to present required disclosures related to collateral and derivative positions on a gross basis.

The following tables present the assets and liabilities subject to enforceable master netting arrangements, repurchase agreements, or similar agreements with offsetting rights (in thousands).


							Gross Amounts Not Offset in
					Net Amounts		the Balance Sheet
	Gross Amounts		Gross Amounts		of Assets				Cash
	of Recognized		Offset in the		Presented in the		Financial		Collateral		Net
	Assets		Balance Sheet		Balance Sheet		Instruments		Pledged		Amount
September 30, 2025
Securities borrowed:
Institutional counterparties	$	1,420,701	$	—	$	1,420,701	$	(1,365,037)	$	—	$	55,664

Interest rate swaps:
Institutional counterparties		27,575		—		27,575		—		(27,080)		495

Credit default swaps:
Institutional counterparties		8		—		8		—		—		8

Reverse repurchase agreements:
Institutional counterparties		78,909		—		78,909		(78,416)		—		493

Forward MBS derivatives:
Institutional counterparties		10,345		—		10,345		(2,163)		—		8,182
	$	1,537,538	$	—	$	1,537,538	$	(1,445,616)	$	(27,080)	$	64,842
December 31, 2024
Securities borrowed:
Institutional counterparties	$	1,292,365	$	—	$	1,292,365	$	(1,214,081)	$	—	$	78,284

Interest rate swaps:
Institutional counterparties		45,243		—		45,243		—		(44,155)		1,088

Credit default swaps:
Institutional counterparties		3		—		3		—		—		3

Reverse repurchase agreements:
Institutional counterparties		88,728		—		88,728		(86,371)		—		2,357

Forward MBS derivatives:
Institutional counterparties		14,719		—		14,719		(61)		(4,325)		10,333
	$	1,441,058	$	—	$	1,441,058	$	(1,300,513)	$	(48,480)	$	92,065

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Hilltop Holdings Inc. and Subsidiaries

Notes to Consolidated Financial Statements (continued)

(Unaudited)


							Gross Amounts Not Offset in
					Net Amounts		the Balance Sheet
	Gross Amounts		Gross Amounts		of Liabilities				Cash
	of Recognized		Offset in the		Presented in the		Financial		Collateral		Net
	Liabilities		Balance Sheet		Balance Sheet		Instruments		Pledged		Amount
September 30, 2025
Securities loaned:
Institutional counterparties	$	1,412,381	$	—	$	1,412,381	$	(1,355,622)	$	—	$	56,759

Interest rate swaps:
Institutional counterparties		4,792		—		4,792		—		—		4,792

Repurchase agreements:
Institutional counterparties		224,478		—		224,478		—		(224,478)		—

Forward MBS derivatives:
Institutional counterparties		5,271		—		5,271		(2,163)		(955)		2,153
	$	1,646,922	$	—	$	1,646,922	$	(1,357,785)	$	(225,433)	$	63,704
December 31, 2024
Securities loaned:
Institutional counterparties	$	1,291,725	$	—	$	1,291,725	$	(1,211,426)	$	—	$	80,299

Interest rate swaps:
Institutional counterparties		514		—		514		—		—		514

Repurchase agreements:
Institutional counterparties		198,174		—		198,174		(198,174)		—		—

Forward MBS derivatives:
Institutional counterparties		5,862		—		5,862		(61)		—		5,801
	$	1,496,275	$	—	$	1,496,275	$	(1,409,661)	$	—	$	86,614

Secured Borrowing Arrangements

Secured Borrowings (Repurchase Agreements) — The Company participates in transactions involving securities sold under repurchase agreements, which are secured borrowings and generally mature one to ninety days from the transaction date or involve arrangements with no definite termination date. Securities sold under repurchase agreements are reflected at the amount of cash received in connection with the transactions. The Company may be required to provide additional collateral based on the fair value of the underlying securities, which is monitored on a daily basis.

Securities Lending Activities — The Company’s securities lending activities include lending securities for other broker-dealers, lending institutions and its own clearing and retail operations. These activities involve lending securities to other broker-dealers to cover short sales, to complete transactions in which there has been a failure to deliver securities by the required settlement date and as a conduit for financing activities.

When lending securities, the Company receives cash or similar collateral and generally pays interest (based on the amount of cash deposited) to the other party to the transaction. Securities lending transactions are executed pursuant to written agreements with counterparties that generally require securities loaned to be marked-to-market on a daily basis. The Company receives collateral in the form of cash in an amount generally in excess of the fair value of securities loaned. The Company monitors the fair value of securities loaned on a daily basis, with additional collateral obtained or refunded, as necessary. Collateral adjustments are made on a daily basis through the facilities of various clearinghouses. The Company is a principal in these securities lending transactions and is liable for losses in the event of a failure of any other party to honor its contractual obligation. Management sets credit limits with each counterparty and reviews these limits regularly to monitor the risk level with each counterparty. The Company is subject to credit risk through its securities lending activities if securities prices decline rapidly because the value of the Company’s collateral could fall below the amount of the indebtedness it secures. In rapidly appreciating markets, credit risk increases due to short positions. The Company’s securities lending business subjects the Company to credit risk if a counterparty fails to perform or if collateral securing its obligations is insufficient. In securities transactions, the Company is subject to credit risk during the period between the execution of a trade and the settlement by the customer.

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Hilltop Holdings Inc. and Subsidiaries

Notes to Consolidated Financial Statements (continued)

(Unaudited)

The following tables present the remaining contractual maturities of repurchase agreement and securities lending transactions accounted for as secured borrowings (in thousands). The Company had no repurchase-to-maturity transactions outstanding at both September 30, 2025 and December 31, 2024.


	Remaining Contractual Maturities
	Overnight and						Greater Than
September 30, 2025	Continuous		Up to 30 Days		30-90 Days		90 Days		Total
Repurchase agreement transactions:
U.S. Treasury and agency securities	$	21,911	$	—	$	—	$	—	$	21,911
Asset-backed securities		54,798		147,769		—		—		202,567

Securities lending transactions:
Corporate securities		52		—		—		—		52
Equity securities		1,412,329		—		—		—		1,412,329
Total	$	1,489,090	$	147,769	$	—	$	—	$	1,636,859

Gross amount of recognized liabilities for repurchase agreement and securities lending transactions in offsetting disclosure above									$	1,636,859
Amount related to agreements not included in offsetting disclosure above									$	—

	Remaining Contractual Maturities
	Overnight and						Greater Than
December 31, 2024	Continuous		Up to 30 Days		30-90 Days		90 Days		Total
Repurchase agreement transactions:
Asset-backed securities	$	117,847	$	80,327	$	—	$	—	$	198,174

Securities lending transactions:
Corporate securities		52		—		—		—		52
Equity securities		1,291,673		—		—		—		1,291,673
Total	$	1,409,572	$	80,327	$	—	$	—	$	1,489,899

Gross amount of recognized liabilities for repurchase agreement and securities lending transactions in offsetting disclosure above									$	1,489,899
Amount related to agreements not included in offsetting disclosure above									$	—

20. Broker-Dealer and Clearing Organization Receivables and Payables

Broker-dealer and clearing organization receivables and payables consisted of the following (in thousands).


	September 30,		December 31,
	2025		2024
Receivables:
Securities borrowed	$	1,420,701	$	1,292,365
Securities failed to deliver		6,190		16,045
Trades in process of settlement		74,302		125,736
Other		17,812		18,220
	$	1,519,005	$	1,452,366
Payables:
Securities loaned	$	1,412,381	$	1,291,725
Correspondents		14,870		17,025
Securities failed to receive		10,660		16,623
Other		7,369		6,529
	$	1,445,280	$	1,331,902

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Hilltop Holdings Inc. and Subsidiaries

Notes to Consolidated Financial Statements (continued)

(Unaudited)

21. Segment and Related Information

The Company has two primary business units, PCC (banking and mortgage origination) and Securities Holdings (broker-dealer). Under GAAP, the Company’s business units are comprised of three reportable business segments organized primarily by the core products offered to the segments’ respective customers: banking, broker-dealer and mortgage origination. These segments reflect the manner in which operations are managed and the criteria used by the chief operating decision maker (“CODM”), the Company’s President and Chief Executive Officer, to evaluate segment performance, develop strategy and allocate resources.

The banking segment includes the operations of the Bank. The broker-dealer segment includes the operations of Securities Holdings, and the mortgage origination segment is composed of PrimeLending.

Balance sheet amounts not discussed previously and the elimination of intercompany transactions are included in “All Other and Eliminations.” The following tables present certain information about reportable business segment revenues, operating results, goodwill and assets (in thousands).


Three Months Ended September 30, 2025	Banking		Broker-Dealer		Mortgage Origination		Corporate		All Other and Eliminations		Hilltop Consolidated
Interest income	$	160,491	$	40,809	$	14,645	$	2,793	$	(18,477)	$	200,261
Interest expense ⁽¹⁾		63,645		28,147		16,696		2,350		(22,965)		87,873
Net interest income (expense)		96,846		12,662		(2,051)		443		4,488		112,388
Noninterest income		11,001		131,832		76,608		3,081		(4,715)		217,807
	$	107,847	$	144,494	$	74,557	$	3,524	$	(227)	$	330,195

Provision for (reversal of) loan losses		(2,621)		110		—		—		—		(2,511)

Non-variable compensation and benefits		31,925		36,241		27,371		11,069		—		106,606
Variable compensation ⁽²⁾		—		50,756		32,665		—		—		83,421
Occupancy and equipment, net		8,867		4,566		4,553		2,111		(167)		19,930
Professional services		2,412		5,111		3,510		1,648		—		12,681
Other segment expense items ⁽³⁾		12,574		21,238		13,692		1,844		(83)		49,265
	$	55,778	$	117,912	$	81,791	$	16,672	$	(250)	$	271,903

Income (loss) before taxes	$	54,690	$	26,472	$	(7,234)	$	(13,148)	$	23	$	60,803


Nine Months Ended September 30, 2025	Banking		Broker-Dealer		Mortgage Origination		Corporate		All Other and Eliminations		Hilltop Consolidated
Interest income	$	478,432	$	115,064	$	40,019	$	8,522	$	(51,796)	$	590,241
Interest expense ⁽¹⁾		196,117		77,683		45,768		9,114		(66,620)		262,062
Net interest income (expense)		282,315		37,381		(5,749)		(592)		14,824		328,179
Noninterest income		33,703		325,271		234,631		45,832		(15,656)		623,781
	$	316,018	$	362,652	$	228,882	$	45,240	$	(832)	$	951,960

Provision for (reversal of) loan losses		(592)		79		—		—		—		(513)

Non-variable compensation and benefits		98,173		108,344		83,116		29,891		—		319,524
Variable compensation ⁽²⁾		—		120,210		92,473		10,470		—		223,153
Occupancy and equipment, net		27,532		14,031		13,870		5,842		(499)		60,776
Professional services		684		13,763		9,579		3,721		(132)		27,615
Other segment expense items ⁽³⁾		40,545		64,140		42,149		6,924		(274)		153,484
	$	166,934	$	320,488	$	241,187	$	56,848	$	(905)	$	784,552

Income (loss) before taxes	$	149,676	$	42,085	$	(12,305)	$	(11,608)	$	73	$	167,921

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Hilltop Holdings Inc. and Subsidiaries

Notes to Consolidated Financial Statements (continued)

(Unaudited)


Three Months Ended September 30, 2024	Banking		Broker-Dealer		Mortgage Origination		Corporate		All Other and Eliminations		Hilltop Consolidated
Interest income	$	173,366	$	41,491	$	15,181	$	1,672	$	(20,668)	$	211,042
Interest expense ⁽¹⁾		79,830		29,082		19,598		4,975		(27,486)		105,999
Net interest income (expense)		93,536		12,409		(4,417)		(3,303)		6,818		105,043
Noninterest income		10,726		111,849		79,922		4,962		(7,016)		200,443
	$	104,262	$	124,258	$	75,505	$	1,659	$	(198)	$	305,486

Provision for (reversal of) loan losses		(1,440)		170		—		—		—		(1,270)

Non-variable compensation and benefits		31,920		33,343		26,711		9,582		—		101,556
Variable compensation ⁽²⁾		—		42,569		33,862		—		—		76,431
Occupancy and equipment, net		10,839		4,731		4,805		2,108		(166)		22,317
Professional services		2,132		4,211		4,054		1,276		(28)		11,645
Other segment expense items ⁽³⁾		12,666		22,240		14,791		2,665		1		52,363
	$	57,557	$	107,094	$	84,223	$	15,631	$	(193)	$	264,312

Income (loss) before taxes	$	48,145	$	16,994	$	(8,718)	$	(13,972)	$	(5)	$	42,444


Nine Months Ended September 30, 2024	Banking		Broker-Dealer		Mortgage Origination		Corporate		All Other and Eliminations		Hilltop Consolidated
Interest income	$	513,186	$	124,846	$	41,774	$	5,382	$	(57,389)	$	627,799
Interest expense ⁽¹⁾		235,586		87,950		55,014		14,942		(78,007)		315,485
Net interest income (expense)		277,600		36,896		(13,240)		(9,560)		20,618		312,314
Noninterest income		31,884		308,480		239,489		16,747		(21,234)		575,366
	$	309,484	$	345,376	$	226,249	$	7,187	$	(616)	$	887,680

Provision for (reversal of) loan losses		6,657		136		—		—		—		6,793

Non-variable compensation and benefits		97,662		100,973		83,957		29,711		—		312,303
Variable compensation ⁽²⁾		—		110,578		90,934		—		—		201,512
Occupancy and equipment, net		29,501		14,208		16,123		6,192		(498)		65,526
Professional services		6,282		11,099		10,687		3,607		(29)		31,646
Other segment expense items ⁽³⁾		38,082		65,244		48,366		8,221		(101)		159,812
	$	171,527	$	302,102	$	250,067	$	47,731	$	(628)	$	770,799

Income (loss) before taxes	$	131,300	$	43,138	$	(23,818)	$	(40,544)	$	12	$	110,088

(1)	Significant interest expenses for each reportable segment that are regularly provided to the CODM include:

Banking segment – primarily comprised of deposit interest expense.

Broker-dealer segment – primarily comprised of securities loaned and short-term borrowings interest expense.

Mortgage origination segment – primarily comprised of interest incurred on warehouse lines of credit held with the Bank.

(2)	Variable compensation represents performance-based commissions and incentives.

(3)

Other segment items for certain reportable segments that are regularly provided to the CODM include:
  Broker-dealer – included brokerage fees expense and travel, meals and entertainment expense.
  Mortgage origination segment – included mortgage origination and servicing expenses, unreimbursed loan closing costs and business

development expense.


					Mortgage				All Other and		Hilltop
	Banking		Broker-Dealer		Origination		Corporate		Eliminations		Consolidated
September 30, 2025
Goodwill	$	247,368	$	7,008	$	13,071	$	—	$	—	$	267,447

Total assets	$	12,626,461	$	2,843,930	$	990,405	$	2,399,493	$	(3,255,239)	$	15,605,050

December 31, 2024
Goodwill	$	247,368	$	7,008	$	13,071	$	—	$	—	$	267,447

Total assets	$	13,354,407	$	2,823,582	$	1,010,727	$	2,601,888	$	(3,522,475)	$	16,268,129

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Hilltop Holdings Inc. and Subsidiaries

Notes to Consolidated Financial Statements (continued)

(Unaudited)

22. Earnings per Common Share

The following table presents the computation of basic and diluted earnings per common share (in thousands, except per share data).


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Basic earnings per share:
Income attributable to Hilltop	$	45,818	$	29,693	$	124,007	$	77,694

Weighted average shares outstanding - basic		62,146		64,928		63,456		65,070

Basic earnings per common share:	$	0.74	$	0.46	$	1.95	$	1.19

Diluted earnings per share:
Income attributable to Hilltop	$	45,818	$	29,693	$	124,007	$	77,694

Weighted average shares outstanding - basic		62,146		64,928		63,456		65,070
Effect of potentially dilutive securities		22		18		3		10
Weighted average shares outstanding - diluted		62,168		64,946		63,459		65,080

Diluted earnings per common share:	$	0.74	$	0.46	$	1.95	$	1.19

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion should be read in conjunction with the consolidated historical financial statements and notes appearing elsewhere in this Quarterly Report on Form 10-Q (this “Quarterly Report”) and the financial information set forth in the tables herein.

Unless the context otherwise indicates, all references in this Management’s Discussion and Analysis of Financial Condition and Results of Operations, or MD&A, to the “Company,” “we,” “us,” “our” or “ours” or similar words are to Hilltop Holdings Inc. and its direct and indirect wholly owned subsidiaries, references to “Hilltop” refer solely to Hilltop Holdings Inc., references to “PCC” refer to PlainsCapital Corporation (a wholly owned subsidiary of Hilltop), references to “Securities Holdings” refer to Hilltop Securities Holdings LLC (a wholly owned subsidiary of Hilltop), references to “Hilltop Securities” refer to Hilltop Securities Inc. (a wholly owned subsidiary of Securities Holdings), references to “Momentum Independent Network” refer to Momentum Independent Network Inc. (a wholly owned subsidiary of Securities Holdings, Hilltop Securities and Momentum Independent Network are collectively referred to as the “Hilltop Broker-Dealers”), references to the “Bank” refer to PlainsCapital Bank (a wholly owned subsidiary of PCC), references to “FNB” refer to First National Bank, references to “SWS” refer to the former SWS Group, Inc., references to “PrimeLending” refer to PrimeLending, a PlainsCapital Company (a wholly owned subsidiary of the Bank) and its subsidiaries as a whole.

FORWARD-LOOKING STATEMENTS

This Quarterly Report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934 (the “Exchange Act”), as amended by the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical fact, included in this Quarterly Report that address results or developments that we expect or anticipate will or may occur in the future, and statements that are preceded by, followed by or include, words such as “anticipates,” “believes,” “could,” “estimates,” “expects,” “forecasts,” “goal,” “intends,” “may,” “might,” “plan,” “probable,” “projects,” “seeks,” “should,” “target,” “view” or “would” or the negative of these words and phrases or similar words or phrases, including such things as our business strategy, our financial condition, our revenue, our liquidity and sources of funding, market trends, operations and business, taxes, the impact of natural disasters or public health emergencies, information technology expenses, cybersecurity incidents, capital levels, mortgage servicing rights (“MSR”) assets, stock repurchases, dividend payments, expectations concerning mortgage loan origination volume, servicer advances and interest rate compression, expected levels of refinancing as a percentage of total loan origination volume, projected losses on mortgage loans originated, total expenses, the effects of government regulation applicable to our operations, the appropriateness of, and changes in, our allowance for credit losses and provision for (reversal of) credit losses, and our related macroeconomic forecast assumptions, expected future benchmark rates, anticipated investment yields, our expectations regarding accretion of discount on loans in future periods, the collectability of loans, and the outcome of litigation are forward-looking statements.

These forward-looking statements are based on our beliefs, assumptions and expectations of our future performance taking into account all information currently available to us. These beliefs, assumptions and expectations are subject to risks and uncertainties and can change as a result of many possible events or factors, not all of which are known to us. If an event occurs, our business, business plan, financial condition, liquidity and results of operations may vary materially from those expressed in our forward-looking statements. Certain factors that could cause actual results to differ include, among others:

●

the credit risks of lending activities, including our ability to estimate credit losses and the allowance for credit losses, as well as the effects of changes in the level of, and trends in, loan delinquencies and write-offs;

●

effectiveness of our data security controls in the face of cyber attacks and any legal, reputational and financial risks following a cybersecurity incident;

●

changes in general economic, market and business conditions in areas or markets where we compete, including changes in the price of crude oil;

●

changes in the interest rate environment;

●

risks associated with concentration in real estate related loans;

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●

the effects of our indebtedness on our ability to manage our business successfully, including the restrictions imposed by the indenture governing our indebtedness;

●

disruptions to the economy and financial services industry, risks associated with uninsured deposits and responsive measures by federal or state governments or banking regulators, including increases in the cost of our deposit insurance assessments;

●

cost and availability of capital;

●

changes in state and federal laws, regulations or policies affecting one or more of our business segments, including changes in policies under the new Presidential administration, changes in regulatory fees, deposit insurance premiums, capital requirements and the Dodd-Frank Wall Street Reform and Consumer Protection Act;

●

changes in key management;

●

competition in our banking, broker-dealer and mortgage origination segments from other banks and financial institutions as well as investment banking and financial advisory firms, mortgage bankers, asset-based non-bank lenders and government agencies;

●

legal and regulatory proceedings;

●

risks associated with merger and acquisition integration; and

●

our ability to use excess capital in an effective manner.

For a more detailed discussion of these and other factors that may affect our business and that could cause the actual results to differ materially from those anticipated in these forward-looking statements, see “Risk Factors” in Part I, Item 1A, of our Annual Report on Form 10-K for the year ended December 31, 2024 (“2024 Form 10-K”), which was filed with the Securities and Exchange Commission (“SEC”) on February 14, 2025, this Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and other filings we have made with the SEC. We caution that the foregoing list of factors is not exhaustive, and new factors may emerge, or changes to the foregoing factors may occur, that could impact our business. All subsequent written and oral forward-looking statements concerning our business attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements above. We do not undertake any obligation to update any forward-looking statement, whether written or oral, relating to the matters discussed in this Quarterly Report except to the extent required by federal securities laws.

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OVERVIEW

We are a financial holding company registered under the Bank Holding Company Act of 1956. Our primary line of business is to provide business and consumer banking services from offices located throughout Texas through the Bank. We also provide an array of financial products and services through our broker-dealer and mortgage origination segments. The following includes additional details regarding the financial products and services provided by each of our primary business units.

PCC. PCC is a financial holding company that provides, through its subsidiaries, traditional banking and wealth, investment and treasury management services primarily in Texas and residential mortgage loans throughout the United States.

Securities Holdings. Securities Holdings is a holding company that provides, through its subsidiaries, investment banking and other related financial services, including municipal advisory, sales, trading and underwriting of taxable and tax-exempt fixed income securities, clearing, securities lending, structured finance and retail brokerage services throughout the United States.

The following historical consolidated data for the periods indicated has been derived from our historical consolidated financial statements included elsewhere in this Quarterly Report (dollars and shares in thousands, except per share data).


	Three Months Ended September 30,						Nine Months Ended September 30,
	2025			2024			2025			2024
Statement of Operations Data:
Net interest income	$	112,388		$	105,043		$	328,179		$	312,314
Provision for (reversal of) credit losses		(2,511)			(1,270)			(513)			6,793
Total noninterest income		217,807			200,443			623,781			575,366
Total noninterest expense		271,903			264,312			784,552			770,799
Income before income taxes		60,803			42,444			167,921			110,088
Income tax expense		14,129			9,539			38,826			24,762
Net income		46,674			32,905			129,095			85,326
Less: Net income attributable to noncontrolling interest		856			3,212			5,088			7,632
Income attributable to Hilltop	$	45,818		$	29,693		$	124,007		$	77,694

Per Share Data:
Diluted earnings per common share	$	0.74		$	0.46		$	1.95		$	1.19
Diluted weighted average shares outstanding		62,168			64,946			63,459			65,080
Cash dividends declared per common share	$	0.18		$	0.17		$	0.54		$	0.51
Dividend payout ratio ⁽¹⁾		24.41	%		37.17	%		27.63	%		42.71	%
Book value per common share (end of period)							$	35.69		$	33.51
Tangible book value per common share ⁽²⁾(end of period)							$	31.23		$	29.29

							September 30,			December 31,
							2025			2024
Balance Sheet Data:
Total assets							$	15,605,050		$	16,268,129
Cash and due from banks								1,277,283			2,298,977
Securities								2,773,306			2,659,661
Loans held for sale								849,357			858,665
Loans held for investment, net of unearned income								8,227,194			7,950,551
Allowance for credit losses								(95,168)			(101,116)
Total deposits								10,675,471			11,065,322
Notes payable								148,530			347,667
Total stockholders' equity								2,216,240			2,218,312

Capital Ratios:
Common equity to assets ratio								14.02	%		13.46	%
Tangible common equity to tangible assets ⁽²⁾								12.49	%		11.98	%

(1) Dividend payout ratio is defined as cash dividends declared per common share divided by basic earnings per common share.

(2) For a reconciliation to the nearest GAAP measure, see “—Reconciliation and Management’s Explanation of Non-GAAP Financial Measures.”

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Consolidated income before income taxes during the three and nine months ended September 30, 2025 included the following contributions from our reportable business segments.

●

The banking segment contributed $54.7 million and $149.7 million of income before income taxes during the three and nine months ended September 30, 2025;

●

The broker-dealer segment contributed $26.5 million and $42.1 million of income before income taxes during the three and nine months ended September 30, 2025; and

●

The mortgage origination segment incurred $7.2 million and $12.3 million of losses before income taxes during the three and nine months ended September 30, 2025.

During the nine months ended September 30, 2025, we declared and paid total common dividends of $34.4 million.

On October 23, 2025, our board of directors declared a quarterly cash dividend of $0.18 per common share, payable on November 21, 2025 to all common stockholders of record as of the close of business on November 7, 2025.

In January 2025, our board of directors authorized a new stock repurchase program through January 2026, pursuant to which we were originally authorized to repurchase, in the aggregate, up to $100.0 million of our outstanding common stock. In July 2025, our board of directors authorized an increase to the aggregate amount of common stock we may repurchase under this program to $135.0 million, which is inclusive of repurchases to offset dilution related to grants of stock-based compensation. Furthermore, in October 2025, the Hilltop board of directors authorized an increase to the aggregate amount of common stock that Hilltop may repurchase under stock repurchase program to $185.0 million, an increase of $50.0 million, which is inclusive of repurchases to offset dilution related to grants of stock-based compensation. During the nine months ended September 30, 2025, we paid $123.2 million to repurchase an aggregate of 3,905,210 shares of our common stock at an average price of $31.56 per share pursuant to the stock repurchase program. As a result of share repurchases during the first nine months of 2025, Hilltop has approximately $62 million of available share repurchase capacity through the expiration of the 2025 stock repurchase program in January 2026.

Reconciliation and Management’s Explanation of Non-GAAP Financial Measures

We present certain measures in our selected financial data that are not measures of financial performance recognized by accounting principles generally accepted in the United States (“GAAP”). “Tangible book value per common share” is defined as our total stockholders’ equity reduced by goodwill and other intangible assets, divided by total common shares outstanding. “Tangible common equity to tangible assets” is defined as our total stockholders’ equity reduced by goodwill and other intangible assets, divided by total assets reduced by goodwill and other intangible assets. These measures are important to investors interested in changes from period to period in tangible common equity per share exclusive of changes in intangible assets. For companies such as ours that have engaged in business combinations, purchase accounting can result in the recording of significant amounts of goodwill and other intangible assets related to those transactions. You should not view this disclosure as a substitute for results determined in accordance with GAAP, and our disclosure is not necessarily comparable to that of other companies that use non-GAAP measures.

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The following table reconciles these non-GAAP financial measures to the most comparable GAAP financial measures, “book value per common share” and “equity to total assets” (dollars in thousands, except per share data).


	September 30,
	2025			2024
Book value per common share	$	35.69		$	33.51
Effect of goodwill and intangible assets per share		(4.46)			(4.22)
Tangible book value per common share	$	31.23		$	29.29

	September 30,			December 31,
	2025			2024
Hilltop stockholders’ equity	$	2,188,542		$	2,189,965
Less: goodwill and intangible assets, net		273,309			274,080
Tangible common equity	$	1,915,233		$	1,915,885

Total assets	$	15,605,050		$	16,268,129
Less: goodwill and intangible assets, net		273,309			274,080
Tangible assets	$	15,331,741		$	15,994,049

Equity to assets		14.02	%		13.46	%
Tangible common equity to tangible assets		12.49	%		11.98	%

Recent Developments

Notes Redemptions

On January 15, 2025 (the “Senior Notes Redemption Date”), we redeemed all of our outstanding 5% senior notes due 2025 (the “Senior Notes”) at a redemption price equal to the aggregate principal amount of $150 million, plus accrued and unpaid interest to, but excluding, the Senior Notes Redemption Date (collectively, the “Senior Notes Redemption Price”). The redemption of the Senior Notes was pursuant to the indenture, dated as of April 9, 2015 (the “Senior Notes Indenture”), between the Company and U.S. Bank National Association, as Trustee (solely in its capacity as trustee for the Senior Notes), which permitted the redemption of the Senior Notes beginning 90 days prior to April 15, 2025 (the maturity date of the Senior Notes). The Company irrevocably deposited with the trustee funds using cash on hand in an amount sufficient to pay the Senior Notes Redemption Price on the Senior Notes Redemption Date to satisfy and discharge its obligations under the Senior Notes and the Senior Notes Indenture.

On May 15, 2025 (the “2030 Subordinated Notes Redemption Date”), we redeemed all of our outstanding 5.75% Fixed-to-Floating Subordinated Notes due 2030 (the “2030 Subordinated Notes”) at a redemption price equal to the aggregate principal amount of $50 million, plus accrued and unpaid interest to, but excluding, the 2030 Subordinated Notes Redemption Date (collectively, the “2030 Subordinated Notes Redemption Price”). The redemption of the 5.75% Subordinated Notes was pursuant to the First Supplemental Indenture, dated as of May 11, 2020 (the “First Supplemental Indenture”), to the Indenture, dated as of May 11, 2020, between the Company and U.S. Bank National Association, as Trustee, which permitted the redemption of the 2030 Subordinated Notes beginning on May 15, 2025 (the date on which the 2030 Subordinated Notes converted from fixed to floating rate). The Company irrevocably deposited with the Trustee funds in an amount sufficient to pay the 2030 Subordinated Notes Redemption Price on the 2030 Subordinated Notes Redemption Date to satisfy and discharge its obligations under the 2030 Subordinated Notes and the First Supplemental Indenture.

Merchant Bank Transaction

In January 2025, our merchant bank subsidiary entered into a definitive agreement to sell all of the capital stock of Moser Acquisition, Inc. to Atlas Energy Solutions Inc. (“Atlas”) for consideration including cash and Atlas common stock. On February 24, 2025, the noted transaction to sell the operations associated with our approximate 30% aggregate interest in Moser Holdings, LLC, which owns Moser Acquisition, Inc., was consummated. Our aggregate interest in Moser Holdings, LLC included equity investments that were included, and will continue to be included, within other assets in the consolidated balance sheets until liquidation of Moser Holdings, LLC. A preliminary pre-tax gain of $30.5 million ($23.6 million net of tax) was recorded during the first quarter of 2025 based on our aggregate interest in Moser Holdings, LLC reported as a component of other noninterest income within the consolidated statements of operations. During the second quarter of 2025, we recorded additional net downward adjustments associated with its aggregate

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interest in Moser Holdings, LLC and the liquidation of a portion of the Atlas common stock of $3.4 million that resulted in an aggregate preliminary pre-tax gain during 2025 of $27.1 million ($21.0 million net of tax). Further, during the third quarter of 2025, the Company recorded a net upward adjustment to the preliminary pre-tax gain associated with its aggregate interest in Moser Holdings, LLC and further liquidation of Atlas common stock of $1.1 million that resulted in an updated aggregate preliminary pre-tax gain during 2025 of $28.1 million ($21.8 million net of tax). The preliminary gain is subject to change given customary post-closing adjustments and the liquidation of Moser Holdings, LLC.

Settlement Agreement & Releases

In April 2025, PrimeLending entered into multiple Settlement Agreement & Releases (the “Settlements”) related to a matter whereby PrimeLending received an aggregate of $9.5 million from the respective parties. The full amount associated with the Settlements was recorded within other noninterest income in the consolidated statement of operations during the second quarter of 2025.

Tax Legislation

On July 4, 2025, legislation referred to as “H.R. 1: One Big Beautiful Bill Act” (“OBBBA”) was signed into law and, among other changes, will modify the tax year in which certain business deductions, primarily depreciation of capital asset additions, are allowed and therefore will influence the time within which income tax payments must be made. We presently expect the permanent disallowance of certain business expenses under the OBBBA and related rules will increase our future effective income tax rate slightly. We are continuing to evaluate the enacted provisions of the new law including additional regulatory or interpretive guidance as that becomes available for potential impacts on our consolidated financial statements as appropriate.

Economic Environment

The extent of the impact of uncertain economic conditions on our financial performance during the remainder of 2025 will depend in part on developments outside of our control, including, among others, the timing and significance of further changes in U.S. Treasury yields and mortgage interest rates, changes in funding costs, inflationary pressures, changes in the political environment, the impact of tariffs and reciprocal tariffs, and international armed conflicts and their impact on supply chains.

Uncertainty of general economic, market and business conditions impact our ability to estimate credit losses and the allowance for credit losses, as well as the effects of changes in the level of, and trends in, loan delinquencies and write-offs. Significant judgment is required to estimate the severity and duration of the current economic uncertainties, as well as its potential impact on borrower cash flow. While all industries could experience volatility and adverse impacts, certain of our loan portfolio industry sectors and subsectors, including office buildings, retail, hotel/motel and auto note financing, have an increased level of risk given business and consumer sensitivity to interest rates and the size and permanence of tariffs. Refer to the discussions in the “Financial Condition – Loan Portfolio” and “Financial Condition – Allowance for Credit Losses” sections that follow for more details regarding the Bank’s loan portfolio and significant assumptions and estimates involved in estimating credit losses.

Historically, high-profile banking failures periodically increase market uncertainty and concerns associated with banking sector liquidity positions, increase regulatory scrutiny and underscore the importance of maintaining access to diverse sources of funding. In light of these events, we have continued our efforts to monitor deposit flows and balance sheet trends to ensure that our liquidity needs and financial flexibility are maintained. During 2024, we increased interest-bearing deposit rates to address rising market interest rates and intense competition for liquidity to combat deposit outflows. Throughout 2024, we experienced net interest margin compression reflecting deposit repricing activity and demand deposit migration into interest-bearing accounts. Despite deposits costs remaining elevated during the first nine months of 2025, our cost of deposits decreased during the nine months ended September 30, 2025, compared to the same period of 2024, as we took actions to reduce the interest paid on our interest-bearing deposits. Additionally, at September 30, 2025, we continued to access core deposits from our Hilltop Securities Federal Deposit Insurance Corporation (“FDIC”) insured sweep program, while the Bank was not utilizing any of its Federal Home Loan Bank (“FHLB”) borrowing capacity.

We expect that overall deposit funding costs will continue to be influenced by various factors, including, but not limited to competitive pressures, broader economic conditions, the recent 25-basis point decrease in the target range for the federal funds rate in September 2025, future changes in the target range for the federal funds rate, customer behavior and

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our liquidity position at that time. An unexpected influx of withdrawals of deposits could adversely impact our ability to rely on organic deposits to primarily fund our operations, potentially requiring greater reliance on secondary sources of liquidity to meet withdrawals of deposits or to fund continuing operations. These sources may include proceeds from FHLB advances, sales of investment securities and loans, federal fund lines of credit with correspondent banks, securities sold under agreements to repurchase, brokered time deposits, borrowings from the Federal Reserve and borrowings under lines of credit with other financial institutions. Refer to the discussions in the “Segment Results – Banking Segment” and “Liquidity and Capital Resources – Banking Segment” sections that follow for more details regarding the Bank’s deposits, available liquidity and borrowing capacity at September 30, 2025.

We expect uncertainties related to economic headwinds discussed above, the impact of interest rate movements on the shape and inversions of the yield curve and the increased cost and challenge for deposits that persisted through 2024, to continue during the remainder of 2025.

Asset Valuation

As discussed in more detail within “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our 2024 Form 10-K, at each reporting date between annual impairment tests, we consider potential indicators of impairment including the condition of the economy and financial services industry; government intervention and regulatory updates; the impact of recent events to financial performance and cost factors of the reporting unit; performance of our stock and other relevant events.

Continuing macroeconomic challenges related to mortgage loan origination volumes, customer sensitivity to interest rates and resulting demand for certain products have resulted in a challenging environment associated with our reporting segments, resulting in variability in their operating results.

Given the potential impacts of the operating performance of our reporting segments and overall economic conditions, actual results may differ materially from our current estimates as the scope of such impacts evolves or if the duration of business disruptions are longer than currently anticipated. We continue to monitor developments regarding overall economic conditions, market capitalization, and any other triggering events or circumstances that may indicate an impairment in the future.

To the extent future operating performance of our reporting segments remain challenged and below forecasted projections, significant assumptions such as expected future cash flows or the risk-adjusted discount rate used to estimate fair value are adversely impacted, or upon the occurrence of what management would deem to be a triggering event that could, under certain circumstances, cause us to perform impairment tests on our goodwill and other intangible assets, an impairment charge may be recorded for that period. In the event that we conclude that all or a portion of our goodwill and other intangible assets are impaired, a non-cash charge for the respective amount of such impairment would be recorded to earnings. Such a charge would have no impact on tangible capital or regulatory capital.

Outlook

Our balance sheet, operating results and certain metrics during 2025 to date reflected economic conditions that remain uncertain, and will depend in part on several developments outside of our control including, among others, changes in the political environment, the impact of tariffs and reciprocal tariffs, the timing and significance of further changes in U.S. treasury yields and mortgage interest rates and a volatile economic forecast. As noted within our 2024 Form 10-K, these economic conditions, coupled with exposure to changes in funding costs, inflationary pressures, and international armed conflicts and their impact on supply chains within our business segments during 2024 have had, and are expected to continue to have, an adverse impact on our operating results during the remainder of 2025.

In addition, we evaluated the potential loss exposures in connection with the central Texas flooding that occurred in July 2025 and have not experienced any significant financial impacts to our banking and mortgage origination segments and associated outstanding loan portfolios and mortgage loan indemnification liabilities.

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Factors Affecting Results of Operations

As a financial institution providing products and services through our banking, broker-dealer and mortgage origination segments, we are directly affected by general economic and market conditions, many of which are beyond our control and unpredictable. A key factor impacting our results of operations is changes in the level of interest rates in addition to twists in the shape of the yield curve with the magnitude and direction of the impact varying across the different lines of business. Other factors impacting our results of operations include, but are not limited to, fluctuations in volume and price levels of securities, inflation, political events, investor confidence, investor participation levels, legal, regulatory, and compliance requirements and competition. All of these factors have the potential to impact our financial position, operating results and liquidity. In addition, the recent economic and political environment has led to legislative and regulatory initiatives, both enacted and proposed, that could substantially change the regulation of the financial services industry and may significantly impact us.

Segment Information

The Company has two primary business units, PCC (banking and mortgage origination) and Securities Holdings (broker-dealer). Under GAAP, the Company’s units are comprised of three reportable business segments organized primarily by the core products offered to the segments’ respective customers: banking, broker-dealer and mortgage origination. Consistent with our historical segment operating results, we anticipate that future revenues will be driven primarily from the banking segment, with the remainder being generated by our broker-dealer and mortgage origination segments. Operating results for the mortgage origination segment have historically been more volatile than operating results for the banking and broker-dealer segments.

The banking segment includes the operations of the Bank. The banking segment primarily provides business and consumer banking services from offices located throughout Texas and generates revenue from its portfolio of earning assets. The Bank’s results of operations are primarily dependent on net interest income. The Bank also derives revenue from other sources, including service charges on customer deposit accounts and trust fees.

The broker-dealer segment includes the operations of Securities Holdings, which operates through its wholly owned subsidiaries Hilltop Securities, Momentum Independent Network and Hilltop Securities Asset Management, LLC. The broker-dealer segment generates a majority of its revenues from fees and commissions earned from investment advisory and securities brokerage services. Hilltop Securities is a broker-dealer registered with the SEC and the Financial Industry Regulatory Authority, Inc. (“FINRA”) and a member of the New York Stock Exchange (“NYSE”). Momentum Independent Network is an introducing broker-dealer that is also registered with the SEC and FINRA. Hilltop Securities and Momentum Independent Network are both registered with the Commodity Futures Trading Commission as non-guaranteed introducing brokers and as members of the National Futures Association. Additionally, Hilltop Securities, Momentum Independent Network and Hilltop Securities Asset Management, LLC are registered investment advisers under the Investment Advisers Act of 1940.

The mortgage origination segment includes the operations of PrimeLending, which offers a variety of loan products and generates revenue predominantly from fees charged on the origination and servicing of loans and from selling these loans in the secondary market.

The eliminations of intercompany transactions are included in “All Other and Eliminations.” Additional information concerning our reportable business segments is presented in Note 21, “Segment and Related Information,” in the notes to our consolidated financial statements.

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The following table presents certain information about the results of our reportable business segments (in thousands). This table serves as a basis for the discussion and analysis in the segment operating results sections that follow.


	Three Months Ended September 30,				Variance 2025 vs 2024			Nine Months Ended September 30,				Variance 2025 vs 2024
	2025		2024		Amount		Percent	2025		2024		Amount		Percent
Net interest income (expense):
Banking	$	96,846	$	93,536	$	3,310	4	$	282,315	$	277,600	$	4,715	2
Broker-Dealer		12,662		12,409		253	2		37,381		36,896		485	1
Mortgage Origination		(2,051)		(4,417)		2,366	54		(5,749)		(13,240)		7,491	57
Corporate		443		(3,303)		3,746	113		(592)		(9,560)		8,968	94
All Other and Eliminations ⁽¹⁾		4,488		6,818		(2,330)	(34)		14,824		20,618		(5,794)	(28)
Hilltop Consolidated	$	112,388	$	105,043	$	7,345	7	$	328,179	$	312,314	$	15,865	5

Provision for (reversal of) credit losses:
Banking	$	(2,621)	$	(1,440)	$	(1,181)	(82)	$	(592)	$	6,657	$	(7,249)	(109)
Broker-Dealer		110		170		(60)	(35)		79		136		(57)	(42)
Mortgage Origination		—		—		—	—		—		—		—	—
Corporate		—		—		—	—		—		—		—	—
All Other and Eliminations		—		—		—	—		—		—		—	—
Hilltop Consolidated	$	(2,511)	$	(1,270)	$	(1,241)	(98)	$	(513)	$	6,793	$	(7,306)	(108)

Noninterest income:
Banking	$	11,001	$	10,726	$	275	3	$	33,703	$	31,884	$	1,819	6
Broker-Dealer		131,832		111,849		19,983	18		325,271		308,480		16,791	5
Mortgage Origination		76,608		79,922		(3,314)	(4)		234,631		239,489		(4,858)	(2)
Corporate		3,081		4,962		(1,881)	(38)		45,832		16,747		29,085	174
All Other and Eliminations ⁽¹⁾		(4,715)		(7,016)		2,301	33		(15,656)		(21,234)		5,578	26
Hilltop Consolidated	$	217,807	$	200,443	$	17,364	9	$	623,781	$	575,366	$	48,415	8

Noninterest expense:
Banking	$	55,778	$	57,557	$	(1,779)	(3)	$	166,934	$	171,527	$	(4,593)	(3)
Broker-Dealer		117,912		107,094		10,818	10		320,488		302,102		18,386	6
Mortgage Origination		81,791		84,223		(2,432)	(3)		241,187		250,067		(8,880)	(4)
Corporate		16,672		15,631		1,041	7		56,848		47,731		9,117	19
All Other and Eliminations		(250)		(193)		(57)	(30)		(905)		(628)		(277)	(44)
Hilltop Consolidated	$	271,903	$	264,312	$	7,591	3	$	784,552	$	770,799	$	13,753	2

Income (loss) before taxes:
Banking	$	54,690	$	48,145	$	6,545	14	$	149,676	$	131,300	$	18,376	14
Broker-Dealer		26,472		16,994		9,478	56		42,085		43,138		(1,053)	(2)
Mortgage Origination		(7,234)		(8,718)		1,484	17		(12,305)		(23,818)		11,513	48
Corporate		(13,148)		(13,972)		824	6		(11,608)		(40,544)		28,936	71
All Other and Eliminations		23		(5)		28	560		73		12		61	508
Hilltop Consolidated	$	60,803	$	42,444	$	18,359	43	$	167,921	$	110,088	$	57,833	53

(1)	All other and eliminations amounts during each period include FDIC sweep program revenues and expenses earned on broker-dealer segment deposits placed with the banking segment that are eliminated in consolidation.

Key Performance Indicators

We utilize several key indicators of financial condition and operating performance to evaluate the various aspects of our business. In addition to traditional financial metrics, such as revenue and growth trends, we monitor several other financial measures and non-financial operating metrics to help us evaluate growth trends, measure the adequacy of our capital based on regulatory reporting requirements, measure the effectiveness of our operations and assess operational efficiencies. These indicators change from time to time as the opportunities and challenges in our businesses change.

Performance ratios and asset quality ratios are typically used for measuring the performance of banking and financial institutions. We consider return on average stockholders’ equity, return on average assets and net interest margin to be important supplemental measures of operating performance that are commonly used by securities analysts, investors and other parties interested in the banking and financial industry. The net recoveries (charge-offs) to average loans outstanding ratio is also considered a key measure for our banking segment as it indicates the performance of our loan portfolio.

In addition, we consider regulatory capital ratios to be key measures that are used by us, as well as banking regulators, investors and analysts, to assess our regulatory capital position and to compare our regulatory capital to that of other financial services companies. We monitor our capital strength in terms of both leverage ratio and risk-based capital ratios based on capital requirements administered by the federal banking agencies. The risk-based capital ratios are minimum supervisory ratios generally applicable to banking organizations, but banking organizations are widely expected to operate with capital positions well above the minimum ratios. Failure to meet minimum capital requirements can initiate certain mandatory actions by regulators that, if undertaken, could have a material effect on our financial condition or results of operations.

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How We Generate Revenue

We generate revenue from net interest income and from noninterest income. Net interest income represents the difference between the income earned on our assets, including our loans and investment securities, and our cost of funds, including the interest paid on the deposits and borrowings that are used to support our assets. Net interest income is a significant contributor to our operating results. Fluctuations in interest rates, as well as the amounts and types of interest-earning assets and interest-bearing liabilities we hold, affect net interest income. The change in reportable business segment net interest income during the nine months ended September 30, 2025, compared with the same period in 2024, primarily reflected significant improvements within corporate and the mortgage origination and banking segments.

The other component of our revenue is noninterest income, which is primarily comprised of the following:

(i)

Income from broker-dealer operations. Through Securities Holdings, we provide investment banking and other related financial services that generated $239.2 million and $195.8 million in securities commissions and fees and investment and securities advisory fees and commissions, respectively, and $72.2 million and $88.8 million in gains from derivative and trading portfolio activities (included within other noninterest income), respectively, during the nine months ended September 30, 2025 and 2024.

(ii)

Income from mortgage operations. Through PrimeLending, we generate noninterest income by originating and selling mortgage loans. During the nine months ended September 30, 2025 and 2024, we generated $225.0 million and $239.4 million, respectively, in net gains from sale of loans, other mortgage production income (including income associated with retained mortgage servicing rights), and mortgage loan origination fees.

In the aggregate, we experienced an increase in noninterest income during the nine months ended September 30, 2025, compared to the same period in 2024, as noted in the segment results table previously presented, primarily due to an increase in pre-tax gains associated with merchant bank equity investment activity within corporate and increased noninterest income within our broker-dealer segment from increased investment and securities advisory fees and commissions partially offset by a reduction in trading gains earned from trading activities.

We also incur noninterest expenses in the operation of our businesses. Our businesses engage in labor intensive activities and, consequently, employees’ compensation and benefits represent the majority of our noninterest expenses.

Consolidated Operating Results

Income applicable to common stockholders during the three months ended September 30, 2025 was $45.8 million, or $0.74 per diluted share, compared to $29.7 million, or $0.46 per diluted share, during the three months ended September 30, 2024. Income applicable to common stockholders during the nine months ended September 30, 2025 was $124.0 million, or $1.95 per diluted share, compared to $77.7 million, or $1.19 per diluted share, during the nine months ended September 30, 2024.

Hilltop’s financial results for the three and nine months ended September 30, 2025, compared with the same periods in 2024, included increases in the reversal of credit losses and net interest income and a decrease in noninterest expenses within the banking segment, net revenues and noninterest expenses increased within the broker-dealer segment, and the mortgage origination segment had declines in noninterest income, noninterest expense and net interest expense. The financial results for the nine months ended September 30, 2025 also included a significant preliminary gain associated with the sale of operations by a merchant bank equity investment within corporate.

Certain items included in net income for the three and nine months ended September 30, 2025 and 2024 resulted from purchase accounting associated with the merger of PlainsCapital Corporation with and into a wholly owned subsidiary of Hilltop on November 30, 2012, the FDIC-assisted transaction whereby the Bank acquired certain assets and assumed certain liabilities of FNB, the acquisition of SWS Group, Inc. in a stock and cash transaction, and the acquisition of The Bank of River Oaks in an all-cash transaction (collectively, the “Bank Transactions”). Income before income taxes during the three months ended September 30, 2025 and 2024 included net accretion on earning assets and liabilities of $0.6 million and $0.7 million, respectively, and amortization of identifiable intangibles of $0.3 million and $0.4 million, respectively, related to the Bank Transactions. During the nine months ended September 30, 2025 and 2024, income before

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income taxes included net accretion on earning assets and liabilities of $2.2 million and $4.0 million, respectively, and amortization of identifiable intangibles of $0.8 million and $1.5 million, respectively, related to the Bank Transactions.

The information shown in the table below includes certain key performance indicators on a consolidated basis.


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Return on average stockholders' equity⁽¹⁾	8.35	%	5.51	%	7.59	%	4.88	%
Return on average assets ⁽²⁾	1.20	%	0.84	%	1.10	%	0.72	%
Net interest margin^{(3) (4)}	3.06	%	2.84	%	2.97	%	2.84	%
Leverage ratio⁽⁵⁾ (end of period)					13.13	%	12.95	%
Common equity Tier 1 risk-based capital ratio ⁽⁶⁾ (end of period)					20.33	%	20.48	%

(1)	Return on average stockholders’ equity is defined as consolidated income attributable to Hilltop divided by average total Hilltop stockholders’ equity.

(2)	Return on average assets is defined as consolidated net income before noncontrolling interest divided by average assets.

(3)	Net interest margin is defined as net interest income divided by average interest-earning assets. We consider net interest margin as a key indicator of profitability, as it represents interest earned on our interest-earning assets compared to interest incurred.

(4)

The securities financing operations within our broker-dealer segment had the effect of lowering both the net interest margin and taxable equivalent net interest margin by 28 basis points and 24 basis points during the three months ended September 30, 2025 and 2024, respectively, and 26 basis points and 25 basis points during the nine months ended September 30, 2025 and 2024, respectively.

(5)	The leverage ratio is a regulatory capital ratio and is defined as Tier 1 risk-based capital divided by average consolidated assets.

(6)

The common equity Tier 1 risk-based capital ratio is a regulatory capital ratio and is defined as common equity Tier 1 risk-based capital divided by risk weighted assets. Common equity includes common equity Tier 1 capital (common stockholders’ equity and certain minority interests in the equity capital accounts of consolidated subsidiaries, but excluding goodwill and various intangible assets) and additional Tier 1 capital (certain qualifying minority interests not included in common equity Tier 1 capital, certain preferred stock and related surplus, and certain subordinated debt).

We present net interest margin and net interest income below on a taxable-equivalent basis. Net interest margin (taxable equivalent), a non-GAAP measure, is defined as taxable equivalent net interest income divided by average interest-earning assets. Taxable equivalent adjustments are based on the applicable corporate federal income tax rate of 21% for all periods presented. The Company performs periodic reviews of the classification and categorization of the components impacting the calculation of net interest margin. The interest income earned on certain earning assets is completely or partially exempt from federal income tax. As such, these tax-exempt instruments typically yield lower returns than taxable investments. To provide more meaningful comparisons of net interest margins for all earning assets, we use net interest income on a taxable-equivalent basis in calculating net interest margin by increasing the interest income earned on tax-exempt assets to make it fully equivalent to interest income earned on taxable investments.

During the three months ended September 30, 2025 and 2024, purchase accounting contributed 2 and 2 basis points, respectively, to our consolidated taxable equivalent net interest margin of 3.09% and 2.85%, respectively. During the nine months ended September 30, 2025 and 2024, purchase accounting contributed 2 and 4 basis points, respectively, to our consolidated taxable equivalent net interest margin of 2.99% and 2.86%, respectively. The purchase accounting activity was primarily related to the accretion of discount of loans which totaled $0.6 million and $0.7 million during the three months ended September 30, 2025 and 2024, respectively, and $2.2 million and $4.0 million during the nine months ended September 30, 2025 and 2024, respectively, associated with the Bank Transactions.

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The tables below provide additional details regarding our consolidated net interest income (dollars in thousands).


	Three Months Ended September 30,
	2025						2024
	Average		Interest		Annualized		Average		Interest		Annualized
	Outstanding		Earned		Yield or		Outstanding		Earned		Yield or
	Balance		or Paid		Rate		Balance		or Paid		Rate
Assets
Interest-earning assets
Loans held for sale	$	905,623	$	14,331	6.19	%	$	990,902	$	14,645	5.91	%
Loans held for investment, gross ⁽¹⁾		8,103,557		121,442	5.95	%		8,024,771		125,176	6.19	%
Investment securities - taxable		2,477,028		25,451	4.11	%		2,477,014		26,264	4.24	%
Investment securities - non-taxable ⁽²⁾		391,685		4,458	4.55	%		323,479		3,020	3.73	%
Federal funds sold and securities purchased under agreements to resell		71,359		958	5.32	%		97,686		1,845	7.49	%
Interest-bearing deposits in other financial institutions		1,061,807		11,430	4.27	%		1,373,051		17,800	5.14	%
Securities borrowed		1,423,476		21,175	5.82	%		1,260,420		19,426	6.03	%
Other		134,682		1,962	5.78	%		137,105		3,447	9.97	%
Interest-earning assets, gross ⁽²⁾		14,569,217		201,207	5.48	%		14,684,428		211,623	5.72	%
Allowance for credit losses		(97,992)						(115,113)
Interest-earning assets, net		14,471,225						14,569,315
Noninterest-earning assets		956,077						1,070,833
Total assets	$	15,427,302					$	15,640,148

Liabilities and Stockholders' Equity
Interest-bearing liabilities
Interest-bearing deposits	$	7,807,348	$	57,001	2.90	%	$	7,744,588	$	70,641	3.62	%
Securities loaned		1,407,765		19,430	5.48	%		1,247,392		18,499	5.88	%
Notes payable and other borrowings		934,201		11,442	4.86	%		1,333,671		16,859	5.02	%
Total interest-bearing liabilities		10,149,314		87,873	3.43	%		10,325,651		105,999	4.07	%
Noninterest-bearing liabilities
Noninterest-bearing deposits		2,695,744						2,737,942
Other liabilities		377,444						405,768
Total liabilities		13,222,502						13,469,361
Stockholders’ equity		2,177,581						2,143,252
Noncontrolling interest		27,219						27,535
Total liabilities and stockholders' equity	$	15,427,302					$	15,640,148

Net interest income ⁽²⁾			$	113,334					$	105,624
Net interest spread ⁽²⁾					2.05	%					1.65	%
Net interest margin ⁽²⁾					3.09	%					2.85	%

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	Nine Months Ended September 30,
	2025						2024
	Average		Interest		Annualized		Average		Interest		Annualized
	Outstanding		Earned		Yield or		Outstanding		Earned		Yield or
	Balance		or Paid		Rate		Balance		or Paid		Rate
Assets
Interest-earning assets
Loans held for sale	$	846,868	$	39,888	6.21	%	$	909,446	$	39,795	5.83	%
Loans held for investment, gross ⁽¹⁾		8,023,276		352,370	5.87	%		7,918,156		372,984	6.30	%
Investment securities - taxable		2,474,595		76,045	4.10	%		2,569,408		77,795	4.04	%
Investment securities - non-taxable ⁽²⁾		358,048		11,602	4.32	%		312,617		8,972	3.83	%
Federal funds sold and securities purchased under agreements to resell		85,437		4,129	6.46	%		99,100		5,436	7.33	%
Interest-bearing deposits in other financial institutions		1,433,175		45,346	4.23	%		1,356,604		52,581	5.18	%
Securities borrowed		1,422,153		57,528	5.33	%		1,353,564		60,293	5.87	%
Other		126,555		5,724	6.05	%		168,716		11,673	9.25	%
Interest-earning assets, gross ⁽²⁾		14,770,107		592,632	5.36	%		14,687,611		629,529	5.73	%
Allowance for credit losses		(101,494)						(110,101)
Interest-earning assets, net		14,668,613						14,577,510
Noninterest-earning assets		978,871						1,151,827
Total assets	$	15,647,484					$	15,729,337

Liabilities and Stockholders' Equity
Interest-bearing liabilities
Interest-bearing deposits	$	7,952,735	$	174,108	2.93	%	$	7,703,843	$	207,880	3.61	%
Securities loaned		1,410,276		51,828	4.91	%		1,329,098		56,207	5.65	%
Notes payable and other borrowings		984,736		36,126	4.90	%		1,396,686		51,398	4.92	%
Total interest-bearing liabilities		10,347,747		262,062	3.39	%		10,429,627		315,485	4.04	%
Noninterest-bearing liabilities
Noninterest-bearing deposits		2,722,478						2,834,140
Other liabilities		366,506						309,635
Total liabilities		13,436,731						13,573,402
Stockholders’ equity		2,183,182						2,128,683
Noncontrolling interest		27,571						27,252
Total liabilities and stockholders' equity	$	15,647,484					$	15,729,337

Net interest income ⁽²⁾			$	330,570					$	314,044
Net interest spread ⁽²⁾					1.97	%					1.69	%
Net interest margin ⁽²⁾					2.99	%					2.86	%

(1)	Average balance includes non-accrual loans.

(2)

Presented on a taxable equivalent basis with annualized taxable equivalent adjustments based on the applicable corporate federal income tax rate of 21% for the periods presented. The adjustment to interest income was $1.0 million and $0.6 million for the three months ended September 30, 2025 and 2024, respectively, and $2.4 million and $1.8 million for the nine months ended September 30, 2025 and 2024, respectively.

The banking segment’s net interest margin exceeds our consolidated net interest margin shown above. Our consolidated net interest margin includes certain items that are not reflected in the calculation of our net interest margin within our banking segment and reduces our consolidated net interest margin, such as the borrowing costs of Hilltop and the yields and costs associated with certain items within interest-earning assets and interest-bearing liabilities, such as securities borrowed in the broker-dealer segment and securities loaned in the broker-dealer segment, including items related to securities financing operations that particularly decrease net interest margin. In addition, yields and costs on certain interest-earning assets, such as lines of credit extended to other operating segments by the banking segment, are eliminated from the consolidated financial statements.

On a consolidated basis, the change in net interest income during the three and nine months ended September 30, 2025, compared with the same periods in 2024, were primarily due to decreased costs of deposits from rate decreases and decreased interest costs from the redemption of certain notes payable, partially offset by decreased loans held for investment yield and interest-bearing deposits yields from rate decreases. Refer to the discussion in the “Banking Segment” section that follows for more details on the changes in net interest income, including the component changes in the volume of average interest-earning assets and interest-bearing liabilities and changes in the rates earned or paid on those items.

The provision for (reversal of) credit losses is determined by management as the amount necessary to maintain the allowance for credit losses at the amount of expected credit losses inherent within the loans held for investment portfolio. The amount of expense and the corresponding level of allowance for credit losses for loans are based on our evaluation of the collectability of the loan portfolio based on historical loss experience, reasonable and supportable forecasts, and other significant qualitative and quantitative factors. Substantially all of our consolidated provision for (reversal of) credit losses is related to the banking segment. During the three months ended September 30, 2025, the reversal of credit losses was primarily driven by changes in the U.S. economic outlook associated with collectively evaluated loans and loan portfolio changes, including changes in loan mix and risk rating grade migration, within the banking segment, partially offset by a build in the allowance related to specific reserves, since the prior quarter. The reversal of credit

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losses during the nine months ended September 30, 2025 was primarily driven by changes in the U.S. economic outlook associated with collectively evaluated loans and net charge-offs, partially offset by a build in the allowance related to loan portfolio changes and specific reserves including changes in loan mix and risk rating grade migration. Refer to the discussion under the heading “Financial Condition – Allowance for Credit Losses on Loans” for more details regarding the significant assumptions and estimates involved in estimating credit losses.

Noninterest income increased during the three months ended September 30, 2025, compared with the same period in 2024, primarily due to net increases within all of the broker-dealer segment’s business lines, a gain of $1.1 million associated with the sale of operations by the merchant bank equity investment in the first quarter of 2025 and additional gains of $1.0 million associated with certain other merchant bank equity investments, decreases of mortgage loan origination fees and net gains from sale of loans, partially offset by an increase in other mortgage production income within our mortgage origination segment. Noninterest income increased during the nine months ended September 30, 2025 compared with the same period in 2024, primarily due to an updated preliminary pre-tax gain of $28.1 million associated with the sale of operations by a merchant bank equity investment in the first quarter of 2025, while other changes between periods included net increases within the broker-dealer segment’s public finance, wealth management and fixed income business lines, partially offset by a net decrease within the broker-dealer segment’s structured finance business line, and increases in net gains from sale of loans and other mortgage production income within our mortgage loan origination segment, partially offset by a decrease of mortgage loan origination fees within our mortgage origination segment.

Noninterest expense increased during the three months ended September 30, 2025, compared with the same period in 2024, primarily due to a net increase within our broker-dealer segment associated with increases in employees’ compensation and benefits, partially offset by a decrease in other segment operating costs, a net decrease within our mortgage origination segment driven by decreases in servicing expenses and variable compensation, partially offset by an increase in non-variable compensation. Noninterest expense increased during the nine months ended September 30, 2025, compared with the same period in 2024, primarily due to an increase in employees’ compensation and benefits within corporate, net increases within our broker-dealer segment associated with increases in employees’ compensation and benefits and other segment operating costs, a net decrease within our mortgage origination segment driven by decreases in servicing expenses and other segment costs, partially offset by increases in lender paid closing costs and variable compensation associated with increased mortgage loan originations. We have experienced an increase in certain noninterest expenses during 2025 and 2024, compared with respective prior periods, including compensation, occupancy, and software costs, due to inflationary pressures. We expect such inflationary headwinds to continue and result in higher fixed costs during the remainder of 2025.

Effective income tax rates during the three months ended September 30, 2025 and 2024 were 23.2% and 22.5%, respectively, and for the nine months ended September 30, 2025 and 2024 were 23.1% and 22.5%, respectively. During the three and nine months ended September 30, 2025, the effective tax rate was higher than the applicable statutory rate primarily due to the impact of nondeductible compensation expense, other nondeductible expenses and other permanent adjustments, partially offset by investments in tax-exempt instruments. During the three and nine months ended September 30, 2024, the effective tax rate was higher than the applicable statutory rate primarily due to the impact of nondeductible expenses, nondeductible compensation expense and other permanent adjustments, partially offset by the discrete impact of restricted stock vesting during the quarter and investments in tax-exempt instruments.

Segment Results

Banking Segment

The following table presents certain information about the operating results of our banking segment (in thousands).


	Three Months Ended September 30,				Variance		Nine Months Ended September 30,				Variance
	2025		2024		2025 vs 2024		2025		2024		2025 vs 2024
Net interest income	$	96,846	$	93,536	$	3,310	$	282,315	$	277,600	$	4,715
Provision for (reversal of) credit losses		(2,621)		(1,440)		(1,181)		(592)		6,657		(7,249)
Noninterest income		11,001		10,726		275		33,703		31,884		1,819
Noninterest expense		55,778		57,557		(1,779)		166,934		171,527		(4,593)
Income before income taxes	$	54,690	$	48,145	$	6,545	$	149,676	$	131,300	$	18,376

The increase in income before income taxes during the three months ended September 30, 2025, compared with the same period in 2024, was primarily due to increases in the reversal of credit losses and net interest income and a decrease in noninterest expense. The increase in income before income taxes during the nine months ended September

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30, 2025, compared to the same period in 2024, was primarily due to a reversal of credit losses, a decrease in noninterest expense and an increase in net interest income. This decrease in noninterest expense was driven by the settlement and receipt of funds during the first quarter of 2025 that reimbursed the Bank for legal fees previously incurred. Changes to net interest income related to the component changes in the volume of average interest-earning assets and interest-bearing liabilities and changes in the rates earned or paid on those items are discussed in more detail below.

As discussed in more detail below, the banking segment's overall deposit costs decreased during the first nine months of 2025, primarily due to lower rates on interest-bearing deposits and certain customers moving funds out of our higher yielding deposit products. This cost reduction was partially offset by competitive pressures and the reallocation of funds from noninterest-bearing to interest-bearing accounts. We are continuing to actively manage our overall deposit costs and anticipate potential opportunities to further lower interest-bearing deposit rates. Future decisions on the costs of deposits will be influenced by various factors, including, but not limited to competitive pressures, broader economic conditions, the recent 25-basis point decrease in the target range for the federal funds rate in September 2025, future changes in the target range for the federal funds rate, customer behavior and our liquidity position at that time.

The information shown in the table below includes certain key indicators of the performance and asset quality of our banking segment.


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Efficiency ratio ⁽¹⁾	51.72	%	55.20	%	52.82	%	55.42	%
Return on average assets ⁽²⁾	1.34	%	1.14	%	1.21	%	1.05	%
Net interest margin ⁽³⁾	3.23	%	3.05	%	3.12	%	3.06	%
Net recoveries (charge-offs) to average loans outstanding ⁽⁴⁾	(0.01)	%	(0.15)	%	(0.09)	%	(0.13)	%

(1)	Efficiency ratio is defined as noninterest expenses divided by the sum of total noninterest income and net interest income for the period. We consider the efficiency ratio to be a measure of the banking segment’s profitability.

(2)	Return on average assets is defined as net income before noncontrolling interest divided by average assets.

(3)	Net interest margin is defined as net interest income divided by average interest-earning assets. We consider net interest margin as a key indicator of profitability, as it represents interest earned on interest-earning assets compared to interest incurred.

(4)	Net recoveries (charge-offs) to average loans outstanding is defined as the greater of recoveries or charge-offs during the reported period minus charge-offs or recoveries divided by average loans outstanding. We use the ratio to measure the credit performance of our loan portfolio.

The banking segment presents net interest margin and net interest income in the following discussion and table below on a taxable equivalent basis. Net interest margin (taxable equivalent), a non-GAAP measure, is defined as taxable equivalent net interest income divided by average interest-earning assets. Taxable equivalent adjustments are based on the applicable corporate federal income tax rate of 21% for all periods presented. The banking segment performs periodic reviews of the classification and categorization of the components impacting the calculation of net interest margin. The interest income earned on certain earning assets is completely or partially exempt from federal income tax. As such, these tax-exempt instruments typically yield lower returns than taxable investments. To provide more meaningful comparisons of net interest margins for all earning assets, we use net interest income on a taxable equivalent basis in calculating net interest margin by increasing the interest income earned on tax-exempt assets to make it fully equivalent to interest income earned on taxable investments.

During the three months ended September 30, 2025 and 2024, purchase accounting contributed 2 and 3 basis points, respectively, to the banking segment’s taxable equivalent net interest margin of 3.23% and 3.06%, respectively. During the nine months ended September 30, 2025 and 2024, purchase accounting contributed 2 and 4 basis points, respectively, to the banking segment’s taxable equivalent net interest margin of 3.12% and 3.06%, respectively. These purchase accounting items are primarily related to accretion of discount of loans associated with the Bank Transactions presented in the Consolidated Operating Results section.

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The tables below provide additional details regarding our banking segment’s net interest income (dollars in thousands).


	Three Months Ended September 30,
	2025						2024
	Average		Interest		Annualized		Average		Interest		Annualized
	Outstanding		Earned		Yield or		Outstanding		Earned		Yield or
	Balance		or Paid		Rate		Balance		or Paid		Rate
Assets
Interest-earning assets
Loans held for sale	$	(1)	$	(4)	NM		$	7,057	$	127	7.20	%
Loans held for investment, gross ⁽¹⁾		7,773,525		114,669	5.85	%		7,698,935		117,861	6.07	%
Subsidiary warehouse lines of credit		906,255		16,247	7.02	%		920,245		18,766	7.98	%
Investment securities - taxable		2,052,715		16,896	3.29	%		2,064,919		17,281	3.35	%
Investment securities - non-taxable ⁽²⁾		107,466		1,003	3.73	%		109,494		926	3.38	%
Federal funds sold and securities purchased under agreements to resell		47,635		573	4.78	%		84,493		1,197	5.62	%
Interest-bearing deposits in other financial institutions		984,433		10,921	4.40	%		1,229,597		16,910	5.46	%
Other		38,224		406	4.21	%		38,347		440	4.55	%
Interest-earning assets, gross ⁽²⁾		11,910,252		160,711	5.35	%		12,153,087		173,508	5.66	%
Allowance for credit losses		(97,894)						(114,911)
Interest-earning assets, net		11,812,358						12,038,176
Noninterest-earning assets		746,524						773,262
Total assets	$	12,558,882					$	12,811,438

Liabilities and Stockholders’ Equity
Interest-bearing liabilities
Interest-bearing deposits	$	7,837,291	$	61,947	3.14	%	$	7,685,509	$	76,273	3.94	%
Notes payable and other borrowings		272,524		1,698	2.47	%		475,309		3,557	2.97	%
Total interest-bearing liabilities		8,109,815		63,645	3.11	%		8,160,818		79,830	3.88	%
Noninterest-bearing liabilities
Noninterest-bearing deposits		2,845,843						2,971,442
Other liabilities		95,961						109,513
Total liabilities		11,051,619						11,241,773
Stockholders’ equity		1,507,263						1,569,665
Total liabilities and stockholders’ equity	$	12,558,882					$	12,811,438

Net interest income ⁽²⁾			$	97,066					$	93,678
Net interest spread ⁽²⁾					2.24	%					1.78	%
Net interest margin ⁽²⁾					3.23	%					3.06	%


	Nine Months Ended September 30,
	2025						2024
	Average		Interest		Annualized		Average		Interest		Annualized
	Outstanding		Earned		Yield or		Outstanding		Earned		Yield or
	Balance		or Paid		Rate		Balance		or Paid		Rate
Assets
Interest-earning assets
Loans held for sale	$	15,253	$	649	5.67	%	$	8,988	$	127	1.89	%
Loans held for investment, gross ⁽¹⁾		7,687,025		334,018	5.81	%		7,716,784		351,307	6.09	%
Subsidiary warehouse lines of credit		841,456		44,682	7.00	%		856,280		52,048	8.02	%
Investment securities - taxable		2,050,083		50,153	3.26	%		2,111,439		53,184	3.36	%
Investment securities - non-taxable ⁽²⁾		107,082		2,885	3.59	%		110,181		2,794	3.38	%
Federal funds sold and securities purchased under agreements to resell		52,664		1,842	4.68	%		73,556		3,121	5.67	%
Interest-bearing deposits in other financial institutions		1,312,981		43,548	4.43	%		1,214,926		49,725	5.47	%
Other		38,449		1,215	4.23	%		37,855		1,313	4.64	%
Interest-earning assets, gross ⁽²⁾		12,104,993		478,992	5.29	%		12,130,009		513,619	5.66	%
Allowance for credit losses		(101,410)						(109,970)
Interest-earning assets, net		12,003,583						12,020,039
Noninterest-earning assets		749,141						790,731
Total assets	$	12,752,724					$	12,810,770

Liabilities and Stockholders’ Equity
Interest-bearing liabilities
Interest-bearing deposits	$	7,967,873	$	190,203	3.19	%	$	7,620,040	$	224,673	3.94	%
Notes payable and other borrowings		313,549		5,913	2.52	%		489,640		10,912	2.98	%
Total interest-bearing liabilities		8,281,422		196,116	3.17	%		8,109,680		235,585	3.88	%
Noninterest-bearing liabilities
Noninterest-bearing deposits		2,883,658						3,024,169
Other liabilities		92,419						100,788
Total liabilities		11,257,499						11,234,637
Stockholders’ equity		1,495,225						1,576,133
Total liabilities and stockholders’ equity	$	12,752,724					$	12,810,770

Net interest income ⁽²⁾			$	282,876					$	278,034
Net interest spread ⁽²⁾					2.12	%					1.78	%
Net interest margin ⁽²⁾					3.12	%					3.06	%

NM	Not meaningful

(1)	Average balance includes non-accrual loans.

(2)	Presented on a taxable equivalent basis with annualized taxable equivalent adjustments based on the applicable corporate federal income tax rates of 21% for all the

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periods presented. The adjustment to interest income was $0.3 million and $0.2 million for the three months ended September 30, 2025 and 2024, respectively, and $0.6 million and $0.4 million for the nine months ended September 30, 2025 and 2024, respectively.

The banking segment’s net interest margin exceeds our consolidated net interest margin. Our consolidated net interest margin includes certain items that are not reflected in the calculation of our net interest margin within our banking segment and reduce our consolidated net interest margin, such as the borrowing costs of Hilltop and the yields and costs associated with certain items within interest-earning assets and interest-bearing liabilities, such as securities borrowed in the broker-dealer segment and securities loaned in the broker-dealer segment, including items related to securities financing operations that particularly decrease net interest margin. In addition, yields and costs on certain interest-earning assets, such as lines of credit extended to other operating segments by the banking segment, are eliminated from the consolidated financial statements.

The following table summarizes the changes in the banking segment’s net interest income for the periods indicated below, including the component changes in the volume of average interest-earning assets and interest-bearing liabilities and changes in the rates earned or paid on those items (in thousands).


	Three Months Ended September 30,						Nine Months Ended September 30,
	2025 vs. 2024						2025 vs. 2024
	Change Due To ⁽¹⁾						Change Due To ⁽¹⁾
	Volume		Yield/Rate		Change		Volume		Yield/Rate		Change
Interest income
Loans held for sale	$	(128)	$	(3)	$	(131)	$	89	$	433	$	522
Loans held for investment, gross ⁽²⁾		1,141		(4,333)		(3,192)		(1,356)		(15,933)		(17,289)
Subsidiary warehouse lines of credit ⁽³⁾		(281)		(2,238)		(2,519)		(889)		(6,477)		(7,366)
Investment securities - taxable		(103)		(282)		(385)		(1,542)		(1,489)		(3,031)
Investment securities - non-taxable ⁽⁴⁾		(17)		94		77		(78)		169		91
Federal funds sold and securities purchased under agreements to resell		(522)		(102)		(624)		(886)		(393)		(1,279)
Interest-bearing deposits in other financial institutions		(3,374)		(2,615)		(5,989)		4,012		(10,189)		(6,177)
Other		(1)		(33)		(34)		21		(119)		(98)
Total interest income ⁽⁴⁾		(3,285)		(9,512)		(12,797)		(629)		(33,998)		(34,627)

Interest expense
Deposits	$	1,507	$	(15,833)	$	(14,326)	$	10,250	$	(44,720)	$	(34,470)
Notes payable and other borrowings		(1,518)		(341)		(1,859)		(3,925)		(1,074)		(4,999)
Total interest expense		(11)		(16,174)		(16,185)		6,325		(45,794)		(39,469)

Net interest income ⁽⁴⁾	$	(3,274)	$	6,662	$	3,388	$	(6,954)	$	11,796	$	4,842

(1)	Changes attributable to both volume and yield/rate are included in yield/rate column.

(2)

Changes in the yields earned on loans held for investment, gross included declines of $0.2 million and $1.8 million, respectively, in accretion of discount on loans during the three and nine months ended September 30, 2025, compared with the same periods in 2024. Accretion of discount on loans is expected to decrease in future periods as loans acquired in the Bank Transactions are repaid, refinanced or renewed.

(3)	Subsidiary warehouse lines of credit extended to PrimeLending are eliminated from the consolidated financial statements.

(4)	Annualized taxable equivalent.

With regard to net interest income, as of September 30, 2025, the banking segment maintained an asset sensitive rate risk position, meaning the amount of its interest-earning assets maturing or repricing within a given period exceeds the amount of its interest-bearing liabilities also maturing or repricing within that time period. During a period of declining interest rates, being asset sensitive tends to result in a decrease in net interest income, but during a period of rising interest rates, being asset sensitive tends to result in an increase in net interest income. Given projected impacts on net interest income associated with the expected transition into the next phase of the interest rate cycle, we continue to evaluate our current GAP position, which may result in a repositioning of the banking segment towards a more neutral or liability sensitive balance sheet.

The increases in net interest income during the three and nine months ended September 30, 2025, compared to the same periods in 2024, as noted in the table above, were driven by decreased earnings on interest-earning assets, primarily loan and warehouse line of credit yields and investment securities, significantly offset by the decreased funding costs on our deposit products from rate decreases. The average rate paid on interest-bearing liabilities decreased 71 basis points from 3.88% for the nine months ended September 30, 2024 to 3.17% for the nine months ended September 30, 2025, while

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the average yield on interest-earning assets decreased 37 basis points from 5.66% for the nine months ended September 30, 2024 to 5.29% for the nine months ended September 30, 2025.

Our portfolio includes loans that periodically reprice or mature prior to the end of an amortized term. The extent and timing of this impact on interest income will ultimately be driven by the timing, magnitude and frequency of interest rate and yield curve movements, as well as changes in market conditions and timing of management strategies. At September 30, 2025, approximately $470 million of our floating rate loans held for investment remained at or below their applicable rate floor, exclusive of our mortgage warehouse lending program, of which approximately 45% are not scheduled to reprice for more than one year based upon agreed-upon terms. If interest rates were to continue to fall, the impact on our interest income for certain variable-rate loans would be limited by these rate floors. If interest rates rise, yields on the portion of our loan portfolio that remain at applicable rate floors would rise more slowly than increases in market interest rates, unless such loans are refinanced or repaid. Competition for loan growth could also continue to put pressure on new loan origination rates.

Additionally, within our banking segment, the composition of the deposit base and ultimate cost of funds on deposits and net interest income are affected by the level of market interest rates, the interest rates and products offered by competitors, the volatility of equity markets and other factors. Deposit products and pricing structures relative to the market are regularly evaluated to maintain competitiveness over time. As discussed above, our cost of deposits decreased during the three and nine months ended September 30, 2025, compared to the same periods of 2024. We expect such costs during the remainder of 2025 will continue to be influenced by various factors, including, but not limited to competitive pressures, broader economic conditions, the recent 25-basis point decrease in the target range for the federal funds in September 2025, future changes in the target range for the federal funds rate, customer behavior and our liquidity position at that time. The Bank’s deposit base primarily includes a combination of commercial, wealth and public funds deposits, without a high level of industry concentration. At September 30, 2025, total estimated uninsured deposits were $5.7 billion, or approximately 54% of total deposits, while estimated uninsured deposits, excluding collateralized deposits of $592.1 million and internal accounts of $370.2 million, were $4.8 billion, or approximately 45% of total deposits.

Refer to the discussion in the “Liquidity and Capital Resources – Banking Segment” section that follows for more detail regarding the Bank’s activities regarding deposits, available liquidity and borrowing capacity.

To help mitigate net interest income spread volatility between our assets and liabilities, management maintains derivative trades, as either cash flow hedges or fair value hedges, that better align repricing characteristics. Despite having these hedges in place, changes in interest rates across the term structure may continue to impact net interest income and net interest margin. The impact of rate movements will change with the shape of the yield curve, including any changes in steepness or flatness and inversions at any points on the yield curve.

The banking segment retained approximately $44.9 million and $7.3 million in mortgage loans originated by the mortgage origination segment during the three months ended September 30, 2025 and 2024, respectively, and $150.6 million and $79.2 million in mortgage loans originated by the mortgage origination segment during the nine months ended September 30, 2025 and 2024, respectively. These loans are purchased by the banking segment at par. For origination services provided, the banking segment reimburses the mortgage origination segment for direct origination costs associated with these mortgage loans, in addition to payment of a correspondent fee. The correspondent fees are eliminated in consolidation. The determination of mortgage loan retention levels by the banking segment will be impacted by, among other things, an ongoing review of the prevailing mortgage rates, balance sheet positioning at Hilltop and the banking segment’s outlook for commercial loan growth.

The banking segment’s provision for (reversal of) credit losses has been subject to significant year-over-year and quarterly changes primarily attributable to the effects of changes in economic outlook, macroeconomic forecast assumptions and the resulting impact on reserves. During the three months ended September 30, 2025, the reversal of credit losses was primarily driven by changes in the U.S. economic outlook associated with collectively evaluated loans and loan portfolio changes, including changes in loan mix and risk rating grade migration, partially offset by a build in the allowance related to specific reserves, since the prior quarter. The reversal of credit losses during the nine months ended September 30, 2025 was primarily driven by changes in the U.S. economic outlook associated with collectively evaluated loans and net charge-offs, partially offset by a build in the allowance related to loan portfolio changes and specific reserves, including changes in loan mix and risk rating grade migration. The net impact to the allowance of changes associated with collectively evaluated loans during the three and nine months ended September 30, 2025

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included a reversal of credit losses of $7.2 million and $8.6 million, respectively, while individually evaluated loans during the three and nine months ended September 30, 2025 included a provision for credit losses of $4.6 million and $8.0 million, respectively. The changes in the allowance for credit losses during the noted periods also reflected other factors including, but not limited to, loan mix, and changes in loan balances and qualitative factors from the prior quarter, as well as the economic scenario change during the second quarter of 2025. The changes in the allowance for credit losses during the three and nine months ended September 30, 2025 were also impacted by net charge-offs of $0.3 million and $5.4 million, respectively. Refer to the discussion in the “Financial Condition – Allowance for Credit Losses on Loans” section that follows for more details regarding the significant assumptions and estimates involved in estimating credit losses.

During the three months ended September 30, 2024, the reversal of credit losses was primarily driven by net charge-offs and loan portfolio changes, including a change in the macroeconomic outlook scenario utilized, associated with collectively evaluated loans, partially offset by a build in the allowance related to specific reserves within the banking segment since the prior quarter. The increase in the provision for credit losses during the nine months ended September 30, 2024 reflected a build in the allowance related to specific reserves and loan portfolio changes within the banking segment since the prior period, partially offset by the change in the macroeconomic outlook scenario utilized. The net impact to the allowance of changes associated with individually evaluated loans during the three and nine months ended September 30, 2024 included a provision for credit losses of $1.2 million and $13.3 million, respectively, while collectively evaluated loans included a reversal of credit losses of $2.5 million and $6.5 million, respectively. The changes in the allowance for credit losses during the three and nine months ended September 30, 2024 were also impacted by net charge-offs of $2.9 million and $7.3 million, respectively. The changes in the allowance for credit losses during the noted periods also reflected other factors including, but not limited to, loan growth, loan mix and changes in risk grades and qualitative factors from the prior quarter.

The banking segment’s noninterest income increased during the nine months ended September 30, 2025, compared to the same period in 2024, primarily due to the receipt of a legal restitution payment during the second quarter of 2025 that compensated the Bank for previously incurred losses.

The banking segment’s noninterest expense decreased during the three months ended September 30, 2025, compared to the same period in 2024, primarily due to a decrease in occupancy and equipment expenses, partially offset by an increase in professional fees. During the nine months ended September 30, 2025, compared to the same period in 2024, noninterest expense declined primarily due to decreases in professional fees and occupancy and equipment expenses, partially offset by an increase in employees’ compensation and benefits. The decrease in professional fees during the nine months ended September 30, 2025 was driven by the settlement and receipt of $6.5 million during the first quarter of 2025 that reimbursed the Bank for legal fees previously incurred.

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Broker-Dealer Segment

The following table provides additional details regarding our broker-dealer segment operating results (in thousands).


	Three Months Ended September 30,				Variance		Nine Months Ended September 30,				Variance
	2025		2024		2025 vs 2024		2025		2024		2025 vs 2024
Net interest income:
Wealth management:
Securities lending	$	1,745	$	927	$	818	$	5,700	$	4,086	$	1,614
Clearing services		2,167		2,601		(434)		6,960		7,918		(958)
Structured finance ⁽¹⁾		2,622		2,505		117		8,035		6,358		1,677
Fixed income services ⁽¹⁾		61		(504)		565		34		(2,104)		2,138
Other ⁽¹⁾		6,067		6,880		(813)		16,652		20,638		(3,986)
Total net interest income		12,662		12,409		253		37,381		36,896		485
Noninterest income:
Securities commissions and fees by business line ⁽²⁾:
Fixed income services ⁽¹⁾		3,565		4,704		(1,139)		12,001		14,792		(2,791)
Wealth management:
Retail ⁽¹⁾		21,140		17,416		3,724		60,306		54,311		5,995
Clearing services		9,103		8,616		487		26,917		26,642		275
Structured finance ⁽¹⁾		8,666		4,838		3,828		18,395		10,930		7,465
Other ⁽¹⁾		464		1,434		(970)		1,757		3,380		(1,623)
		42,938		37,008		5,930		119,376		110,055		9,321
Investment and securities advisory fees and commissions by business line:
Public finance services ⁽¹⁾		37,524		29,248		8,276		93,713		70,482		23,231
Fixed income services ⁽¹⁾		3,552		3,087		465		5,210		5,988		(778)
Wealth management:
Retail		11,015		9,019		1,996		31,232		26,457		4,775
Clearing services		631		467		164		1,745		1,355		390
Structured finance ⁽¹⁾		534		337		197		1,685		934		751
Other		93		90		3		254		252		2
		53,349		42,248		11,101		133,839		105,468		28,371
Other:
Structured finance ⁽¹⁾		19,175		22,097		(2,922)		39,193		60,865		(21,672)
Fixed income services ⁽¹⁾		12,836		6,970		5,866		24,325		18,872		5,453
Other ⁽¹⁾		3,534		3,526		8		8,538		13,220		(4,682)
		35,545		32,593		2,952		72,056		92,957		(20,901)
Total noninterest income		131,832		111,849		19,983		325,271		308,480		16,791
Net revenue ⁽³⁾		144,494		124,258		20,236		362,652		345,376		17,276
Noninterest expense:
Variable compensation ⁽⁴⁾		50,756		42,569		8,187		120,210		110,578		9,632
Non-variable compensation and benefits		36,241		33,343		2,898		108,344		100,973		7,371
Segment operating costs ⁽⁵⁾		31,025		31,352		(327)		92,013		90,687		1,326
Total noninterest expense		118,022		107,264		10,758		320,567		302,238		18,329

Income before income taxes	$	26,472	$	16,994	$	9,478	$	42,085	$	43,138	$	(1,053)

(1)	Noted balances during the prior period include certain reclassifications due to the restructuring of certain business lines to conform to current period presentation.

(2)

Securities commissions and fees includes income from FDIC sweep investments with the banking segment of $4.2 million and $6.6 million during the three months ended September 30, 2025 and 2024, respectively, and $13.9 million and $19.7 million during the nine months ended September 30, 2025 and 2024, respectively, that is eliminated in consolidation.

(3)

Net revenue is defined as the sum of total net interest income and total noninterest income. We consider net revenue to be a key performance measure in the evaluation of the broker-dealer segment’s financial position and operating performance as we believe it is the primary revenue performance measure used by investors and analysts. Net revenue provides for some level of comparability of trends across the financial services industry as it reflects both noninterest income, including investment and securities advisory fees and commissions, as well as net interest income. Internally, we assess the broker-dealer segment’s performance on a net revenue basis for comparability with our banking segment.

(4)	Variable compensation represents performance-based commissions and incentives.

(5)	Segment operating costs include provision for (reversal of) credit losses associated with the broker-dealer segment within other noninterest expenses.

The increases in net revenue and income before income taxes for the three months ended September 30, 2025, compared with the same period in 2024, were primarily due to improved revenues within all business lines. The increase in net revenues in the broker-dealer segment’s public finance services business line was primarily due to improved fees earned from banking services. The increase in the fixed income business line’s net revenues was due primarily to improved revenue earned on municipal trading activities. The increase in the wealth management business line’s net revenue was driven by an increase in advisory fees revenues generated from customer assets under management. The increase in the structured finance business line’s net revenues was primarily due to an increase in commissions earned on the sale of agricultural insurance products. Income before income taxes for the three months ended September 30, 2025 was impacted by the increases in net revenue as described above and a net increase in noninterest expense.

The increase in net revenue and the decrease in income before income taxes for the nine months ended September 30, 2025, compared with the same period in 2024, were primarily due to improved period-over-period results within our public finance services, fixed income services and wealth management business lines, partially offset by a decline in period-over-period results within our structured finance business line. The increase in net revenues in the broker-dealer

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segment’s public finance services business line was primarily due to improved fees earned from banking services. The increase in fixed income services business line’s net revenues was primarily due to market conditions resulting in the increase in earnings from fixed income sales and trading activities, in particular, from municipal products. The increase in the wealth management business line’s net revenue was driven by an increase in advisory fees revenues generated from customer assets under management. The decrease in the structured finance business line’s net revenues was primarily due to a decrease in trading gains from the to-be-announced (“TBA”) business partially offset by commissions earned on commodities and securitized mortgage-backed securities transactions. Income before income taxes for the nine months ended September 30, 2025 was impacted by the changes in net revenue as described above and a net increase in noninterest expense.

The broker-dealer segment is subject to interest rate risk as a consequence of maintaining inventory positions, trading in interest rate sensitive financial instruments and maintaining a matched stock loan book. Changes in interest rates are likely to have a meaningful impact on our overall financial performance. Our broker-dealer segment has historically earned a significant portion of its revenues from advisory fees upon the successful completion of client transactions, which could be adversely impacted by interest rate volatility. Rapid or significant changes in interest rates could adversely affect the broker-dealer segment’s bond trading, sales, underwriting activities and other interest spread-sensitive activities. The broker-dealer segment also receives administrative fees for providing money market and FDIC investment alternatives to clients, which tend to be sensitive to short-term interest rates. In addition, the profitability of the broker-dealer segment depends, to an extent, on the spread between revenues earned on customer loans and excess customer cash balances, and the interest expense paid on customer cash balances, as well as the interest revenue earned on trading securities, net of financing costs. The broker-dealer segment is also exposed to interest rate risk through its structured finance business line, which is dependent on mortgage loan production that tends to be adversely impacted by interest rate volatility that may result in valuation-related adjustments.

In the broker-dealer segment, interest is earned from securities lending activities, interest charged on customer margin loan balances and interest earned on trading securities used to support sales, underwriting and other customer activities. The increase in net interest income during the three months ended September 30, 2025, compared with the same period in 2024, was primarily due to the increase in net interest income earned from our stock lending activities. During the nine months ended September 30, 2025, compared with the same period in 2024, along with the increase in our stock lending activities, the broker-dealer segment experienced an increase in net interest earned on inventory positions within the fixed income services and structured finance business lines, partially offset by the net interest earned on our correspondent inventory positions.

Noninterest income increased during the three and nine months ended September 30, 2025, compared with the same periods in 2024, due to increases in securities commissions and fees and investment and securities advisory fees for both comparable periods and an increase in other income for the three months ended September 30, 2025 with a partial offset for the nine months ended September 30, 2025 for the decrease in other income.

Securities commissions and fees increased during the three and nine months ended September 30, 2025, compared with the same periods in 2024, primarily due to increases in commodities and insurance product sales commissions.

Investment and securities advisory fees and commissions increased during the three and nine months ended September 30, 2025, compared with the same periods in 2024, primarily due to increases in fees earned from managed assets and public finance services.

The increase in other noninterest income during the three months ended September 30, 2025, compared with the same periods in 2024 is due primarily to the increases in earnings from fixed income sales and trading activities, in particular, municipal products by our fixed income services business line, partially offset by a reduction in trading gains earned from our structured finance business line due to less favorable market. The decrease in other noninterest income during the nine months ended September 30, 2025, compared with the same period in 2024 is due primarily to the decrease in trading gains earned from our structured finance business line discussed above, and a second quarter 2024 distribution received on investments that did not recur in the current period, partially offset by the increase in the earnings from our fixed income services line of business as discussed above.

The increases in noninterest expense during the three and nine months ended September 30, 2025, compared with the same periods in 2024, were primarily due to increases in employee benefits, primarily employee health insurance and

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severance expenses and for the nine months ended September 30, 2025 increases in quotation, advertising and asset management fee expenses, partially offset by decreases in legal and clearing expenses.

Selected information concerning the broker-dealer segment, including key performance indicators, follows (dollars in thousands).


	Three Months Ended September 30,						Nine Months Ended September 30,
	2025				2024		2025				2024
Total compensation as a % of net revenue ⁽¹⁾		60.2	%		61.1	%		63.0	%		61.3	%
Pre-tax margin ⁽²⁾		18.3	%		13.7	%		11.6	%		12.5	%
FDIC insured program balances at the Bank (end of period)							$	325,341		$	762,209
Other FDIC insured program balances (end of period)							$	1,431,550		$	1,034,984
Customer funds on deposit, including short credits (end of period)							$	206,506		$	224,538

Public finance services:
Number of issues ⁽³⁾		311			285			793			723
Aggregate amount of offerings ⁽³⁾	$	27,242,620		$	24,131,170		$	64,714,409		$	52,512,668

Structured finance:
Lock production/TBA volume	$	1,240,860		$	2,512,400		$	3,206,571		$	3,961,102

Fixed income services:
Total volumes	$	53,873,752		$	95,389,537		$	149,891,754		$	298,689,423
Net inventory (end of period)							$	509,278		$	493,009

Wealth management (Retail and Clearing services groups):
Retail employee representatives (end of period)								91			91
Independent registered representatives (end of period)								156			169
Correspondents (end of period)								92			102
Correspondent receivables (end of period)							$	67,919		$	124,541
Customer margin balances (end of period)							$	256,231		$	210,670

Wealth management (Securities lending group):
Interest-earning assets - stock borrowed (end of period) ⁽³⁾							$	1,420,701		$	1,078,368
Interest-bearing liabilities - stock loaned (end of period)							$	1,412,381		$	1,066,651

(1)	Total compensation includes the sum of non-variable compensation and benefits and variable compensation. We consider total compensation as a percentage of net revenue to be a key performance measure and indicator of segment profitability.

(2)	Pre-tax margin is defined as income before income taxes divided by net revenue. We consider pre-tax margin to be a key performance measure given its use as a profitability metric representing the percentage of net revenue earned that results in a profit.

(3)	Noted balances during all prior periods include certain reclassifications to conform to current period presentation.

Mortgage Origination Segment

The following table presents certain information regarding the operating results of our mortgage origination segment (in thousands).


	Three Months Ended September 30,				Variance		Nine Months Ended September 30,				Variance
	2025		2024		2025 vs 2024		2025		2024		2025 vs 2024
Net interest expense	$	(2,051)	$	(4,417)	$	2,366	$	(5,749)	$	(13,240)	$	7,491
Noninterest income		76,608		79,922		(3,314)		234,631		239,489		(4,858)
Noninterest expense		81,791		84,223		(2,432)		241,187		250,067		(8,880)
Loss before income taxes	$	(7,234)	$	(8,718)	$	1,484	$	(12,305)	$	(23,818)	$	11,513

The mortgage lending business is subject to variables that can impact loan origination volume, including seasonal transaction volumes and interest rate fluctuations. Historically, the mortgage origination segment has experienced increased loan origination volume from home purchases during the spring and summer months to varying degrees, when more people tend to move and sell or buy homes. A decrease in mortgage interest rates tends to result in increased loan origination volume from refinancings, while an increase in mortgage interest rates tends to result in decreased loan origination volume from refinancings. Changes in mortgage interest rates have historically had a lesser impact on home purchases volume than on refinancing volume. During the first six months of 2025, mortgage interest rates fluctuated slightly, reflecting the impact of mixed economic signals and inflation trends. A modest decline in mortgage interest rates began during the third quarter of 2025, driven by expectations of a cut in the federal funds target rate and weakening labor data. Historical seasonal increases in loan origination volume from home purchases during the second and third quarters of 2025 were muted due to the uncertainty in the general economy and the mortgage markets. The mortgage origination segment experienced a minor increase in refinancings as a percentage of total loan origination volume during the nine months ended September 30, 2025, when compared to the same period in 2024. See details regarding loan origination volume in the table below.

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Recent trends, as well as typical historical patterns in loan origination volume from home purchases and refinancings because of movements in mortgage interest rates, may not be indicative of future loan origination volumes. During 2024 and through the first nine months of 2025, certain events initially triggered as early as 2022 have continued to challenge total mortgage market origination volumes because of their effect on the economy, including an increase in average interest rates during this period when compared to the average of the three years prior to 2023, the Federal Reserve’s actions and communications, and geopolitical events. During the nine months ended September 30, 2025, the United States government’s position on increasing tariffs on foreign imports and reciprocal tariffs imposed by numerous United States foreign trading partners on United States exports and the government’s passage of a comprehensive tax and spending bill have added to uncertainties associated with the economy. These events have adversely impacted the willingness and ability of some mortgage origination segment’s customers to conduct mortgage transactions. While prolonged shortages of home inventories have shown some improvement during the second and third quarters of 2025, affordability challenges, in addition to uncertainties about the economy, continue to negatively impact customers’ abilities to purchase homes. Between September 2024 and December 2024, the Federal Reserve cut the target range for the federal funds rate by 100 basis points to 4.25% - 4.5%. These were the first reductions since March 2022 when the target range was 0.25% - 0.50%. In September 2025, the Federal Reserve cut the target range for the federal funds rate by 25-basis points, the first rate reduction in 2025. Since this rate cut occurred during the later part of the third quarter of 2025, it had minimal impact on loan origination volumes during the nine months ended September 30, 2025. Despite the reduction in the federal fund rates during 2024, average mortgage interest rates increased during the first six months of 2025, when compared to the fourth quarter of 2024. We expect loan production during the fourth quarter of 2025 to decrease compared to the third quarter of 2025, consistent with historical trends. During the third quarter of 2025, PrimeLending reduced a portion of its underwriting, loan fulfillment, operations and corporate headcount to address current mortgage market production challenges. Anticipated annual savings associated with these reductions approximate $4.4 million.

PrimeLending continues to evaluate its cost structure to address the current mortgage environment and we believe that ongoing cost-saving initiatives are critical to improving PrimeLending’s short- and long-term financial condition and operating results. Due to conditions and challenges discussed in detail within this section of segment results, the mortgage origination segment experienced operating losses during 2024 and the first and third quarters of 2025. While the mortgage origination segment reported income before income taxes during the second quarter of 2025, an operating loss would have been experienced if not for the receipt by PrimeLending of $9.5 million associated with prior legal settlements. In light of these current macroeconomic challenges in the mortgage industry including tight housing inventories and mortgage interest rate levels, the fair value of the mortgage origination reporting unit may decline, and we may be required to record a goodwill impairment charge. These conditions will continue to be considered during future impairment evaluations of goodwill.

As a Government National Mortgage Association (“GNMA”) approved lender, we are subject to minimum capital, leverage, net worth and liquidity requirements established by the Department of Housing and Urban Development (“HUD”) and GNMA, including timely reporting if a quarter’s operating loss exceeds more than 20% of its previous quarter or year-end net worth (the “operating loss ratio”) and/or if a quarter’s leverage ratio is below 6% (the “GNMA leverage ratio”). If this occurs, certain additional financial reporting submissions are required. During the first quarter of 2024, the HUD operating loss ratio was 22.6%, while during the second quarter of 2024, PrimeLending reported a HUD operating gain. During the third and fourth quarters of 2024 and the first and third quarters of 2025, the operating loss ratios were below the 20% threshold at 14.4%, 16.6%, 12.9% and 10.3%, respectively. PrimeLending reported a HUD operating gain during the second quarter of 2025. During the first and second quarters of 2024, the GNMA leverage ratio was 5.56% and 4.41%, respectively. Including two $10 million capital infusions received by PrimeLending from its parent company, PlainsCapital Bank, in September and December 2024, the GNMA leverage ratio increased to 6.38% and 6.36% during the third and fourth quarters of 2024, respectively. During the three and nine months ended September 30, 2025, PrimeLending received additional capital infusions from PlainsCapital Bank totaling $5 million and $20 million, respectively, and the GNMA leverage ratio remained above the required 6% at 7.12%, 6.30% and 7.35% during the first, second and third quarters of 2025, respectively. Any of these trends requiring notification to GNMA and HUD have been reported to those entities, respectively. Such capital infusions are possible in future periods, including those in the near-term, based on various factors including PrimeLending’s financial performance.

In addition, as a Federal National Mortgage Association (“FNMA”) and Federal Home Loan Mortgage Corporation (“FHLMC”) approved lender, we are subject to certain minimum capital, net worth and liquidity requirements established by FNMA and FHLMC, including maintaining a minimum capital ratio of 6% (the “FNMA/FHLMC capital ratio”). During the first quarter of 2024, the FNMA/FHLMC capital ratio exceeded the required 6%, however during the

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second quarter of 2024, the FNMA/FHLMC capital ratio decreased to 5.52%. During the third and fourth quarters of 2024 and the first, second and third quarters of 2025, the capital ratio, including the capital infusions previously noted, exceeded the required 6%. FNMA and FHLMC may also monitor additional financial performance trends at their discretion, including risk-based analyses focused on loans that the mortgage origination segment is currently responsible for representations and warranties that agency loans sold meet certain requirements, including representations as to underwriting standards and the validity of certain borrower representations in connection with the loan. One FNMA discretionary performance trend monitors the change in adjusted net worth during the prior twelve months. FNMA’s acceptable threshold for this performance trend is less than minus 30%, but is only considered if a company has four consecutive quarterly losses. During the first, second, third and fourth quarters of 2024, PrimeLending experienced four consecutive quarterly losses; the loss ratio during these periods were 37.5%, 28.9%, 23.9% and 13.7%, respectively. PrimeLending also recognized four consecutive quarterly losses during the first quarter of 2025, when the loss ratio was 10.5%. During the second quarter of 2025 PrimeLending reported an operating gain. PrimeLending reported a loss during the third quarter of 2025. Any of these trends requiring notification to FNMA and FHLMC have been reported to those entities, respectively.

The loss before income taxes decreased during the three and nine months ended September 30, 2025, compared with the same periods in 2024. The decreases were primarily the result of decreases in noninterest expense and net interest expense, partially offset by declines in noninterest income.

During 2022 and continuing through the fourth quarter of 2023, the average quarterly U.S. 10-Year Treasury Rate and mortgage interest rates increased significantly. During 2024 and the first nine months of 2025 both rates fluctuated modestly. More specifically average interest rates during the nine months ended September 30, 2025 were relatively flat compared to average interest rates during the same period in 2024. A modest decline in mortgage interest rates began during the third quarter of 2025. Refinancing volume as a percentage of total origination volume was higher during the three and nine months ended September 30, 2025 at 11.7% and 11.5%, respectively, as compared to 9.2% and 8.1%, respectively, during the same periods in 2024. Although we anticipate a slightly higher percentage of refinancing volume relative to total loan origination volume during 2025, as compared to 2024, an even higher refinance percentage could be driven by a slowing of purchase volume due to the negative impact on new and existing home sales resulting from buyers’ concerns regarding economic uncertainties and affordability challenges related to new home construction, and/or an increase in all-cash buyers.

The mortgage origination segment primarily originates its mortgage loans through a retail channel, with limited lending through its affiliated business arrangements (“ABAs”). For the nine months ended September 30, 2025, funded volume through ABAs was approximately 13% of the mortgage origination segment’s total loan volume. Currently, PrimeLending owns a greater than 50% membership interest in two ABAs. We expect total production within the ABA channel to continue to approximate 15% of loan volume of the mortgage origination segment during the remainder of 2025.

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The following table provides further details regarding our mortgage loan originations and sales for the periods indicated below (dollars in thousands). Loan volumes associated with mortgage loan transactions facilitated between PrimeLending and third-party mortgage lenders when requested products are not offered by PrimeLending are included in mortgage loan origination units and volume and are not included in mortgage loan sales volume below.


	Three Months Ended September 30,										Nine Months Ended September 30,
	2025				2024						2025				2024
			% of				% of			Variance			% of				% of			Variance
	Amount		Total		Amount		Total			2025 vs 2024	Amount		Total		Amount		Total			2025 vs 2024
Mortgage Loan Originations - units		7,042				7,270				(228)		19,849				20,119				(270)

Mortgage Loan Originations - volume:
Conventional	$	1,293,905	56.34	%	$	1,434,323	62.16	%	$	(140,418)	$	3,618,881	55.92	%	$	3,874,308	60.89	%	$	(255,427)
Government		510,060	22.21	%		467,082	20.24	%		42,978		1,469,009	22.70	%		1,353,183	21.27	%		115,826
Jumbo		130,990	5.70	%		110,139	4.77	%		20,851		406,171	6.28	%		321,462	5.05	%		84,709
Other		361,749	15.75	%		295,919	12.83	%		65,830		977,503	15.10	%		814,294	12.79	%		163,209
	$	2,296,704	100.00	%	$	2,307,463	100.00	%	$	(10,759)	$	6,471,564	100.00	%	$	6,363,247	100.00	%	$	108,317

Home purchases	$	2,027,568	88.28	%	$	2,096,009	90.84	%	$	(68,441)	$	5,724,818	88.46	%	$	5,850,106	91.94	%	$	(125,288)
Refinancings		269,136	11.72	%		211,454	9.16	%		57,682		746,746	11.54	%		513,141	8.06	%		233,605
	$	2,296,704	100.00	%	$	2,307,463	100.00	%	$	(10,759)	$	6,471,564	100.00	%	$	6,363,247	100.00	%	$	108,317

Texas	$	667,828	29.08	%	$	692,919	30.03	%	$	(25,091)	$	1,932,461	29.86	%	$	1,979,994	31.12	%	$	(47,533)
California		182,705	7.96	%		183,239	7.94	%		(534)		504,230	7.79	%		499,387	7.85	%		4,843
South Carolina		125,057	5.45	%		112,023	4.85	%		13,034		365,188	5.64	%		336,242	5.28	%		28,946
Missouri		96,581	4.21	%		95,882	4.16	%		699		277,242	4.28	%		278,985	4.38	%		(1,743)
New York		104,170	4.54	%		115,987	5.03	%		(11,817)		266,351	4.12	%		269,159	4.23	%		(2,808)
Florida		91,979	4.00	%		77,800	3.37	%		14,179		252,877	3.91	%		242,934	3.82	%		9,943
Ohio		83,036	3.62	%		73,053	3.17	%		9,983		214,041	3.31	%		192,029	3.02	%		22,012
Arizona		61,995	2.70	%		76,291	3.31	%		(14,296)		197,832	3.06	%		203,943	3.21	%		(6,111)
Washington		69,396	3.02	%		68,010	2.95	%		1,386		184,743	2.85	%		180,112	2.83	%		4,631
Massachusetts		44,486	1.94	%		40,194	1.74	%		4,292		131,628	2.03	%		83,249	1.31	%		48,379
All other states		769,471	33.48	%		772,065	33.45	%		(2,594)		2,144,971	33.14	%		2,097,213	32.95	%		47,758
	$	2,296,704	100.00	%	$	2,307,463	100.00	%	$	(10,759)	$	6,471,564	99.99	%	$	6,363,247	100.00	%	$	108,317

Mortgage Loan Sales - volume:
Third parties	$	2,175,245	97.98	%	$	2,562,350	99.71	%	$	(387,105)	$	5,949,350	97.53	%	$	6,079,164	98.71	%	$	(129,814)
Banking segment		44,881	2.02	%		7,328	0.29	%		37,553		150,621	2.47	%		79,213	1.29	%		71,408
	$	2,220,126	100.00	%	$	2,569,678	100.00	%	$	(349,552)	$	6,099,971	100.00	%	$	6,158,377	100.00	%	$	(58,406)

We consider the mortgage origination segment’s total loan origination volume to be a key performance measure. Loan origination volume is central to the segment’s ability to generate income by originating and selling mortgage loans, resulting in net gains from the sale of loans, mortgage loan origination fees, and other mortgage production income. Total loan origination volume is a measure utilized by management, our investors, and analysts in assessing market share and growth of the mortgage origination segment.

The mortgage origination segment’s total loan origination volume decreased 0.5% and increased 1.7% during the three and nine months ended September 30, 2025, respectively, compared to the same periods in 2024, while the loss before income taxes decreased 17.0% and 48.3% during the same periods, respectively. The decrease in loss before income taxes during the three months ended September 30, 2025, compared to the same period in 2024, was primarily due to decreases in the loss on the change in the net fair value and related derivative activity related to interest rate lock commitments, loan held for sale and mortgage servicing rights assets. These positive changes were partially offset by unfavorable decreases in mortgage loan origination fees and other related income, net gains on sale of loans, and servicing fee income. The decrease during the nine months ended September 30, 2025, when compared to the same period in 2024, was primarily due to the receipt by PrimeLending of $9.5 million under multiple Settlement Agreements in April 2025. Additionally, contributing to the decrease were favorable decreases in the loss on change in the net fair value and related derivative activity associated with mortgage servicing rights assets, servicing fee expense and net interest expense. These positive changes were partially offset by unfavorable decreases in servicing fee income, and mortgage loan origination fees and other related income.

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The information shown in the table below includes certain additional key performance indicators for the mortgage origination segment.


	Three Months Ended September 30,					Nine Months Ended September 30,
		2025		2024		2025			2024
Net gains from mortgage loan sales (basis points):
Loans sold to third parties ⁽¹⁾		226		218			224			219
Broker fee income ⁽²⁾		13		6			11			7
Impact of loans retained by banking segment		(5)		—			(6)			(3)
As reported		234		224			229			223
Variable compensation as a percentage of total compensation		54.4	%	55.9	%		52.7	%		52.0	%
Mortgage servicing rights asset ($000's) (end of period) ⁽³⁾						$	12,273		$	45,742

(1)

Net gains from mortgage loans sold to third parties reflects provisions for anticipated indemnification claims and penalties for early payoff of loans which had the effect of lowering such net gains from mortgage loans sold to third parties by 9 basis points and 7 basis points during the three months ended September 30, 2025 and 2024, respectively, and 10 basis points and 6 basis points during the nine months ended September 30, 2025 and 2024, respectively.

(2)	Broker fee income is earned by the mortgage origination segment for facilitating mortgage loan transactions between PrimeLending customers and third-party mortgage lenders when the requested loan products are not offered by PrimeLending.

(3)	Reported on a consolidated basis and therefore does not include mortgage servicing rights assets related to loans serviced for the banking segment, which are eliminated in consolidation.

Net interest expense was comprised of interest income earned on loans held for sale offset by interest incurred on warehouse lines of credit with the Bank, and related intercompany financing costs. Net interest expense decreased during the three and nine months ended September 30, 2025, as compared to the same periods in 2024, primarily due to a decline in the negative net interest margin.

Noninterest income was comprised of the items set forth in the table below (in thousands).


	Three Months Ended September 30,				Variance		Nine Months Ended September 30,				Variance
	2025		2024		2025 vs 2024		2025		2024		2025 vs 2024
Net gains from sale of loans	$	51,911	$	57,456	$	(5,545)	$	139,555	$	137,338	$	2,217
Mortgage loan origination fees and other related income		24,849		32,119		(7,270)		76,038		92,955		(16,917)
Other mortgage production income:
Change in net fair value and related derivative activity:
IRLCs and loans held for sale		(264)		(8,332)		8,068		8,356		6,975		1,381
Mortgage servicing rights asset		(603)		(5,473)		4,870		(1,151)		(18,628)		17,477
Servicing fees		715		4,152		(3,437)		2,318		20,849		(18,531)
Other		—		—		—		9,515		—		9,515
Total noninterest income	$	76,608	$	79,922	$	(3,314)	$	234,631	$	239,489	$	(4,858)

Net gains from sale of loans decreased 9.6% and increased 1.6%, while total loans sales volume decreased 13.6% and was relatively flat during the three and nine months ended September 30, 2025, respectively, compared with the same periods in 2024. During the three months ended September 30, 2025, the decrease in net gains from sales of loans was the result of a decrease in mortgage loan sale volume, partially offset by a slightly higher average loan sale margin, while during the nine months ended September 30, 2025 the slight increase was primarily related to a minimal increase in average loan sale margin as mortgage loan sale volume remained relatively flat.

Mortgage loan origination fees decreased 22.6% and 18.2% during the three and nine months ended September 30, 2025, respectively, compared with the same periods in 2024. During both periods, the decrease was primarily the result of a decrease in average mortgage loan origination fees, as loan origination volume remained relatively flat during the three and nine months ended September 30, 2025, compared to the same periods in 2024.

In April 2025, PrimeLending entered into multiple legal settlements related to a matter whereby PrimeLending received an aggregate of $9.5 million from the respective parties. The full amount associated with the legal settlements was recorded within other noninterest income during the second quarter of 2025.

Fluctuations in mortgage loan origination fees and net gains on sale of loans are not always aligned with fluctuations in loan origination and loan sale volumes, respectively, since customers may opt to pay PrimeLending discount fees on their mortgage loans, which are included in mortgage loan origination fees, in exchange for a lower interest rate, which decreases the value of a loan in the secondary market.

We consider the mortgage origination segment’s net gains from sale of loans margin, in basis points, to be a key performance measure. Net gains from mortgage loan sales margin is defined as net gains from sale of loans divided by mortgage loan sales volume. The net gains from sale of loans is central to the segment’s generation of income and may

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include loans sold to third parties and loans sold to and retained by the banking segment. For origination services provided, the mortgage origination segment was reimbursed direct origination costs associated with loans retained by the banking segment, in addition to payment of a correspondent fee. The reimbursed origination costs and correspondent fees are included in the mortgage origination segment operating results, and the correspondent fees are eliminated in consolidation. Loan volumes to be originated on behalf of and retained by the banking segment are evaluated each quarter. Loans sold to and retained by the banking segment during the three months ended September 30, 2025 and 2024 were $44.9 million and $7.3 million, respectively, and $150.6 million and $79.2 million during the nine months ended September 30, 2025 and 2024, respectively. Loan volumes to be originated on behalf of and retained by the banking segment are expected to be impacted by, among other things, an ongoing review of the prevailing mortgage rates, balance sheet positioning at Hilltop and the banking segment’s outlook for commercial loan growth.

Noninterest income included changes in the net fair value of the mortgage origination segment’s interest rate lock commitments (“IRLCs”) and loans held for sale and the related activity associated with forward commitments used by the mortgage origination segment to mitigate interest rate risk associated with its IRLCs and mortgage loans held for sale (“net fair value of IRLCs and loans held for sale”). The slight decrease in net fair value of IRLCs and loans held for sale during the three months ended September 30, 2025, was the result of a decrease in the total volume of individual IRLCs and loans held for sale, which was almost entirely offset by an increase in the average value of individual IRLCs and loans held for sale during the period. The increase in net fair value of IRLCs and loans held for sale during the nine months ended September 30, 2025, was the result of increases in both the total volume of IRLCs and loans held for sale and in the average value of individual IRLCs and loans held for sale during the period.

The mortgage origination segment sells substantially all mortgage loans it originates to various investors in the secondary market. In addition, the mortgage origination segment originates loans on behalf of the Bank. The mortgage origination segment’s determination of whether to retain or release servicing on mortgage loans it sells is impacted by, among other things, changes in mortgage interest rates, refinancing and market activity, and balance sheet positioning at Hilltop. During the three and nine months ended September 30, 2025, PrimeLending retained servicing on approximately 16% and 9% of loans sold, compared with approximately 6% and 8% of loans sold during the same periods in 2024. A reduction in third-party mortgage servicers purchasing mortgage servicing rights, even if modest, may result in PrimeLending increasing the rate of retained servicing on mortgage loans sold at any time. The mortgage origination segment may, from time to time, manage its MSR asset through different strategies, including varying the percentage of mortgage loans sold, servicing released and opportunistically selling MSR assets. The mortgage origination segment has also retained servicing on certain loans sold to and retained by the banking segment. Gains and losses associated with such sales to the banking segment and the related MSR asset are eliminated in consolidation.

The mortgage origination segment uses derivative financial instruments, including U.S. Treasury bond futures and options and MBS commitments, to mitigate interest rate risk associated with its MSR asset. Changes in the net fair value of the MSR asset and the related derivatives are associated with normal customer payments, changes in discount rates, prepayment speed assumptions and customer payoffs. During the three and nine months ended September 30, 2025, changes in the net fair value of the MSR asset and the related derivatives resulted in net losses of $0.6 million and $1.2 million, respectively.

During the three and nine months ended September 30, 2024, the operating results of the mortgage origination segment were negatively impacted by decreases of $5.5 million and $18.6 million, respectively, in the net fair value of the MSR asset and the related derivatives. In addition to normal customer payments and customer payoffs, these changes were primarily driven by losses of $4.2 million and $12.3 million during the three and nine months ended September 30, 2024, respectively, to account for MSR valuation assumption changes, including prepayment and discount rates used as inputs to value the MSR asset, and differences between MSR carrying values and sales prices related to the sale of MSR assets. Fluctuations in the net fair value of the MSR asset driven by net changes in long-term U.S. Treasury bond rates and the related derivatives used to hedge the MSR during the respective periods resulted in net losses of $0.7 million and $3.0 million, respectively. During 2024, the mortgage origination segment sold aggregate MSR assets of $87.3 million, which represented $5.2 billion of its serviced loan volume at the time. During the first quarter of 2025, the mortgage origination segment expensed $0.8 million for amounts paid to the purchasers of these MSR assets for loans included in the sale which prepaid within a defined period of time outlined in the sale agreements. As of September 30, 2025, the mortgage origination segment serviced approximately $862.5 million of loan volume, valued at $12.3 million. PrimeLending does not currently expect the level of MSR assets to be significant in the short-term.

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Noninterest expenses were comprised of the items set forth in the table below (in thousands).


	Three Months Ended September 30,				Variance		Nine Months Ended September 30,				Variance
	2025		2024		2025 vs 2024		2025		2024		2025 vs 2024
Variable compensation	$	32,665	$	33,862	$	(1,197)	$	92,473	$	90,934	$	1,539
Non-variable compensation and benefits		27,371		26,711		660		83,116		83,957		(841)
Segment operating costs		18,470		18,205		265		54,401		56,952		(2,551)
Lender paid closing costs		2,724		2,840		(116)		9,398		6,093		3,305
Servicing expense		561		2,605		(2,044)		1,799		12,131		(10,332)
Total noninterest expense	$	81,791	$	84,223	$	(2,432)	$	241,187	$	250,067	$	(8,880)

Total employees’ compensation and benefits accounted for the majority of noninterest expenses incurred during all periods presented. Historically, variable compensation comprises the majority of total employees’ compensation and benefits expenses. Variable compensation, which is primarily driven by loan origination volume, tends to fluctuate to a greater degree than loan origination volume, because mortgage loan originator and fulfillment employees incentive compensation plans are structured to pay at increasing rates as higher monthly volume tiers are achieved. However, certain other incentive compensation plans driven by non-mortgage production criteria may alter this trend.

While total loan origination volume decreased 0.5% and increased 1.7% during the three and nine months ended September 30, 2025, respectively, compared to the same periods in 2024, the aggregate non-variable compensation and benefits of the mortgage origination segment increased 2.5% and decreased 1.0%, respectively, during the same periods. During the third quarter of 2025, PrimeLending reduced a portion of its underwriting, loan fulfillment, operations, and corporate headcount to address current mortgage market production challenges. One-time severance expenses related to this reduction approximated $0.6 million. Anticipated annual savings associated with these reductions approximate $4.4 million. The slight increase in non-variable compensation during the three months ended September 30, 2025, compared to the same period in 2024, was primarily due to the one-time severance payments and related payroll tax expense. The decrease in non-variable compensation and benefits during the nine months ended September 30, 2025, compared to the same period in 2024, was primarily due to a decrease in salaries associated with periodic reductions in underwriting and loan fulfillment, operations and corporate headcount as PrimeLending continued to evaluate its cost structure to address the current mortgage environment. In addition, during the nine months ended September 30, 2025, compared to the same period in 2024, segment operating costs slightly decreased, while during the three months ended September 30, 2025, compared to the same period in 2024, segment operating costs were relatively flat.

In exchange for a higher interest rate, customers may opt to have PrimeLending pay certain costs associated with the origination of their mortgage loans (“lender paid closing costs”). Fluctuations in lender paid closing costs are not always aligned with fluctuations in loan origination volume. Other loan pricing conditions, including the mortgage loan interest rate, loan origination fees paid by the customer, and a customer’s willingness to pay closing costs, may influence fluctuations in lender paid closing costs.

Between January 1, 2016 and September 30, 2025, the mortgage origination segment sold mortgage loans totaling $139.1 billion. These loans were sold under sales contracts that generally include provisions that hold the mortgage origination segment responsible for errors or omissions relating to its representations and warranties that loans sold meet certain requirements, including representations as to underwriting standards and the validity of certain borrower representations in connection with the loan. In addition, the sales contracts typically require the refund of purchased servicing rights plus certain investor servicing costs if a loan experiences an early payment default. While the mortgage origination segment sold loans prior to 2016, it does not anticipate experiencing significant losses in the future on loans originated prior to 2016 as a result of investor claims under these provisions of its sales contracts.

When a claim for indemnification of a loan sold is made by an agency, investor, or other party, the mortgage origination segment evaluates the claim and determines if the claim can be satisfied through additional documentation or other deliverables. If the claim is valid and cannot be satisfied in that manner, the mortgage origination segment negotiates with the claimant to reach a settlement of the claim. Settlements typically result in either the repurchase of a loan or reimbursement to the claimant for losses incurred on the loan.

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The following is a summary of the mortgage origination segment’s claims resolution activity relating to loans sold between January 1, 2016 and September 30, 2025 (dollars in thousands).


	Original Loan Balance				Loss Recognized
			% of				% of
	Amount		Loans Sold		Amount		Loans Sold
Claims resolved with no payment	$	260,537	0.19	%	$	—	—	%
Claims resolved because of a loan repurchase or payment to an investor for losses incurred ⁽¹⁾		230,989	0.17	%		26,718	0.02	%
	$	491,526	0.36	%	$	26,718	0.02	%

(1)	Losses incurred include refunded purchased servicing rights.

For each loan, when the mortgage origination segment concludes its obligation to a claimant is both probable and reasonably estimable, the mortgage origination segment has established a specific claims indemnification liability reserve.

An additional indemnification liability reserve has been established for probable agency, investor or other party losses that may have been incurred, but not yet reported to the mortgage origination segment based upon a reasonable estimate of such losses. Factors considered in the calculation of this reserve include, but are not limited to, the total volume of loans sold exclusive of specific claimant requests, actual claim inquiries, claim settlements and the severity of estimated losses resulting from future claims, and the mortgage origination segment’s history of successfully curing defects identified in claim requests.

Although management considers the total indemnification liability reserve to be appropriate, there may be changes in the reserve over time to address incurred losses due to unanticipated adverse changes in the economy and historical loss patterns, discrete events adversely affecting specific borrowers or industries, and/or actions taken by institutions or investors. The impact of such matters is considered in the reserving process when probable and estimable. During the third quarter of 2025 and 2024, there were no adjustments made to the indemnification liability reserve. PrimeLending will continue to monitor agency claim inquiry trends and assess its potential impact on the indemnification liability reserve.

At September 30, 2025 and December 31, 2024, the mortgage origination segment’s total indemnification liability reserve totaled $7.4 million and $8.1 million, respectively. The related provision for indemnification losses was $0.9 million and $0.9 million during the three months ended September 30, 2025 and 2024, respectively, and $2.4 million and $2.0 million during the nine months ended September 30, 2025 and 2024, respectively.

Corporate

The following table presents certain financial information regarding the operating results of corporate (in thousands).


	Three Months Ended September 30,				Variance		Nine Months Ended September 30,				Variance
	2025		2024		2025 vs 2024		2025		2024		2025 vs 2024
Net interest income (expense)	$	443	$	(3,303)	$	3,746	$	(592)	$	(9,560)	$	8,968
Noninterest income		3,081		4,962		(1,881)		45,832		16,747		29,085
Noninterest expense		16,672		15,631		1,041		56,848		47,731		9,117
Income (loss) before income taxes	$	(13,148)	$	(13,972)	$	824	$	(11,608)	$	(40,544)	$	28,936

Corporate includes certain activities not allocated to specific business segments. These activities include holding company financing and investing activities, merchant banking investment opportunities and management and administrative services to support the overall operations of the Company. Hilltop’s merchant banking investment activities include the identification of attractive opportunities for capital deployment in companies engaged in non-financial activities through its merchant bank subsidiary, Hilltop Opportunity Partners LLC. These merchant banking activities currently include investments within various industries, including power generation, youth sports and entertainment, dental health, and industrial equipment manufacturing, with an aggregate carrying value of approximately $47 million at September 30, 2025.

As a holding company, Hilltop’s primary investment objectives are to support capital deployment for organic growth and to preserve capital to be deployed through acquisitions, dividend payments and potential stock repurchases. Investment and interest income earned during the three and nine months ended September 30, 2025 was primarily comprised of

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dividend income from merchant banking investment activities, in addition to interest income earned on intercompany notes.

Interest expense during each of the three months ended September 30, 2025 and 2024 included recurring quarterly interest expense of $2.3 million on our $150 million aggregate principal amount of subordinated notes due 2035 (“2035 Subordinated Notes,” the 2030 Subordinated Notes and the 2035 Subordinated Notes, collectively, the “Subordinated Notes”). Interest expense during the three months ended September 30, 2024 also included interest expense of $1.9 million and $0.8 million on our outstanding Senior Notes that were redeemed on January 15, 2025 and on our 2030 Subordinated Notes that were redeemed on May 15, 2025, respectively. Interest expense during the nine months ended September 30, 2025 and 2024 was $9.1 million and $15.0 million, respectively.

Noninterest income during each period included activity related to our investment in a real estate development in Dallas’ University Park, which also serves as headquarters for both Hilltop and the Bank, and net noninterest income associated with activity within our merchant bank subsidiary. During the three months ended September 30, 2025, noninterest income included a gain of $1.1 million associated with the sale of operations by the merchant bank equity investment in the first quarter of 2025 and additional gains of $1.0 million associated with certain other merchant bank equity investments. During the nine months ended September 30, 2025, noninterest income reflected an updated preliminary pre-tax gain of $28.1 million ($21.8 million net of tax) related to the sale of operations associated with our aggregate interest in Moser Holdings, LLC, while during the three and nine months ended September 30, 2024, noninterest income included a pre-tax gain of $0.6 million and $5.3 million, respectively, associated with the sale of certain merchant bank equity investments.

Noninterest expenses were primarily comprised of employees’ compensation and benefits, occupancy expenses and professional fees, including corporate governance, legal and transaction costs. During the three and nine months ended September 30, 2025, changes in noninterest expenses, compared to the same periods in 2024, were primarily due to changes associated with employees’ compensation and benefits driven by higher health benefits costs and variable compensation associated with the sale of our aggregate interest in Moser Holdings, LLC.

Financial Condition

The following discussion contains a more detailed analysis of our financial condition at September 30, 2025, as compared with December 31, 2024.

Securities Portfolio

At September 30, 2025, investment securities consisted of securities of the U.S. Treasury, U.S. government and its agencies, obligations of municipalities and other political subdivisions, primarily in the State of Texas, as well as mortgage-backed, corporate debt, and equity securities. We may categorize investments as trading, available for sale, held to maturity and equity securities.

Trading securities are bought and held principally for the purpose of selling them in the near term and are carried at fair value, marked to market through operations and held at the Bank and the Hilltop Broker-Dealers. Securities classified as available for sale may, from time to time, be bought and sold in response to changes in market interest rates, changes in securities’ prepayment risk, increases in loan demand, general liquidity needs and to take advantage of market conditions that create more economically attractive returns. Such securities are carried at estimated fair value, with unrealized gains and losses recorded in accumulated other comprehensive income (loss). Equity investments are carried at fair value, with all changes in fair value recognized in net income. Securities are classified as held to maturity based on the intent and ability of our management, at the time of purchase, to hold such securities to maturity. These securities are carried at amortized cost.

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The table below summarizes our securities portfolio (in thousands).


	September 30,		December 31,
	2025		2024
Trading securities, at fair value
U.S. Treasury securities	$	23	$	2,553
U.S. government agencies:
Bonds		12,870		9,984
Residential mortgage-backed securities		93,518		35,440
Collateralized mortgage obligations		77,652		125,515
Other		22,920		19,877
Corporate debt securities		54,821		60,594
States and political subdivisions		282,762		244,076
Private-label securitized product		5,046		16,208
Other		24,822		10,669
		574,434		524,916
Securities available for sale, at fair value
U.S. Treasury securities		4,900		4,762
U.S. government agencies:
Bonds		75,252		111,868
Residential mortgage-backed securities		397,918		341,186
Commercial mortgage-backed securities		236,332		220,327
Collateralized mortgage obligations		665,076		657,600
Corporate debt securities		33,006		29,816
States and political subdivisions		31,128		30,990
		1,443,612		1,396,549
Securities held to maturity, at amortized cost
U.S. government agencies:
Residential mortgage-backed securities		273,405		255,880
Commercial mortgage-backed securities		130,897		147,696
Collateralized mortgage obligations		272,574		257,230
States and political subdivisions		78,136		77,093
		755,012		737,899

Equity securities, at fair value		248		297
Total securities portfolio	$	2,773,306	$	2,659,661

We had net unrealized losses of $71.2 million and $101.9 million at September 30, 2025 and December 31, 2024, respectively, related to the available for sale investment portfolio, and net unrealized losses of $58.2 million and $88.0 million at September 30, 2025 and December 31, 2024, respectively, associated with the securities held to maturity portfolio. Equity securities included net unrealized gains of $0.2 million and $0.2 million at September 30, 2025 and December 31, 2024, respectively. In future periods, we expect changes in prevailing market interest rates, coupled with changes in the aggregate size of the investment portfolio, to be significant drivers of changes in the unrealized losses or gains in these portfolios, and therefore accumulated other comprehensive income (loss).

Banking Segment

The banking segment’s securities portfolio plays a role in the management of our interest rate sensitivity and generates additional interest income. In addition, the securities portfolio is used to meet collateral requirements for public and trust deposits, securities sold under agreements to repurchase and other purposes. The available for sale and equity securities portfolios serve as a source of liquidity. Historically, the Bank’s policy has been to invest primarily in securities of the U.S. government and its agencies, obligations of municipalities in the State of Texas and other high grade fixed income securities to minimize credit risk. At September 30, 2025, the banking segment’s securities portfolio of $2.2 billion was comprised of trading securities of $37 thousand, available for sale securities of $1.4 billion, held to maturity securities of $755.0 million and equity securities of $0.2 million, in addition to $10.9 million of other investments included in other assets within the consolidated balance sheets.

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Broker-Dealer Segment

The broker-dealer segment holds securities to support sales, underwriting and other customer activities. The interest rate risk inherent in holding these securities is managed by setting and monitoring limits on the size and duration of positions and on the length of time the securities can be held. The Hilltop Broker-Dealers are required to carry their securities at fair value and record changes in the fair value of the portfolio to the statement of operations. Accordingly, the securities portfolio of the Hilltop Broker-Dealers included trading securities of $574.4 million at September 30, 2025. In addition, the Hilltop Broker-Dealers enter into transactions that represent commitments to purchase and deliver securities at prevailing future market prices to facilitate customer transactions and satisfy such commitments. Accordingly, the Hilltop Broker-Dealers’ ultimate obligation may exceed the amount recognized in the financial statements. These securities, which are carried at fair value and reported as securities sold, not yet purchased in the consolidated balance sheets, had a value of $65.1 million at September 30, 2025.

Corporate

At September 30, 2025, the corporate portfolio included other investments, including those associated with merchant banking, of available for sale securities of $33.0 million and other assets of $14.5 million within the consolidated balance sheet.

Allowance for Credit Losses for Available for Sale Securities and Held to Maturity Securities

We have evaluated available for sale debt securities that are in an unrealized loss position and have determined that any declines in value are unrelated to credit loss and related to changes in market interest rates since purchase. None of the available for sale debt securities held were past due at September 30, 2025. In addition, as of September 30, 2025, we evaluated our held to maturity debt securities, considering the current credit ratings and recognized losses, and determined the potential credit loss to be minimal. With respect to these securities, we considered the risk of credit loss to be negligible, and therefore, no allowance was recognized on the debt securities portfolio at September 30, 2025.

Loan Portfolio

Consolidated loans held for investment are detailed in the table below, classified by portfolio segment (in thousands).


	September 30,		December 31,
	2025		2024
Commercial real estate:
Non-owner occupied	$	2,066,189	$	1,921,691
Owner occupied		1,527,261		1,435,945
Commercial and industrial		1,483,892		1,541,940
Construction and land development		917,418		866,245
1-4 family residential		1,876,517		1,792,602
Consumer		30,486		28,410
Broker-dealer		325,431		363,718
Loans held for investment, gross		8,227,194		7,950,551
Allowance for credit losses		(95,168)		(101,116)
Loans held for investment, net of allowance	$	8,132,026	$	7,849,435

Banking Segment

The loan portfolio constitutes the primary earning asset of the banking segment and typically offers the best alternative for obtaining the maximum interest spread above the banking segment’s cost of funds. The overall economic strength of the banking segment generally parallels the quality and yield of its loan portfolio.

As discussed in more detail within the section captioned “Financial Condition – Allowance for Credit Losses on Loans” set forth in Part II, Item 7 of our 2024 Form 10-K and further within the section captioned “Financial Condition – Allowance for Credit Losses on Loans” below, the banking segment’s credit policies emphasize strong underwriting and governance standards and early detection of potential problem credits in order to develop and implement action plans on a timely basis to mitigate potential losses.

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To manage the credit risks associated with its loan portfolio, management may, depending upon current or anticipated economic conditions and related exposures, apply enhanced risk management measures to loans through analysis of a specific borrower’s financial condition, including cash flow, collateral values, and guarantees, among other credit factors.

The banking segment’s total loans held for investment, net of the allowance for credit losses, were $8.6 billion and $8.3 billion at September 30, 2025 and December 31, 2024, respectively. At September 30, 2025, the banking segment’s loan portfolio included warehouse lines of credit extended to PrimeLending and its ABAs of $1.3 billion, of which $796.5 million was drawn. At December 31, 2024, amounts drawn on the available warehouse lines of credit was $0.8 billion. Amounts advanced against the warehouse lines of credit are eliminated from net loans held for investment on our consolidated balance sheets. The banking segment does not generally participate in syndicated loan transactions and has no foreign loans in its portfolio.

A significant portion of the banking segment’s loan portfolio at September 30, 2025, consisted of commercial real estate loans secured by properties. Such loans can involve high principal loan amounts, and the repayment of these loans is dependent, in large part, on a borrower’s ongoing business operations or on income generated from the properties that are leased to third parties.

The table below sets forth the banking segment’s commercial real estate loan portfolio, by portfolio industry sector and collateral location as of September 30, 2025 (in thousands). There have not been changes in the real estate loan portfolio since December 31, 2024 that would significantly impact the banking segment’s geographic loan concentration risk.


							Brownsville-							Other
	Dallas-						Harlingen-		San						Outside
Commercial Real Estate	Fort Worth		Austin		Houston		McAllen		Antonio		Lubbock		Texas		Texas		Total
Non-owner occupied:
Office	$	157,349	$	219,088	$	20,357	$	14,549	$	21,117	$	6,881	$	60,777	$	6,811	$	506,929
Retail		158,547		73,964		26,412		30,530		22,589		6,692		29,280		7,982		355,996
Hotel/Motel		55,132		12,404		27,453		16,773		85		—		14,427		18,330		144,604
Multifamily		97,153		50,542		37,990		45,315		47,196		33,969		54,408		22,713		389,286
Industrial		166,241		59,705		6,277		4,562		3,791		551		16,362		5,149		262,638
All other		136,117		65,251		24,823		6,930		28,818		54,558		73,385		16,854		406,736
	$	770,539	$	480,954	$	143,312	$	118,659	$	123,596	$	102,651	$	248,639	$	77,839	$	2,066,189
Owner occupied:
Office	$	153,399	$	85,233	$	25,378	$	15,770	$	33,332	$	8,402	$	20,120	$	2,701	$	344,335
Retail		11,389		14,738		2,438		910		1,418		1,143		6,040		914		38,990
Industrial		207,328		42,995		35,551		11,516		20,281		7,355		33,743		41,614		400,383
All other		350,936		112,303		72,106		23,464		46,327		25,637		91,772		21,008		743,553
	$	723,052	$	255,269	$	135,473	$	51,660	$	101,358	$	42,537	$	151,675	$	66,237	$	1,527,261
Total commercial real estate loans	$	1,493,591	$	736,223	$	278,785	$	170,319	$	224,954	$	145,188	$	400,314	$	144,076	$	3,593,450

At September 30, 2025, the banking segment had loan concentrations (loans to borrowers engaged in similar activities) that exceeded 10% of total loans in its real estate portfolio. The areas of concentration within our real estate portfolio were non-construction commercial real estate loans, non-construction residential real estate loans, and construction and land development loans, which represented 45.5%, 23.7% and 11.6%, respectively, of the banking segment’s total loans held for investment at September 30, 2025. The banking segment’s loan concentrations were within regulatory guidelines at September 30, 2025.

In addition, the Bank’s loan portfolio includes collateralized loans extended to businesses that depend on the energy industry, including those within the exploration and production, field services, pipeline construction and transportation sectors. Crude oil prices remain uncertain given future supply and demand for oil are influenced by international armed conflicts, return to business travel, new energy policies and government regulation, and the pace of transition towards renewable energy resources. At September 30, 2025, the Bank’s energy loan exposure was approximately $87 million of loans held for investment with unfunded commitment balances of approximately $25 million. The allowance for credit losses on the Bank’s energy portfolio was $0.7 million, or 0.7% of loans held for investment at September 30, 2025.

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The following table provides information regarding the maturities of the banking segment’s gross loans held for investment, net of unearned income (in thousands). The commercial and industrial portfolio segment includes amounts advanced against the warehouse lines of credit extended to PrimeLending.


	September 30, 2025
	Due Within		Due From One		Due from Five		Due After
	One Year		To Five Years		To Fifteen Years		Fifteen Years		Total
Commercial real estate:
Non-owner occupied	$	988,001	$	844,094	$	234,094	$	—	$	2,066,189
Owner occupied		477,875		625,269		415,771		8,346		1,527,261
Commercial and industrial		1,908,120		316,084		58,410		—		2,282,614
Construction and land development		820,582		80,958		15,103		775		917,418
1-4 family residential		228,179		757,364		201,615		689,359		1,876,517
Consumer		19,781		10,650		49		6		30,486
Total	$	4,442,538	$	2,634,419	$	925,042	$	698,486	$	8,700,485

The following table provides information regarding the interest rate composition, based on contractual terms, of the banking segment's loans held for investment, net of unearned income (in thousands).


	Loans maturing after one year
	Fixed Interest		Floating Interest
September 30, 2025	Rate		Rate		Total
Commercial real estate:
Non-owner occupied	$	953,024	$	125,164	$	1,078,188
Owner occupied		849,026		200,360		1,049,386
Commercial and industrial		326,267		48,227		374,494
Construction and land development		76,550		20,286		96,836
1-4 family residential		940,706		707,632		1,648,338
Consumer		10,705		—		10,705
Total	$	3,156,278	$	1,101,669	$	4,257,947

In the table above, floating interest rate loans totaling $211.2 million as of September 30, 2025 had reached their applicable rate floor and are expected to reprice, subject to their scheduled repricing timing and frequency terms. The majority of floating rate loans carry an interest rate tied to a SOFR rate or The Wall Street Journal Prime Rate, as published in The Wall Street Journal.

Broker-Dealer Segment

The loan portfolio of the broker-dealer segment consists primarily of margin loans to customers and correspondents that are due within one year. The interest rate on margin accounts is computed on the settled margin balance at a fixed rate established by management. These loans are collateralized by the securities purchased or by other securities owned by the clients and, because of collateral coverage ratios, are believed to present minimal collectability exposure. Additionally, these loans are subject to a number of regulatory requirements as well as the Hilltop Broker-Dealers’ internal policies. The broker-dealer segment’s total loans held for investment, net of the allowance for credit losses, were $325.3 million and $363.7 million at September 30, 2025 and December 31, 2024, respectively. This decrease from December 31, 2024 to September 30, 2025 was primarily attributable to a decrease of $82.1 million, or 55%, in receivables from correspondents, partially offset by an increase of $44.2 million, or 21%, in customer margin accounts.

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Mortgage Origination Segment

The loan portfolio of the mortgage origination segment consists of loans held for sale, primarily single-family residential mortgages funded through PrimeLending, and IRLCs with customers pursuant to which we agree to originate a mortgage loan on a future date at an agreed-upon interest rate. The components of the mortgage origination segment’s loans held for sale and IRLCs are as follows (in thousands).


	September 30,		December 31,
	2025		2024
Loans held for sale:
Unpaid principal balance	$	774,759	$	802,987
Fair value adjustment		17,023		6,795
	$	791,782	$	809,782
IRLCs:
Unpaid principal balance	$	695,658	$	384,528
Fair value adjustment		10,547		2,942
	$	706,205	$	387,470

The mortgage origination segment uses forward commitments to mitigate interest rate risk associated with its loans held for sale and IRLCs. The notional amounts of these forward commitments at September 30, 2025 and December 31, 2024 were $1.1 billion and $932.6 million, respectively, while the related estimated fair values were ($0.6) million and $6.4 million, respectively.

Allowance for Credit Losses on Loans

For additional information regarding the allowance for credit losses, refer to the section captioned “Critical Accounting Estimates” set forth in Part II, Item 7 of our 2024 Form 10-K.

Loans Held for Investment

The Bank has lending policies in place with the goal of establishing an asset portfolio that will provide a return on stockholders’ equity sufficient to maintain capital to assets ratios that meet or exceed established regulations. Loans are underwritten with careful consideration of the borrower’s financial condition, the specific purpose of the loan, the primary sources of repayment and any collateral pledged to secure the loan. As discussed in more detail within the section captioned “Financial Condition – Allowance for Credit Losses on Loans” set forth in Part II, Item 7 of our 2024 Form 10-K, the Bank’s underwriting procedures address financial components based on the size and complexity of the credit, while the Bank’s loan policy provides specific underwriting guidelines by portfolio segment, including commercial and industrial, real estate, construction and land development, and consumer loans.

The allowance for credit losses for loans held for investment represents management’s best estimate of all expected credit losses over the expected contractual life of our existing portfolio. Determining the appropriateness of the allowance is complex and requires judgment by management about the effect of matters that are inherently uncertain. Subsequent evaluations of the then-existing loan portfolio, in light of the factors then prevailing, may result in significant changes in the allowance for credit losses in those future periods. Such future changes in the allowance for credit losses are expected to be volatile given dependence upon, among other things, the portfolio composition and quality, as well as the impact of significant drivers, including prepayment assumptions and macroeconomic conditions and forecasts.

Significant judgment is required to estimate the severity and duration of the current economic uncertainties, as well as its potential impact on borrower defaults and loss severity. In particular, macroeconomic conditions and forecasts are rapidly changing and remain highly uncertain.

One of the most significant judgments involved in estimating our allowance for credit losses relates to the macroeconomic forecasts used to estimate credit losses over the reasonable and supportable forecast period. To determine the allowance for credit losses as of September 30, 2025, we utilized a single macroeconomic scenario, the baseline forecast, published by Moody’s Analytics in September 2025. During our previous quarterly macroeconomic assessment as of June 30, 2025, we utilized the same single macroeconomic scenario, the baseline forecast, published by Moody’s Analytics in June 2025. Management determined it appropriate to utilize the baseline macroeconomic scenario as of September 30, 2025 given the

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combination of the ongoing resilience of the U.S. economy, the weakening of the job market and the potential impact of tariffs best align with our internal economic outlook.

The following table and paragraphs summarize the U.S. Real Gross Domestic Product (“GDP”) growth rates and unemployment rate assumptions used in our economic forecast and based on the single macroeconomic scenario selected for respective period, to determine our best estimate of expected credit losses.


		As of
		September 30,	June 30,	March 31,	December 31,	September 30,
		2025	2025	2025	2024	2024
GDP growth rates:
	Q3 2024					2.0%
	Q4 2024				2.6%	1.3%
	Q1 2025			1.2%	1.2%	1.2%
	Q2 2025		1.9%	1.1%	1.0%	1.5%
	Q3 2025	1.8%	0.6%	1.1%	0.3%	1.5%
	Q4 2025	0.8%	1.4%	0.8%	0.6%	1.5%
	Q1 2026	1.4%	1.5%	0.8%	0.9%	1.5%
	Q2 2026	1.6%	1.4%	1.4%	0.9%
	Q3 2026	1.6%	1.5%	1.9%
	Q4 2026	1.6%	1.7%
	Q1 2027	1.7%

Unemployment rates:
	Q3 2024					4.3%
	Q4 2024				4.2%	4.4%
	Q1 2025			4.1%	4.4%	4.7%
	Q2 2025		4.2%	4.2%	4.6%	4.9%
	Q3 2025	4.4%	4.3%	4.6%	4.9%	5.2%
	Q4 2025	4.4%	4.3%	5.0%	5.1%	5.2%
	Q1 2026	4.4%	4.5%	5.3%	5.2%	5.1%
	Q2 2026	4.6%	4.7%	5.5%	5.1%
	Q3 2026	4.7%	4.8%	5.4%
	Q4 2026	4.8%	4.8%
	Q1 2027	4.7%

As of September 30, 2025, our U.S. economic forecast assumes real GDP will remain below trend in the near term as tariffs weigh on the economy’s growth. The changes in real GDP on an annual average basis are 1.8% in 2025 and 1.5% in 2026. The unemployment rate increases over the next quarters and reaches a peak of 4.8% in the fourth quarter of 2026 before slowly receding. Monetary policy eases, and the Federal Reserve lowers the federal funds rate to 4.0% by year end 2025 and to 3.0% by year end 2026. Vacancy rates for certain commercial real estate sectors remain elevated, and the interest rate outlook challenges the recovery.

Since December 31, 2024, we updated our U.S. economic outlook to reflect our expectations of a period of below trend economic growth in the near term. Economic activity rebounded in the second quarter. Real GDP grew 3.3% annualized in the second quarter following a 0.5% decline in the first quarter. Job gains have slowed, and the unemployment rate increased to 4.3% in the third quarter. The Federal Reserve has resumed rate cuts in response to the weakening labor market. Trade policy changes add uncertainty to the outlook.

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Bank and also reflected other factors including, but not limited to, loan mix, and changes in loan balances and qualitative factors from the prior quarter, as well as the economic scenario change during the second quarter of 2025. The changes in the allowance during the three and nine months ended September 30, 2025 were also impacted by net charge-offs of $0.3 million and $5.4 million, respectively.

As noted above, the combined net impact to the allowance of changes associated with individually and collectively evaluated loans have resulted in a net decrease in the allowance at September 30, 2025, compared to December 31, 2024. The resulting allowance for credit losses as a percentage of our total loan portfolio, excluding margin loans in the broker-dealer segment and banking segment mortgage warehouse lending programs, was 1.25% and 1.37% as of September 30, 2025 and December 31, 2024, respectively. While changes in the U.S. economic outlook have been reflected in our current allowance at September 30, 2025, uncertainties that include, among others, the uncertain timing, duration and significance of further changes in market interest rates and an uncertain macroeconomic forecast could adversely impact borrower cash flows and result in increases in the allowance during future periods. While all industries could experience adverse impacts, certain of our loan portfolio industry sectors and subsectors, including real estate collateralized by office buildings and auto note financing, have an increased level of risk.

The respective distribution of the allowance for credit losses as a percentage of our total loan portfolio, excluding margin loans in the broker-dealer segment and banking segment mortgage warehouse lending programs, are presented in the following table (dollars in thousands).

cv
					Allowance For
					Credit Losses
			Total		as a % of
	Total		Allowance		Total Loans
	Loans Held		for Credit		Held For
September 30, 2025	For Investment		Losses		Investment
Commercial real estate:
Non-owner occupied ⁽¹⁾	$	2,066,189	$	28,716	1.39	%
Owner occupied ⁽²⁾		1,527,261		30,576	2.00	%
Commercial and industrial ⁽³⁾		1,203,160		22,612	1.88	%
Construction and land development ⁽⁴⁾		917,418		7,356	0.80	%
Total commercial loans		5,714,028		89,260	1.56	%

1-4 family residential		1,876,517		5,201	0.28	%
Consumer		30,486		438	1.44	%
Total retail loans		1,907,003		5,639	0.30	%

Total commercial and retail loans		7,621,031		94,899	1.25	%

Broker-dealer		325,431		129	0.04	%
Mortgage warehouse lending		280,732		140	0.05	%
Total loans held for investment	$	8,227,194	$	95,168	1.16	%

(1)

Included within commercial real estate non-owner occupied portfolio are loans within the office, retail and hotel/motel portfolio industry subsectors. At September 30, 2025, the office, retail and hotel/motel loans held for investment balances of approximately $507 million, $356 million and $145 million, respectively, had an allowance for credit losses of approximately $12 million, $3 million and $1 million, respectively, and an allowance for credit losses as a percentage of total loans held for investment of 2.3%, 0.7% and 1.0%, respectively.

(2)

Included within commercial real estate owner occupied portfolio are loans within the industrial and office portfolio industry subsectors. At September 30, 2025, the industrial and office loans held for investment balances of approximately $400 million and $344 million, respectively, had an allowance for credit losses of approximately $8 million and $7 million, respectively, and an allowance for credit losses as a percentage of total loans held for investment of 2.0% and 2.1%, respectively.

(3)

Commercial and industrial portfolio amounts reflect balances excluding banking segment mortgage warehouse lending. Included within commercial and industrial portfolio are loans within the auto note financing industry subsector. At September 30, 2025, the auto note financing loans held for investment balance of approximately $71 million had an allowance for credit losses of approximately $6 million, and an allowance for credit losses as a percentage of total loans held for investment of 8.5%.

(4)

Included within construction and land development portfolio are loans within the retail and office portfolio industry subsectors. At September 30, 2025, the retail and office loans held for investment balances of approximately $79 million and $28 million, respectively, had an allowance for credit losses of approximately $0.5 million and $0.5 million, respectively, and an allowance for credit losses as a percentage of total loans held for investment of 0.7% and 1.8%, respectively.

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Allowance Model Sensitivity

Our allowance model was designed to capture the historical relationship between economic and portfolio changes. As such, evaluating shifts in individual portfolio attributes or macroeconomic variables in isolation may not be indicative of past or future performance. It is difficult to estimate how potential changes in any one factor or input might affect the overall allowance for credit losses because we consider a wide variety of factors and inputs in the allowance for credit losses estimate. Changes in the factors and inputs considered may not occur at the same rate and may not be consistent across all geographies or product types, and changes in factors and inputs may be directionally inconsistent, such that improvement in one factor may offset deterioration in others.

However, to consider the sensitivity of credit loss estimates to alternative macroeconomic forecasts, we compared the Company’s allowance for credit loss estimates as of September 30, 2025, excluding margin loans in the broker-dealer segment, and the banking segment mortgage warehouse programs, with modeled results using both upside (“S1”) and downside (“S3”) economic scenario forecasts published by Moody’s Analytics.

Compared to our economic forecast, the upside scenario assumes the impacts of tariffs on the economy will be less than expected and the economic impacts from international armed conflicts recede faster than expected. Business sentiment and consumer confidence rise significantly. Real GDP is expected to grow 4.5% in the fourth quarter of 2025, 3.2% in the first quarter of 2026, 3.1% in the second quarter of 2026, and 3.0% in the third quarter of 2026. Average unemployment rates are expected to decline to 3.9% by the fourth quarter of 2025 and to 3.6% by the first quarter of 2026 before reverting to historical data. Rates remain higher than in the baseline forecast due to stronger growth and slightly higher inflation, and the federal funds rate is lowered to 4.0% by the fourth quarter of 2025 and to 3.1% by the fourth quarter of 2026.

Compared to our economic forecast, the downside scenario assumes the combination of tariffs, reciprocal tariffs, and rising inflation causes the economy to fall into recession in the fourth quarter of 2025. Real GDP is expected to decrease 3.0% in the fourth quarter of 2025, 3.2% in the first quarter of 2026, and 3.9% in the second quarter of 2026. Average unemployment rates are expected to increase to 6.0% by the fourth quarter of 2025 and to 8.4% by the fourth quarter of 2026 and then revert back to historical average rates over time. The Federal Reserve increases the federal funds rate to control rising inflation to a 4.8% target by the first quarter of 2026 and then reduces it to support the economy to a 2.5% target by the fourth quarter of 2026.

The impact of applying all of the assumptions of the upside economic scenario during the reasonable and supportable forecast period would have resulted in a decrease in the allowance for credit losses of approximately $12 million or a weighted average expected loss rate of 1.1% as a percentage of our total loan portfolio, excluding margin loans in the broker-dealer segment and the banking segment mortgage warehouse lending programs.

The impact of applying all of the assumptions of the downside economic scenario during the reasonable and supportable forecast period would have resulted in an increase in the allowance for credit losses of approximately $62 million or a weighted average expected loss rate of 2.0% as a percentage of our total loan portfolio, excluding margin loans in the broker-dealer segment and the banking segment mortgage warehouse lending programs.

This analysis relates only to the modeled credit loss estimates and is not intended to estimate changes in the overall allowance for credit losses as they do not reflect any potential changes in the adjustment to the quantitative calculation, which would also be influenced by the judgment management applies to the modeled lifetime loss estimates to reflect the uncertainty and imprecision of these modeled lifetime loss estimates based on then-current circumstances and conditions.

Our allowance for credit losses reflects our best estimate of current expected credit losses, which is highly dependent on several assumptions, including the macroeconomic outlook, inflationary pressures and labor market conditions, the impact of tariffs, and international armed conflicts and their impact on supply chains, the U.S elections and other various fiscal and monetary policy decisions. The sensitivities of many of these assumptions are often correlated and nonlinear so these results should not be simply extrapolated to estimate the allowance for credit losses accurately for more severe changes in economic scenarios. Future allowance for credit losses may vary considerably for these reasons.

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Allowance Activity

The following table presents the activity in our allowance for credit losses and selected credit metrics within our loan portfolio for the periods presented (in thousands). Substantially all of the activity shown within the allowance for credit losses below occurred within the banking segment.


	Three Months Ended September 30,						Nine Months Ended September 30,
	2025			2024			2025			2024
Loans Held for Investment:
Balance, beginning of period	$	97,961		$	115,082		$	101,116		$	111,413
Provision for (reversal of) credit losses		(2,511)			(1,270)			(513)			6,793
Recoveries of loans previously charged off:
Commercial real estate:
Non-owner occupied		—			—			—			—
Owner occupied		1			13			19			28
Commercial and industrial		100			888			371			1,682
Construction and land development		68			—			68			2
1-4 family residential		8			5			28			109
Consumer		41			37			103			120
Broker-dealer		—			—			—			—
Total recoveries		218			943			589			1,941
Loans charged off:
Commercial real estate:
Non-owner occupied		—			—			918			1,647
Owner occupied		—			—			—			—
Commercial and industrial		432			3,772			4,607			7,370
Construction and land development		5			—			274			—
1-4 family residential		1			—			1			1
Consumer		62			65			224			211
Broker-dealer		—			—			—			—
Total charge-offs		500			3,837			6,024			9,229
Net recoveries (charge-offs)		(282)			(2,894)			(5,435)			(7,288)
Balance, end of period	$	95,168		$	110,918		$	95,168		$	110,918

Average loans held for investment for the period	$	8,103,557		$	8,024,771		$	8,023,276		$	7,918,156
Total loans held for investment (end of period)							$	8,227,194		$	7,979,630

Loans Held for Sale:
Average loans held for sale for the period	$	905,623		$	990,902		$	846,868		$	909,446
Total loans held for sale (end of period)							$	849,357		$	933,724

Selected Credit Metrics:
Net recoveries (charge-offs) to average total loans held for investment⁽¹⁾		(0.01)	%		(0.14)	%		(0.09)	%		(0.12)	%
Non-accrual loans:
Loans held for investment (end of period)							$	65,534		$	87,741
Loans held for sale (end of period)							$	2,719		$	3,445
Non-accrual loans to total loans (end of period)								0.75	%		1.02	%
Allowance for credit losses on loans held for investment to:
Total loans (end of period)								1.05	%		1.24	%
Total loans held for investment (end of period)								1.16	%		1.39	%
Total non-accrual loans (end of period)								139.43	%		121.64	%
Non-accrual loans held for investment (end of period)								145.22	%		126.42	%

(1)	Net recoveries (charge-offs) to average total loans held for investment ratio presented on a consolidated basis for all periods. Refer to following tables for details by loan portfolio segment.

Total non-accrual loans classified as loans held for investment decreased by $18.9 million from December 31, 2024 to September 30, 2025. This decrease was primarily due to decreases in commercial and industrial loans of $17.6 million and commercial real estate non-owner occupied loans of $3.2 million, partially offset by an increase in 1-4 family residential loans of $2.7 million.

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The following tables present additional details regarding our net charge-offs to average total loans held for investment ratios by loan portfolio segment for the periods presented (in thousands). Substantially all of the activity shown below occurred within the banking segment.


							Net
	Total						Recoveries
	Allowance		Net		Average		(Charge-Offs)
	for Credit		Recoveries		Loans Held		as a % of
Three Months Ended September 30, 2025	Losses		(Charge-Offs)		for Investment		Average Loans
Commercial real estate:
Non-owner occupied	$	28,716	$	—	$	2,036,635		—	%
Owner occupied		30,576		1		1,493,790		0.00	%
Commercial and industrial		22,752		(332)		1,456,797		(0.09)	%
Construction and land development		7,356		63		892,779		0.03	%
1-4 Family Residential		5,201		7		1,865,549		0.00	%
Consumer		438		(21)		27,769		(0.30)	%
Broker-Dealer		129		—		330,238		—	%
Total	$	95,168	$	(282)	$	8,103,557		(0.01)	%


							Net
	Total						Recoveries
	Allowance		Net		Average		(Charge-Offs)
	for Credit		Recoveries		Loans Held		as a % of
Nine Months Ended September 30, 2025	Losses		(Charge-Offs)		for Investment		Average Loans
Commercial real estate:
Non-owner occupied	$	28,716	$	(918)	$	1,994,931		(0.06)	%
Owner occupied		30,576		19		1,464,054		0.00	%
Commercial and industrial		22,752		(4,236)		1,475,697		(0.38)	%
Construction and land development		7,356		(206)		879,576		(0.03)	%
1-4 Family Residential		5,201		27		1,846,900		0.00	%
Consumer		438		(121)		25,642		(0.63)	%
Broker-Dealer		129		—		336,476		—	%
Total	$	95,168	$	(5,435)	$	8,023,276		(0.09)	%


							Net
	Total						Recoveries
	Allowance		Net		Average		(Charge-Offs)
	for Credit		Recoveries		Loans Held		as a % of
Three Months Ended September 30, 2024	Losses		(Charge-Offs)		for Investment		Average Loans
Commercial real estate:
Non-owner occupied	$	32,330	$	—	$	1,955,370		—	%
Owner occupied		34,378		13		1,451,345		0.00	%
Commercial and industrial		28,308		(2,884)		1,621,653		(0.71)	%
Construction and land development		7,924		—		864,762		—	%
1-4 Family Residential		7,161		5		1,781,483		0.00	%
Consumer		580		(28)		24,044		(0.46)	%
Broker-Dealer		237		—		326,114		—	%
Total	$	110,918	$	(2,894)	$	8,024,771		(0.14)	%


							Net
	Total						Recoveries
	Allowance		Net		Average		(Charge-Offs)
	for Credit		Recoveries		Loans Held		as a % of
Nine Months Ended September 30, 2024	Losses		(Charge-Offs)		for Investment		Average Loans
Commercial real estate:
Non-owner occupied	$	32,330	$	(1,647)	$	1,950,152		(0.11)	%
Owner occupied		34,378		28		1,452,869		0.00	%
Commercial and industrial		28,308		(5,688)		1,612,060		(0.47)	%
Construction and land development		7,924		2		912,211		0.00	%
1-4 Family Residential		7,161		108		1,772,431		0.01	%
Consumer		580		(91)		24,020		(0.51)	%
Broker-Dealer		237		—		194,413		—	%
Total	$	110,918	$	(7,288)	$	7,918,156		(0.12)	%

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As previously discussed in detail within this section, the allowance for credit losses has fluctuated from period to period, which impacted the resulting ratios noted in the table above. For the periods presented, the changes in the allowance for credit losses primarily reflected loan portfolio changes, net charge-offs activity, and changes in the U.S. economic outlook. The distribution of the allowance for credit losses among loan types and the percentage of the loans for that type to gross loans, excluding unearned income, within our loan portfolio are presented in the table below (dollars in thousands).


	September 30, 2025				December 31, 2024
			% of				% of
Allocation of the Allowance for Credit Losses	Reserve		Gross Loans		Reserve		Gross Loans
Commercial real estate:
Non-owner occupied	$	28,716	25.11	%	$	29,310	24.17	%
Owner occupied		30,576	18.56	%		33,112	18.06	%
Commercial and industrial		22,752	18.04	%		25,609	19.39	%
Construction and land development		7,356	11.15	%		7,161	10.90	%
1-4 family residential		5,201	22.81	%		5,327	22.55	%
Consumer		438	0.37	%		547	0.36	%
Broker-dealer		129	3.96	%		50	4.57	%
Total	$	95,168	100.00	%	$	101,116	100.00	%

The following table summarizes historical levels of the allowance for credit losses on loans held for investment, distributed by portfolio segment (in thousands).


	September 30,		June 30,		March 31,		December 31,		September 30,
	2025		2025		2025		2024		2024
Commercial real estate:
Non-owner occupied	$	28,716	$	27,837	$	34,703	$	29,310	$	32,330
Owner occupied		30,576		34,154		35,370		33,112		34,378
Commercial and industrial		22,752		23,015		23,350		25,609		28,308
Construction and land development		7,356		7,341		7,291		7,161		7,924
1-4 family residential		5,201		5,057		4,988		5,327		7,161
Consumer		438		538		479		547		580
Broker-dealer		129		19		16		50		237
	$	95,168	$	97,961	$	106,197	$	101,116	$	110,918

Unfunded Loan Commitments

In order to estimate the allowance for credit losses on unfunded loan commitments, the Bank uses a process similar to that used in estimating the allowance for credit losses on the funded portion. The allowance is based on the estimated exposure at default, multiplied by the lifetime probability of default grade and loss given default grade for that particular loan segment. The Bank estimates expected losses by calculating a commitment usage factor based on industry usage factors. The commitment usage factor is applied over the relevant contractual period. Loss factors from the underlying loans to which commitments are related are applied to the results of the usage calculation to estimate any liability for credit losses related for each loan type. Letters of credit are not currently reserved because they are issued primarily as credit enhancements and the likelihood of funding is low.

Changes in the allowance for credit losses for loans with off-balance sheet credit exposures are shown below (in thousands).


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Balance, beginning of period	$	9,114	$	8,585	$	7,918	$	8,876
Other noninterest expense		(1,302)		(153)		(106)		(444)
Balance, end of period	$	7,812	$	8,432	$	7,812	$	8,432

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Potential Problem Loans

Potential problem loans consist of loans that are performing in accordance with contractual terms but for which management has concerns about the ability of an obligor to continue to comply with repayment terms because of the obligor’s potential operating or financial difficulties or whether repayment may depend on collateral or other risk mitigation. Management monitors these loans and reviews their performance on a regular basis. Potential problem loans contain potential weaknesses that could improve, persist or further deteriorate. If such potential weaknesses persist without improving, the loan is subject to downgrade, typically to substandard, in three to six months. Potential problem loans include those loans assigned a grade of special mention and substandard accrual within our risk grading matrix. Potential problem loans do not include purchased credit deteriorated (“PCD”) loans because PCD loans exhibited evidence of more than insignificant credit deterioration at acquisition that made it probable that all contractually required principal payments would not be collected.

At September 30, 2025, we had $119.3 million of potential problem loans, compared to $166.9 million at December 31, 2024. Our potential problem loans designated as substandard accrual at September 30, 2025 and December 31, 2024, totaled $119.3 million and $152.6 million, respectively. The decrease from December 31, 2024 to September 30, 2025 was primarily attributable to decreases in commercial real estate non-owner occupied loans, commercial and industrial loans, construction and land development loans and 1-4 family residential loans, partially offset by an increase in commercial real estate owner occupied loans. Of the $119.3 million of potential problem loans designated as substandard accrual at September 30, 2025, $47.9 million, $30.9 million and $18.4 million were associated with commercial real estate owner occupied loans, commercial real estate non-owner occupied loans and commercial and industrial loans, respectively, compared to $37.3 million, $48.4 million and 35.2 million, respectively, at December 31, 2024.

There were no potential problem loans designated as special mention at September 30, 2025, compared with four credit relationships totaling $14.2 million at December 31, 2024.

Non-Performing Assets

The following table presents components of our non-performing assets (dollars in thousands).


	September 30,			December 31,
	2025			2024			Variance
Loans accounted for on a non-accrual basis:
Commercial real estate:
Non-owner occupied	$	3,969		$	7,166		$	(3,197)
Owner occupied		7,119			6,092			1,027
Commercial and industrial		41,457			59,025			(17,568)
Construction and land development		1,007			3,003			(1,996)
1-4 family residential		14,701			12,863			1,838
Consumer		—			—			—
Broker-dealer		—			—			—
Non-accrual loans	$	68,253		$	88,149		$	(19,896)

Non-accrual loans as a percentage of total loans		0.75	%		1.00	%		(0.25)	%

Other real estate owned	$	8,289		$	2,848		$	5,441

Other repossessed assets	$	—		$	98		$	(98)

Non-performing assets	$	76,542		$	91,095		$	(14,553)

Non-performing assets as a percentage of total assets		0.49	%		0.56	%		(0.07)	%

Loans past due 90 days or more and still accruing	$	28,388		$	22,090		$	6,298

At September 30, 2025, non-accrual loans included 29 commercial and industrial relationships with loans secured by finance company notes receivable, accounts receivable, inventory and equipment. Commercial and industrial non-accrual loans decreased by $17.6 million from December 31, 2024 to September 30, 2025 primarily due to principal paydowns and the reclassification of a single non-accrual loan from commercial and industrial loans to commercial real

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estate non-owner occupied loans. Non-accrual loans at September 30, 2025 also included $2.7 million of loans secured by residential real estate which were classified as loans held for sale. At December 31, 2024, non-accrual loans included 27 commercial and industrial relationships with loans secured primarily by notes receivable, accounts receivable and equipment. Non-accrual loans at December 31, 2024 also included $3.7 million of loans secured by residential real estate which were classified as loans held for sale.

Other real estate owned (“OREO”) increased from December 31, 2024 to September 30, 2025, primarily due to additions totaling $7.5 million, partially offset by disposals and valuation adjustments totaling $2.1 million. At both September 30, 2025 and December 31, 2024, OREO was primarily comprised of commercial properties.

Deposits

The banking segment’s major source of funds and liquidity is its deposit base. Deposits provide funding for its investments in loans and securities. Interest paid for deposits must be managed carefully to control the level of interest expense and overall net interest margin. The composition of the deposit base (time deposits versus interest-bearing demand deposits and savings), as discussed in more detail within the section titled “Liquidity and Capital Resources — Banking Segment” below, is constantly changing due to the banking segment’s needs and market conditions. Currently, the banking segment is facing competitive pressures and the reallocation of funds from noninterest-bearing to interest-bearing accounts. Consistent with the consolidated trend in average rates paid on interest-bearing deposits noted in the table below, the banking segment’s average rate paid on interest-bearing deposits during the three months ended September 30, 2025 was 3.14%, compared to 3.18% during the three months ended June 30, 2025 and 3.94% during the three months ended September 30, 2024.

Given the cumulative 125-basis point decrease in interest rates since September 2024 and current deposit levels, the Bank’s cumulative interest-bearing deposit pricing beta, excluding deposits from the Hilltop Securities FDIC-insured sweep program and brokered deposits, has approximated 70%. The deposit pricing beta represents the change in interest-bearing deposit pricing in response to a change in market interest rates. The historical interest-bearing deposit pricing beta for the Bank, excluding deposits from our Hilltop Securities FDIC-insured sweep program and brokered deposits, has approximated 52%. We expect that the Bank’s cost related to interest-bearing deposits during 2025 to continue to be driven by various factors, including competition as well as economic and market area factors.

The table below presents the average balance of, and rate paid on, consolidated deposits (dollars in thousands).


	Nine Months Ended September 30,
	2025				2024
	Average		Average		Average		Average
	Balance		Rate Paid		Balance		Rate Paid
Noninterest-bearing demand deposits	$	2,722,478	0.00	%	$	2,834,140	0.00	%
Interest-bearing deposits:
Demand		6,492,189	2.82	%		6,244,342	3.55	%
Savings		228,398	1.00	%		241,405	1.19	%
Time		1,232,148	3.84	%		1,218,096	4.37	%
		7,952,735	2.93	%		7,703,843	3.61	%
Total deposits	$	10,675,213	2.18	%	$	10,537,983	2.64	%

The table above includes interest-bearing brokered deposits with balances of approximately $15 million at September 30, 2025, compared with approximately $15 million at December 31, 2024. The variability in the level of brokered deposits has been, and will continue to be, managed through asset/liability strategy and policies that address diversification of funding sources and market conditions, including demand by customers and other investors for those deposits, and the cost of funds available from alternative sources at the time.

At September 30, 2025, total estimated uninsured deposits were $5.7 billion, or approximately 54% of total deposits, while estimated uninsured deposits, excluding collateralized deposits of $592.1 million and internal accounts of $370.2 million, were $4.8 billion, or approximately 45% of total deposits. Total estimated uninsured deposits were $5.7 billion, or approximately 52% of total deposits, as of December 31, 2024.

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The following table presents the scheduled maturities of the portion of our time deposits that are in excess of the FDIC insurance limit of $250,000 as of September 30, 2025 (in thousands).


Months to maturity:
3 months or less	$	160,555
3 months to 6 months		56,822
6 months to 12 months		64,537
Over 12 months		71,578
	$	353,492

Borrowings

Our consolidated borrowings are shown in the table below (dollars in thousands).


	September 30, 2025				December 31, 2024
			Average				Average
	Balance		Rate Paid		Balance		Rate Paid
Short-term borrowings	$	680,979	4.16	%	$	834,023	4.64	%
Notes payable		148,530	6.82	%		347,667	4.22	%
	$	829,509	4.66	%	$	1,181,690	4.52	%

Short-term borrowings consisted of federal funds purchased, securities sold under agreements to repurchase, borrowings at the FHLB, short-term bank loans and commercial paper. The decrease in short-term borrowings at September 30, 2025, compared with December 31, 2024, primarily reflected decreases in federal funds purchased by the banking segment, partially offset by increases in securities sold under agreements to repurchase and commercial paper by the broker-dealer segment. Notes payable at September 30, 2025 was comprised of the 2035 Subordinated Notes, net of origination fees, of $148.5 million, while notes payable at December 31, 2024 included the Senior Notes, net of origination fees, of $149.7 million that were redeemed on January 15, 2025, the 2030 Subordinated Notes, net of origination fees, of $49.6 million that were redeemed on May 15, 2025, and the 2035 Subordinated Notes, net of origination fees, of $148.4 million.

Liquidity and Capital Resources

Hilltop is a financial holding company whose assets primarily consist of the stock of its subsidiaries and invested assets. Hilltop’s primary investment objectives, as a holding company, are to support capital deployment for organic growth and to preserve capital to be deployed through acquisitions, dividend payments and stock repurchases. At September 30, 2025, Hilltop had $230.7 million in cash and cash equivalents, a decrease of $189.8 million from $420.5 million at December 31, 2024. This decrease in cash and cash equivalents was primarily due to cash outflows from the redemption of our Senior Notes and 2030 Subordinated Notes, $123.2 million in stock repurchases, $34.4 million in cash dividends declared and other general corporate expenses, partially offset by the receipt of $190.9 million of dividends from subsidiaries. Subject to regulatory restrictions, Hilltop has received, and may also continue to receive, dividends from its subsidiaries. If necessary or appropriate, we may also finance acquisitions with the proceeds from equity or debt issuances. We believe that Hilltop’s liquidity is sufficient for the foreseeable future, with current short-term liquidity needs including operating expenses, redemption of debt obligations, interest on debt obligations, dividend payments to stockholders and potential stock repurchases.

As discussed in more detail below, our 2030 Subordinated Notes previously scheduled to mature in May 2030, were redeemed on May 15, 2025 using cash on hand, and all of our outstanding Senior Notes previously scheduled to mature in April 2025 were redeemed on January 15, 2025 using cash on hand.

Economic Environment

As previously discussed, operational and financial headwinds during 2024 have had, and are expected to continue to have, an adverse impact on our operating results during the remainder of 2025. The extent of the impact of uncertain economic conditions on our financial performance during the remainder of 2025, will depend in part on developments outside of our control, including, among others, the timing and significance of further changes in U.S. Treasury yields and mortgage interest rates, changes in funding costs, inflationary pressures, changes in the political environment, the impact of tariffs and reciprocal tariffs, and international armed conflicts and their impact on supply chains. As

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demonstrated during the extreme volatility and disruptions in the capital and credit markets beginning in March 2020 resulting from the pandemic and banking sector-related uncertainty and concerns associated with liquidity primarily due to bank failures during early 2023 and their respective negative impacts on the economy, we will continue to monitor the economic environment and evaluate appropriate actions to enhance our financial flexibility, protect capital, minimize losses and ensure target liquidity levels.

Dividend Declaration

Future dividends on our common stock are subject to the determination by the board of directors based on an evaluation of our earnings and financial condition, liquidity and capital resources, the general economic and regulatory climate, our ability to service any equity or debt obligations senior to our common stock and other factors.

Stock Repurchases

In January 2025, our board of directors authorized a new stock repurchase program through January 2026, pursuant to which we were originally authorized to repurchase, in the aggregate, up to $100.0 million of our outstanding common stock. In July 2025, our board of directors authorized an increase to the aggregate amount of common stock we may repurchase under this program to $135.0 million, which is inclusive of repurchases to offset dilution related to grants of stock-based compensation. Furthermore, in October 2025, the Hilltop Board of Directors authorized an increase to the aggregate amount of common stock that Hilltop may repurchase under stock repurchase program to $185.0 million, an increase of $50.0 million, which is inclusive of repurchases to offset dilution related to grants of stock-based compensation. During the nine months ended September 30, 2025, Hilltop paid $123.2 million to repurchase an aggregate of 3,905,210 shares of our common stock at an average price of $31.56 per share pursuant to the stock repurchase program. As a result of share repurchases during 2025, Hilltop has approximately $62 million of available share repurchase capacity through the expiration of the 2025 stock repurchase program in January 2026.

Senior Notes due 2025

On January 15, 2025 (three months prior to the maturity date of the Senior Notes) we redeemed, at our election, all of our outstanding Senior Notes at a redemption price equal to 100% of the principal amount of $150 million, plus accrued and unpaid interest to, but excluding, the Senior Notes Redemption Date using cash on hand, which also satisfied and discharged our obligations under the Senior Notes and the Senior Notes Indenture.

Subordinated Notes due 2030 and 2035

On May 7, 2020, we completed a public offering of $50 million aggregate principal amount of 2030 Subordinated Notes and $150 million aggregate principal amount of 2035 Subordinated Notes with scheduled maturities on May 15, 2030 and May 15, 2035, respectively. The price to the public for the Subordinated Notes was 100% of the principal amount of the Subordinated Notes. The net proceeds from the offering, after deducting underwriting discounts and fees and expenses of $3.4 million, were $196.6 million.

On May 15, 2025, we redeemed, at our election, all of our outstanding 2030 Subordinated Notes at a redemption price equal to 100% of the principal amount of $50 million, plus accrued and unpaid interest to, but excluding, the 2030 Subordinated Notes Redemption Date using cash on hand, which also satisfied and discharged our obligations under the 2030 Subordinated Notes and the First Supplemental Indenture.

We may redeem the 2035 Subordinated Notes, in whole or in part, from time to time, subject to obtaining Federal Reserve approval, beginning with the interest payment date of May 15, 2030 for the 2035 Subordinated Notes at a redemption price equal to 100% of the principal amount of the 2035 Subordinated Notes being redeemed plus accrued and unpaid interest to but excluding the date of redemption.

The 2035 Subordinated Notes bear interest at a rate of 6.125% per year, payable semi-annually in arrears commencing on November 15, 2020. The interest rate for the 2035 Subordinated Notes will reset quarterly beginning May 15, 2030 to an interest rate, per year, equal to the then-current benchmark rate, which is expected to be three-month term SOFR rate

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plus 5.80%, payable quarterly in arrears. At September 30, 2025, $150.0 million of our Subordinated Notes was outstanding.

Regulatory Capital

We are subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements may prompt certain actions by regulators that, if undertaken, could have a direct material adverse effect on our financial condition and results of operations. Under capital adequacy and regulatory requirements, we must meet specific capital guidelines that involve quantitative measures of our assets, liabilities, and certain off-balance sheet items as calculated under regulatory accounting practices. Our capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings and other factors.


					Minimum Capital
					Requirements Including		To Be Well
	September 30, 2025				Conservation Buffer		Capitalized
	Amount		Ratio		Ratio		Ratio
Tier 1 capital (to average assets):
PlainsCapital	$	1,323,271	10.74	%	4.0	%	5.0	%
Hilltop		2,002,487	13.13	%	4.0	%	N/A
Common equity Tier 1 capital (to risk-weighted assets):
PlainsCapital		1,323,271	14.81	%	7.0	%	6.5	%
Hilltop		2,002,487	20.33	%	7.0	%	N/A
Tier 1 capital (to risk-weighted assets):
PlainsCapital		1,323,271	14.81	%	8.5	%	8.0	%
Hilltop		2,002,487	20.33	%	8.5	%	N/A
Total capital (to risk-weighted assets):
PlainsCapital		1,426,122	15.96	%	10.5	%	10.0	%
Hilltop		2,255,467	22.90	%	10.5	%	N/A

We discuss regulatory capital requirements in more detail in Note 16 to our consolidated financial statements, as well as under the caption “Government Supervision and Regulation — Corporate — Capital Adequacy Requirements and BASEL III” set forth in Part I, Item 1, of our 2024 Form 10-K.

Banking Segment

Within our banking segment, our primary uses of cash are for customer withdrawals and extensions of credit as well as our borrowing costs and other operating expenses. Historically, high-profile bank failures periodically increase market uncertainty and concerns associated with banking sector liquidity positions, increase regulatory scrutiny and underscore the importance of maintaining access to diverse sources of funding. Our corporate treasury group is responsible for continuously monitoring our deposit flows and balance sheet trends to ensure that our assets and liabilities are managed in a manner that will meet our short-term and long-term cash requirements. Our goal is to manage our liquidity position in a manner such that we can meet our customers’ short-term and long-term deposit withdrawals and anticipated and unanticipated increases in loan demand without penalizing earnings. Funds invested in short-term marketable instruments, the continuous maturing of other interest-earning assets, cash flows from self-liquidating investments such as mortgage-backed securities and collateralized mortgage obligations, the possible sale of available for sale securities and the ability to securitize certain types of loans provide sources of liquidity from an asset perspective. The liability base provides sources of liquidity through deposits and the maturity structure of short-term borrowed funds. For short-term liquidity needs, we utilize federal fund lines of credit with correspondent banks, securities sold under agreements to

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repurchase, borrowings from the Federal Reserve and borrowings under lines of credit with other financial institutions. For intermediate liquidity needs, we utilize advances from the FHLB. To supply liquidity over the longer term, we have access to brokered time deposits, term loans at the FHLB and borrowings under lines of credit with other financial institutions.

The above sources of liquidity allow the banking segment to meet increased liquidity demands without adversely affecting daily operations. The Bank’s borrowing capacity through access to secured funding sources is summarized in the following table (in millions). Available liquidity noted below does not include borrowing capacity available through the discount window at the Federal Reserve.


	September 30,		December 31,
	2025		2024
FHLB capacity	$	4,304	$	4,284
Investment portfolio (available)		1,202		1,397
Fed deposits (excess daily requirements)		1,036		2,053
	$	6,542	$	7,734

During the third quarter of 2025, our overall deposit costs decreased, primarily due to lower rates on interest-bearing deposits and certain customers moving funds out of our higher yielding deposit products. This cost reduction was partially offset by competitive pressures and the reallocation of funds from noninterest-bearing to interest-bearing accounts. We are continuing to actively manage our overall deposit funding costs and anticipate potential opportunities to further lower interest-bearing deposit rates. Future decisions on the cost of deposits will continue to be influenced by various factors including, but not limited to competitive pressures, broader economic conditions, the recent 25-basis point decrease in the target range for the federal funds rate in September 2025, future changes in the target range for the federal funds rate, customer behavior and our liquidity position at that time. At September 30, 2025, the Bank also accessed and included approximately $325 million of core deposits on its balance sheet from our Hilltop Securities FDIC-insured sweep program, while the Bank is not utilizing any of its FHLB borrowing capacity noted above through the use of short-term borrowings.

Within our banking segment, deposit flows are affected by the level of market interest rates, the interest rates and products offered by competitors, the volatility of equity markets and other factors. An economic recovery and improved commercial real estate investment outlook may result in an outflow of deposits at an accelerated pace as customers utilize such available funds for expanded operations and investment opportunities. The Bank regularly evaluates its deposit products and pricing structures relative to the market to maintain competitiveness over time. Currently, the Bank is facing continued competition from bank and non-bank competitors for its deposit base and expects that its interest expense on certain deposits will continue to be driven by various factors, including competition as well as economic and market area factors.

The Bank’s 15 largest depositors, excluding Hilltop, Hilltop Securities and PrimeLending, collectively accounted for 15.10% of the Bank’s total deposits, and the Bank’s five largest depositors, excluding Hilltop and Hilltop Securities, collectively accounted for 9.40% of the Bank’s total deposits at September 30, 2025. The loss of one or more of our largest Bank customers, or a significant decline in our deposit balances due to ordinary course fluctuations related to these customers’ businesses, could adversely affect our liquidity and might require us to raise deposit rates to attract new deposits, purchase federal funds or borrow funds on a short-term basis to replace such deposits.

Broker-Dealer Segment

The Hilltop Broker-Dealers rely on their equity capital, short-term bank borrowings, interest-bearing and noninterest-bearing client credit balances, correspondent deposits, securities lending arrangements, repurchase agreement financing, commercial paper issuances and other payables to finance their assets and operations, subject to their respective compliance with broker-dealer net capital and customer protection rules. At September 30, 2025, Hilltop Securities had credit arrangements with two unaffiliated banks, with maximum aggregate commitments of up to $425.0 million. These credit arrangements are used to finance securities owned, securities held for correspondent accounts, receivables in customer margin accounts and underwriting activities. These credit arrangements are provided on an “as offered” basis and are not committed lines of credit. In addition, Hilltop Securities has committed revolving credit facilities with two unaffiliated banks, with aggregate availability of up to $125.0 million. At September 30, 2025, Hilltop Securities had no outstanding short-term borrowings under its credit arrangements or under its credit facilities.

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As of September 30, 2025, the weighted average maturity of the CP Notes was 142 days at a rate of 4.73% with a weighted average remaining life of 74 days. At September 30, 2025, the aggregate amount outstanding under these secured arrangements was $249.0 million, which was collateralized by securities held for Hilltop Securities accounts valued at $274.5 million.

Mortgage Origination Segment

PrimeLending funds the mortgage loans it originates through a warehouse line of credit maintained with the Bank, which had a total commitment of $1.2 billion, of which $765.9 million was drawn at September 30, 2025. PrimeLending sells substantially all mortgage loans it originates to various investors in the secondary market, historically with the majority with servicing released. As these mortgage loans are sold in the secondary market, PrimeLending pays down its warehouse line of credit with the Bank. In addition, PrimeLending has an available line of credit with an unaffiliated bank of up to $1.0 million, of which no borrowings were drawn at September 30, 2025.

PrimeLending owns a 100% membership interest in PrimeLending Ventures Management, LLC (“Ventures Management”), which holds a controlling ownership interest in and is the managing member of certain ABAs. At September 30, 2025, these ABAs had combined available lines of credit totaling $65.0 million, all of which was with the Bank, with outstanding borrowings of $30.7 million.

Other Material Contractual Obligations, Off-Balance Sheet Arrangements, Commitments and Guarantees

Since December 31, 2024, there have been no material changes in other material contractual obligations disclosed within the section captioned “Other Material Contractual Obligations, Off-Balance Sheet Arrangements, Commitments and Guarantees” set forth in Part II, Item 7 of our 2024 Form 10-K.

Additionally, in the normal course of business, we enter into various transactions, which, in accordance with GAAP, are not included in our consolidated balance sheets. We enter into these transactions to meet the financing needs of our customers. These transactions include commitments to extend credit and standby letters of credit, which involve, to varying degrees, elements of credit risk and interest rate risk in excess of the amounts recognized in our consolidated balance sheets.

Banking Segment

We enter into contractual loan commitments to extend credit, normally with fixed expiration dates or termination clauses, at specified rates and for specific purposes. Substantially all of our commitments to extend credit are contingent upon customers maintaining specific credit standards until the time of loan funding. We minimize our exposure to loss under these commitments by subjecting them to credit approval and monitoring procedures. We assess the credit risk associated with certain commitments to extend credit and have recorded a liability related to such credit risk in our consolidated financial statements.

Standby letters of credit are written conditional commitments issued by us to guarantee the performance of a customer to a third-party. In the event the customer does not perform in accordance with the terms of the agreement with the third-party, we would be required to fund the commitment. The maximum potential amount of future payments we could be required to make is represented by the contractual amount of the commitment. If the commitment is funded, we would

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be entitled to seek recovery from the customer. Our policies generally require that standby letter of credit arrangements contain security and debt covenants similar to those contained in loan agreements.

Broker-Dealer Segment

The Hilltop Broker-Dealers execute, settle and finance various securities transactions that may expose the Hilltop Broker-Dealers to off-balance sheet risk in the event that a customer or counterparty does not fulfill its contractual obligations. Examples of such transactions include the sale of securities not yet purchased by customers or for the account of the Hilltop Broker-Dealers, use of derivatives to support certain non-profit housing organization clients, clearing agreements between the Hilltop Broker-Dealers and various clearinghouses and broker-dealers, secured financing arrangements that involve pledged securities, and when-issued underwriting and purchase commitments.

Impact of Inflation and Changing Prices

Our consolidated financial statements included herein have been prepared in accordance with GAAP, which presently require us to measure financial position and operating results primarily in terms of historic dollars. Changes in the relative value of money due to inflation or recession are generally not considered. The primary effect of inflation on our operations is reflected in increased operating costs. Historically, changes in interest rates affect the financial condition of a financial institution to a far greater degree than changes in the inflation rate. Inflationary pressures have moderated in recent periods with the inflation rate coming down from its peak with the expectation that there will be continued moderation of inflation during the remainder of 2025. However, the impact and timing of tariffs add uncertainty to the inflation outlook. Furthermore, a prolonged period of inflation has, and could continue to cause our costs, including compensation, occupancy and software costs, to increase, which could adversely affect our results of operations and financial condition.

While interest rates are greatly influenced by changes in the inflation rate, they do not necessarily change at the same rate or in the same magnitude as the inflation rate. Interest rates are highly sensitive to many factors that are beyond our control, including changes in the expected rate of inflation, the influence of general and local economic conditions and the monetary and fiscal policies of the U.S. government, its agencies and various other governmental regulatory authorities.

Critical Accounting Estimates

We have identified certain accounting estimates which involve a significant level of estimation uncertainty and have had or are reasonably likely to have a material impact on our financial condition or results of operations. Our accounting policies are more fully described in Note 1 to the consolidated financial statements. Actual amounts and values as of the balance sheet dates may be materially different than the amounts and values reported due to the inherent uncertainty in the estimation process. Also, future amounts and values could differ materially from those estimates due to changes in values and circumstances after the balance sheet date. The critical accounting estimates, as summarized below, which we believe to be the most critical in preparing our consolidated financial statements relate to allowance for credit losses and goodwill and identifiable intangible assets. Since December 31, 2024, there have been no changes in critical accounting estimates as further described under “Critical Accounting Estimates” in our 2024 Form 10-K.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Our assessment of market risk as of September 30, 2025 indicates there are no material changes in the quantitative and qualitative disclosures from those previously reported in our 2024 Form 10-K, except as discussed below.

The primary objective of the following information is to provide forward-looking quantitative and qualitative information about our potential exposure to market risks. Market risk represents the risk of loss that may result from changes in value of a financial instrument as a result of changes in interest rates, market prices and the credit perception of an issuer. The disclosure is not meant to be a precise indicator of expected future losses, but rather an indicator of reasonably possible losses, and therefore our actual results may differ from any of the following projections. This forward-looking information provides an indicator of how we view and manage our ongoing market risk exposures.

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Banking Segment

The banking segment is engaged primarily in the business of investing funds obtained from deposits and borrowings in interest-earning loans and investments, and our primary component of market risk is sensitivity to changes in interest rates. Consequently, our earnings depend to a significant extent on our net interest income, which is the difference between interest income on loans and investments and our interest expense on deposits and borrowings. To the extent that our interest-bearing liabilities do not reprice or mature at the same time as our interest-bearing assets, we are subject to interest rate risk and corresponding fluctuations in net interest income.

There are several common sources of interest rate risk that must be effectively managed if there is to be minimal impact on our earnings and capital. Repricing risk arises largely from timing differences in the pricing of assets and liabilities. Reinvestment risk refers to the reinvestment of cash flows from interest payments and maturing assets at lower or higher rates. Basis risk exists when different yield curves or pricing indices do not change at precisely the same time or in the same magnitude such that assets and liabilities with the same maturity are not all affected equally. Yield curve risk refers to unequal movements in interest rates across a full range of maturities.

We have employed asset/liability management policies that attempt to manage our interest-earning assets and interest-bearing liabilities, thereby attempting to control the volatility of net interest income, without having to incur unacceptable levels of risk. We employ procedures which include interest rate shock analysis, repricing gap analysis and balance sheet decomposition techniques to help mitigate interest rate risk in the ordinary course of business. In addition, the asset/liability management policies permit the use of various derivative instruments to manage interest rate risk or hedge specified assets and liabilities. To help mitigate net interest income spread compression between our assets and liabilities, management maintains derivative trades, as either cash flow hedges or fair value hedges, that better align repricing characteristics. Any changes in interest rates across the term structure may continue to impact net interest income and net interest margin. The impact of rate movements will change with the shape of the yield curve, including any changes in steepness or flatness and inversions at any points on the yield curve.

An interest rate sensitive asset or liability is one that, within a defined time period, either matures or experiences an interest rate change in line with general market interest rates. The management of interest rate risk is performed by analyzing the maturity and repricing relationships between interest-earning assets and interest-bearing liabilities at specific points in time (“GAP”) and by analyzing the effects of interest rate changes on net interest income over specific periods of time by projecting the performance of the mix of assets and liabilities in varied interest rate environments. Interest rate sensitivity reflects the potential effect on net interest income resulting from a movement in interest rates. A company is considered to be asset sensitive, or have a positive GAP, when the amount of its interest-earning assets maturing or repricing within a given period exceeds the amount of its interest-bearing liabilities also maturing or repricing within that time period. Conversely, a company is considered to be liability sensitive, or have a negative GAP, when the amount of its interest-bearing liabilities maturing or repricing within a given period exceeds the amount of its interest-earning assets also maturing or repricing within that time period. During a period of rising interest rates, a negative GAP would tend to affect net interest income adversely, while a positive GAP would tend to result in an increase in net interest income. During a period of falling interest rates, a negative GAP would tend to result in an increase in net interest income, while a positive GAP would tend to affect net interest income adversely.

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As illustrated in the table below, the banking segment is currently asset sensitive overall. Loans that adjust daily or monthly to the Wall Street Journal Prime rate comprise a large percentage of interest sensitive assets and are the primary cause of the banking segment’s asset sensitivity. To help neutralize interest rate sensitivity, the banking segment has kept the terms of most of its borrowings under one year as shown in the following table (dollars in thousands).


	September 30, 2025
	3 Months or				> 3 Months to						> 1 Year to			> 3 Years to
	Less				1 Year						3 Years			5 Years			> 5 Years				Total
Interest sensitive assets:
Loans	$	4,526,991			$		1,321,509				$	1,734,825		$	686,562		$	413,911			$	8,683,798
Securities		380,016					230,921					467,698			368,918			848,312				2,295,865
Federal funds sold and securities purchased under agreements to resell		2,103,870					—					—			—			—				2,103,870
Other interest sensitive assets		7,071					—					—			—			29,858				36,929
Total interest sensitive assets		7,017,948					1,552,430					2,202,523			1,055,480			1,292,081				13,120,462

Interest sensitive liabilities:
Interest bearing checking	$		6,492,832			$		—		$		—		$	—		$	—		$		6,492,832
Savings		227,453					—					—			—			—				227,453
Time deposits		618,040					470,161					68,923			47,055			—				1,204,179
Notes payable and other borrowings		209,192					36					125			184			933				210,470
Total interest sensitive liabilities		7,547,517					470,197					69,048			47,239			933				8,134,934

Interest sensitivity gap	$	(529,569)			$		1,082,233				$	2,133,475		$	1,008,241		$	1,291,148			$	4,985,528

Cumulative interest sensitivity gap	$	(529,569)			$		552,664				$	2,686,139		$	3,694,380		$	4,985,528

Percentage of cumulative gap to total interest sensitive assets		(4.04)		%			4.21		%			20.47	%		28.16	%		38.00	%

The positive GAP in the interest rate analysis indicates that banking segment net interest income would generally rise if rates increase. Because of inherent limitations in interest rate GAP analysis, the banking segment uses multiple interest rate risk measurement techniques. Simulation analysis is used to subject the current repricing conditions to rising and falling interest rates in increments and decrements of 50 to 100 basis points to determine the effect on net interest income changes for the next twelve months. The banking segment also measures the effects of changes in interest rates on economic value of equity by discounting projected cash flows of deposits and loans. Economic value changes in the investment portfolio are estimated by discounting future cash flows and using duration analysis. Investment security prepayments are estimated using current market information. We believe the simulation analysis presents a more accurate picture than the GAP analysis. Simulation analysis recognizes that deposit products may not react to changes in interest rates as quickly or with the same magnitude as earning assets contractually tied to a market rate index. The sensitivity to changes in market rates varies across deposit products. Also, unlike GAP analysis, simulation analysis takes into account the effect of embedded options in the securities and loan portfolios as well as any off-balance sheet derivatives.

The table below shows the estimated impact of a range of changes in interest rates on net interest income and on economic value of equity for the banking segment (dollars in thousands).


	Change in	Changes in				Changes in
	Interest Rates	Net Interest Income				Economic Value of Equity
	(basis points)	Amount		Percent		Amount		Percent
September 30, 2025
	+200	$	37,630	8.86	%	$	159,344	9.68	%
	+100	$	19,351	4.56	%	$	96,283	5.85	%
	-50	$	(9,616)	(2.26)	%	$	(73,087)	(4.44)	%
	-100	$	(16,648)	(3.92)	%	$	(160,466)	(9.75)	%
	-200	$	(19,109)	(4.50)	%	$	(349,845)	(21.26)	%
December 31, 2024
	+200	$	47,270	11.49	%	$	170,230	10.84	%
	+100	$	24,101	5.86	%	$	99,348	6.33	%
	-50	$	(11,409)	(2.77)	%	$	(70,531)	(4.49)	%
	-100	$	(21,983)	(5.34)	%	$	(149,355)	(9.51)	%
	-200	$	(28,730)	(6.99)	%	$	(337,987)	(21.53)	%

The projected changes in the table above were in compliance with established internal policy guidelines and are based on numerous assumptions. The timing and magnitude of future interest rate movements, along with changes to the balance

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sheet composition, may impact projected changes in net interest income, but may not necessarily reflect the manner in which actual cash flows, yields and costs respond to changes in market interest rates. We continue to evaluate the interest rate risk position and may reposition the banking segment’s balance sheet in the future to better align with management’s target rate risk position.

Our portfolio includes loans that periodically reprice or mature prior to the end of an amortized term. Some of our variable-rate loans remain at applicable rate floors, which may delay and/or limit changes in interest income during a period of changing rates. If interest rates were to fall, the impact on our interest income would be limited by these rate floors. In addition, declining interest rates may negatively affect our cost of funds on deposits. The extent of this impact will ultimately be driven by the timing, magnitude and frequency of interest rate and yield curve movements, as well as changes in market conditions and timing of management strategies. If interest rates were to rise, yields on the portion of our portfolio that remain at applicable rate floors would rise more slowly than increases in market interest rates. Any changes in interest rates across the term structure will continue to impact net interest income and net interest margin. The impact of rate movements will change with the shape of the yield curve, including any changes in steepness or flatness and inversions at any points on the yield curve. Since the assumptions used relative to changes in interest rates are uncertain, the simulation analysis may not be indicative of actual results, particularly in times of stress and uncertainty. In addition, this analysis does not consider actions that management might employ in the future in response to changes in interest rates, as well as changes in earning asset and costing liability balances.

Broker-Dealer Segment

Our broker-dealer segment is exposed to market risk primarily due to its role as a financial intermediary in customer transactions, which may include purchases and sales of securities, use of derivatives and securities lending activities, and in our trading activities, which are used to support sales, underwriting and other customer activities. We are subject to the risk of loss that may result from the potential change in value of a financial instrument as a result of fluctuations in interest rates, market prices, investor expectations and changes in credit ratings of the issuer.

Our broker-dealer segment is exposed to interest rate risk as a result of maintaining inventories of interest rate sensitive financial instruments and other interest-earning assets including customer and correspondent margin loans and receivables and securities borrowing activities. Our funding sources, which include customer and correspondent cash balances, bank borrowings, repurchase agreements and securities lending activities, also expose the broker-dealer to interest rate risk. Movement in short-term interest rates could reduce the positive spread between the broker-dealer segment’s interest income and interest expense.

With respect to securities held, our interest rate risk is managed by setting and monitoring limits on the size and duration of positions and on the length of time securities can be held. Much of the interest rates on customer and correspondent margin loans and receivables are indexed and can vary daily. Our funding sources are generally short-term with interest rates that can vary daily.

The following table categorizes the broker-dealer segment’s net trading securities, which are subject to interest rate and market price risk (dollars in thousands).


	September 30, 2025
	1 Year			> 1 Year			> 5 Years
	or Less			to 5 Years			to 10 Years			> 10 Years			Total
Trading securities, at fair value
Municipal obligations	$	6,257		$	38,610		$	31,614		$	206,281		$	282,762
U.S. government and government agency obligations		7,449			(15,357)			14,363			144,820			151,275
Corporate obligations		2,559			9,489			3,658			34,713			50,419
Total debt securities		16,265			32,742			49,635			385,814			484,456
Corporate equity securities		—			—			—			—			—
Other		24,822			—			—			—			24,822
	$	41,087		$	32,742		$	49,635		$	385,814		$	509,278

Weighted average yield
Municipal obligations		4.98	%		3.73	%		4.12	%		5.20	%		4.88	%
U.S. government and government agency obligations		3.76	%		3.69	%		0.66	%		6.18	%		5.23	%
Corporate obligations		4.40	%		4.76	%		6.19	%		5.73	%		5.36	%

Derivatives are used to support certain customer programs and hedge our related exposure to interest rate risks.

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Our broker-dealer segment is engaged in various brokerage and trading activities that expose us to credit risk arising from potential non-performance from counterparties, customers or issuers of securities. This risk is managed by setting and monitoring position limits for each counterparty, conducting periodic credit reviews of counterparties, reviewing concentrations of securities and conducting business through central clearing organizations.

Collateral underlying margin loans to customers and correspondents and with respect to securities lending activities is marked to market daily and additional collateral is required, as necessary.

Mortgage Origination Segment

Within our mortgage origination segment, our principal market exposure is to interest rate risk due to the impact on our mortgage-related assets and commitments, including mortgage loans held for sale, IRLCs and MSR. Changes in interest rates could also materially and adversely affect our volume of mortgage loan originations.

IRLCs represent an agreement to extend credit to a mortgage loan applicant, whereby the interest rate on the loan is set prior to funding. Our mortgage loans held for sale, which we hold in inventory while awaiting sale into the secondary market, and our IRLCs are subject to the effects of changes in mortgage interest rates from the date of the commitment through the sale of the loan into the secondary market. As a result, we are exposed to interest rate risk and related price risk during the period from the date of the lock commitment until (i) the lock commitment cancellation or expiration date or (ii) the date of sale into the secondary mortgage market. Loan commitments generally range from 20 to 60 days, and our average holding period of the mortgage loan from funding to sale is approximately 30 days. An integral component of our interest rate risk management strategy is our execution of forward commitments to sell MBSs to minimize the impact on earnings resulting from significant fluctuations in the fair value of mortgage loans held for sale and IRLCs caused by changes in interest rates.

As a result of our mortgage servicing business, we have a portfolio of retained MSR. One of the principal risks associated with MSR is that in a declining interest rate environment, they will likely lose a substantial portion of their value as a result of higher than anticipated prepayments. Moreover, if prepayments are greater than expected, the cash we receive over the life of the mortgage loans would be reduced. The mortgage origination segment uses derivative financial instruments, including U.S. Treasury bond futures and options, and MBS commitments, as a means to mitigate market risk associated with MSR assets. No hedging strategy can protect us completely, and hedging strategies may fail because they are improperly designed, improperly executed and documented or based on inaccurate assumptions and, as a result, could actually increase our risks and losses. The MSR portfolio exposes us to interest rate risk and, correspondingly, the volatility of our earnings, especially if we cannot adequately hedge the interest rate risk relating to our MSR.

The goal of our interest rate risk management strategy within our mortgage origination segment is not to eliminate interest rate risk, but to manage it within appropriate limits. To mitigate the risk of loss, we have established policies and procedures, which include guidelines on the amount of exposure to interest rate changes we are willing to accept.

Consolidated

At September 30, 2025, total debt obligations on our consolidated balance sheet, excluding short-term borrowings and unamortized debt issuance costs and premiums, were $150 million, and was all subject to fixed interest rates. If interest rates were to increase by one eighth of one percent (0.125%), the increase in interest expense on the variable rate debt would not have a significant impact on our future consolidated earnings or cash flows.

As noted above within the discussion for each business segment, on a consolidated basis, our primary component of market risk is sensitivity to changes in interest rates. Consequently, and in large part due to the significance of our banking segment, our consolidated earnings depend to a significant extent on our net interest income. Refer to the discussion in the “Banking Segment” section above that provides more details regarding sources of interest rate risk and asset/liability management policies and procedures employed to manage our interest-earning assets and interest-bearing liabilities, and potential future repositioning of our GAP position, thereby attempting to control the volatility of net interest income, without having to incur unacceptable levels of risk.

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The table below shows the estimated impact of a range of changes in interest rates on net interest income on a consolidated basis (dollars in thousands).


	Change in	Changes in
	Interest Rates	Net Interest Income
	(basis points)	Amount		Percent
September 30, 2025
	+200	$	46,009	10.26	%
	+100	$	23,512	5.24	%
	-50	$	(11,523)	(2.57)	%
	-100	$	(22,784)	(5.08)	%
	-200	$	(38,449)	(8.57)	%
December 31, 2024
	+200	$	28,818	6.56	%
	+100	$	13,560	3.09	%
	-50	$	(26,356)	(6.00)	%
	-100	$	(46,457)	(10.58)	%
	-200	$	(59,571)	(13.57)	%

The projected changes in the table above were in compliance with established internal policy guidelines. These projected changes are based on numerous assumptions of growth and changes in the mix of assets or liabilities. The projected changes in net interest income are being impacted by the heightened level of cash balances, which represent a significant portion of our asset sensitivity given simulation analysis assumptions/limitations, and may not necessarily reflect the manner in which actual cash flows, yields and costs respond to changes in market interest rates. As a result, the timing and magnitude of future changes in interest rates including runoff of deposits, and related decline in cash, may impact projected changes in net interest income as noted in the table above.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Our management, with the supervision and participation of our Principal Executive Officer and Principal Financial Officer, has evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this report.

Based upon that evaluation, our Principal Executive Officer and Principal Financial Officer concluded that, as of the end of the period covered by this report, our disclosure controls and procedures were effective in recording, processing, summarizing and reporting, on a timely basis, information required to be disclosed by us in the reports that we file or submit under the Exchange Act and are effective in ensuring that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to the Company’s management, including our Principal Executive Officer and Principal Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting during the third fiscal quarter covered by this quarterly report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II. OTHER INFORMATION

Item 1. Legal Proceedings.

For a description of material pending legal proceedings, see the discussion set forth under the heading “Legal Matters” in Note 13 to our Consolidated Financial Statements, which is incorporated by reference herein.

Item 1A. Risk Factors.

There have been no material changes to the risk factors disclosed under “Item 1A. Risk Factors” of our 2024 Form 10-K. For additional information concerning our risk factors, please refer to “Item 1A. Risk Factors” of our 2024 Form 10-K.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

The following table details our repurchases of shares of common stock during the three months ended September 30, 2025.


Period	Total Number of Shares Purchased	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs ⁽¹⁾
July 1 - July 31, 2025	104,811	$	29.76	104,811	$	63,739,514
August 1 - August 31, 2025	1,346,914		32.04	1,346,914		20,587,229
September 1 - September 30, 2025	249,549		35.01	249,549		11,850,563
Total	1,701,274	$	32.33	1,701,274

(1)

Item 5. Other Information

None of our directors or executive officers adopted, terminated or modified a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement (each as defined in Item 408(a) of Regulation S-K) during the three months ended September 30, 2025.

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Item 6. Exhibits.


Exhibit Number		Description of Exhibit
31.1*		Certification of Principal Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended.

31.2*		Certification of Principal Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended.

32.1**		Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS		XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

101.SCH*		Inline XBRL Taxonomy Extension Schema

101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase

101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase

101.LAB*		Inline XBRL Taxonomy Extension Label Linkbase

101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase

104		Cover Page Interactive File (formatted as Inline XBRL and contained in Exhibit 101)

*	Filed herewith.

** Furnished herewith.

The agreements and other documents filed as exhibits to this report are not intended to provide factual information or

other disclosure other than with respect to the terms of the agreements or other documents themselves, and you should

not rely on them for that purpose. In particular, any representations and warranties made by us in these agreements or

other documents were made solely within the specific context of the relevant agreement or document and may not

describe the actual state of affairs as of the date they were made or at any other time.

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SIGNATURES

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 thereunto duly authorized.


	HILLTOP HOLDINGS INC.

Date: October 24, 2025	By:	/s/ William B. Furr
		William B. Furr
		Chief Financial Officer (Principal Financial Officer and duly authorized officer)

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Source: View Original Filing on SEC EDGAR

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