[8-K] HILLTOP HOLDINGS INC. Reports Material Event

Rhea-AI Filing Summary

Jaguar Health (JAGX) has filed a Form S-3 to register up to 1,409,732 common shares for resale by existing investors. The stock derives from (i) 481,150 shares underlying 6 % convertible Replacement Notes issued 24 Jun 2025 (conversion price $5.535–$5.555, maturity 30 Jan 2026) and (ii) 928,582 shares issuable on cash or cash-less exercise of accompanying warrants (exercise price $2.70, 18-month term). At the 23 Jul 2025 close of $2.38 the warrant strikes sit 13 % above market while the note conversion price is >130 % above market. If fully converted/exercised the new shares would expand the current 1.914 million share float by roughly 74 %, creating a sizeable overhang.

The company will not receive proceeds from secondary sales; only a full cash exercise of all warrants could raise ~$2.5 million, earmarked for working capital. The filing follows several recent financings (March convertible notes and May registered direct offering) and occurs alongside an active GI-focused drug pipeline led by crofelemer (FDA-approved Mytesi, multiple Phase 2/3 programs, orphan designations) and the October 2024 U.S. launch of Gelclair for oral mucositis. While pipeline breadth offers optionality, near-term investors must weigh dilution risk and potential price pressure from selling stockholders against the modest capital infusion possible from warrant exercises.

Positive

• Potential $2.5 million in cash proceeds if all $2.70 warrants are exercised.
• Note conversion price ($5.535–$5.555) is well above current market, reducing likelihood of immediate conversion-driven selling.
• Filing enhances liquidity for existing holders and removes Rule 144 timing uncertainty.

Negative

• Registration adds 1.41 million shares, a ~74 % potential increase in float, leading to dilution risk.
• Warrants priced near market could generate sell pressure once shares are free trading.
• Company receives no cash from secondary share sales, limiting near-term balance-sheet improvement.
• Continued use of convertible debt and warrant structures signals ongoing capital needs.

Insights

Financial Analyst

TL;DR: Filing registers 1.41 M resale shares—74 % dilution, limited cash to JAGX; sizeable supply overhang outweighs modest ~$2.5 M warrant proceeds.

The S-3 enables holders of June 2025 Replacement Notes and warrants to freely trade 1.41 M shares, versus only 1.91 M currently outstanding. Although note conversion is struck far above market, the $2.70 warrants sit close to spot, making exercise and immediate resale plausible. Because proceeds flow to the company only on cash exercise—and total just ~$2.5 M—the balance of risks skews negative: material dilution, potential downward pressure as insiders and funds monetize positions, and continued dependence on external capital to advance trials. Investors should monitor selling volume and the company’s cash runway, which was not disclosed here.

Biotech Industry Specialist

TL;DR: Registration clears cap-table clutter; pipeline still hinges on crofelemer progress and orphan strategies.

From an operational view, Jaguar retains full global rights to crofelemer and is pursuing multiple niche indications—SBS, MVID, CTD—supported by orphan incentives and proof-of-concept data. The filing itself is routine for financing housekeeping, but it underscores ongoing reliance on convertible structures rather than strategic partners. With warrants just above market the company could access quick, low-cost capital, yet that option dilutes shareholders without guaranteeing clinical inflection points. Milestones such as FDA Type C feedback on breast-cancer diarrhea prophylaxis and early-access EU programs remain primary value drivers.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

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Date of Report (Date of earliest event reported): July 24, 2025

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Hilltop Holdings Inc.

(Exact name of registrant as specified in its charter)

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Maryland	​	1-31987	​	84-1477939
(State or other jurisdiction of incorporation)	​	(Commission File Number)	​	(IRS Employer Identification No.)

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

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Registrant’s telephone number, including area code: (214) 855-2177

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(Former name or former address, if changed since last report.)

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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

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☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

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☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

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☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Securities registered pursuant to section 12(b) of the Act:

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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

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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b–2 of the Securities Exchange Act of 1934.

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Emerging growth company ☐

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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. ☐

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Section 2 – Financial Information

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Item 2.02 Results of Operations and Financial Condition.

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A copy of the Earnings Presentation of Hilltop Holdings Inc., or the Company, for the quarter ended June 30, 2025 is set forth in Exhibit 99.1 attached to this Current Report on Form 8-K and is incorporated herein by reference. The Company intends to use the Earnings Presentation, in whole or in part, in one or more meetings with investors or analysts, including in a webcast on July 25, 2025 at 8:00 a.m. (central time).

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The information in this Item (including Exhibit 99.1) is being furnished pursuant to Item 2.02 and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as expressly set forth in such filing.

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Section 9 – Financial Statements and Exhibits

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Item 9.01  Financial Statements and Exhibits.

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(a)Financial statements of businesses acquired.

Not applicable.

(b) Pro forma financial information.

Not applicable.

(c) Shell company transactions.

Not applicable.

(d) Exhibits.

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The following exhibit(s) are filed or furnished, depending on the relevant item requiring such exhibit, in accordance with the provisions of Item 601 of Regulation S-K and Instruction B.2 to this form.

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Exhibit Number	​	​ Description of Exhibit
​ 99.1	​	​ Second Quarter 2025 Earnings Presentation (furnished pursuant to Item 2.02).
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104	​	Cover Page Interactive File (formatted as Inline XBRL).

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SIGNATURES

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Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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​	​	Hilltop Holdings Inc.,
​	​	a Maryland corporation
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Date:	July 24, 2025	By:	/s/ COREY PRESTIDGE
​	​	Name:	Corey G. Prestidge
​	​	Title:	Executive Vice President,
​	​	​	General Counsel & Secretary

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FAQ

How many Jaguar Health (JAGX) shares are being registered on this Form S-3?

Up to 1,409,732 common shares: 481,150 from convertible notes and 928,582 from warrants.

Will Jaguar Health receive proceeds from this resale registration?

Jaguar receives no proceeds from stockholder sales; it only gains cash if warrants are exercised for $2.70 per share.

What is the potential dilution impact of the newly registered shares?

If all securities convert/exercise, the share count could rise by about 74 % versus the 1.914 M shares outstanding on 21 Jul 2025.

When do the 6 % Replacement Notes mature and at what conversion price?

Notes mature 30 Jan 2026 and convert at $5.535 (non-insiders) or $5.555 (insiders) per share.

What are the warrant terms?

Warrants are exercisable immediately at $2.70 and expire 18 months after issuance or upon a fundamental or liquidation event.

How will any warrant-exercise proceeds be used?

Management plans to apply net cash proceeds, if any, to working capital and general corporate purposes.

What is Jaguar Health’s current Nasdaq ticker and recent share price?

Ticker is JAGX; the last reported price on 23 Jul 2025 was $2.38 per share.