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

Rhea-AI Filing Summary

Global Mofy AI Limited (GMM) reports the full resolution of its April-2025 PIPE warrants. Purchasers first surrendered 25 % (≈2.55 m) of the 10.20 m warrants, leaving 7.65 m outstanding. Between 8-21 July 2025, those remaining warrants were fully exercised via the 0.8× cashless alternative, converting into 6,117,316 Class A ordinary shares. Because the exercise was cashless, the company received no incremental cash.

Following the issuance, share count stands at 25,495,761 Class A and 3,723,975 Class B shares. The new shares—about 24 % of the current Class A total—are registered under the effective Form F-1 (333-287230). This Form 6-K is also incorporated by reference into the company’s Form F-3 shelf (333-284554).

The update removes a sizeable derivative overhang, simplifying the capital structure, but simultaneously dilutes existing holders without providing fresh capital. No financial results, cash-flow data, or guidance were disclosed.

Positive

• 25 % of warrants voluntarily surrendered, cutting potential future dilution by about 2.55 m shares.
• Full exercise eliminates warrant overhang, simplifying capital structure and removing derivative uncertainty.

Negative

• 6.12 m new shares issued, increasing Class A share count by roughly 24 % and diluting existing holders.
• Cashless exercise delivers no cash proceeds, so dilution is not offset by additional capital for operations.

Insights

Equity Capital Markets Analyst

TL;DR: Large warrant block removed but 24 % dilution occurs with zero cash inflow—net negative for existing shareholders.

The voluntary surrender of 25 % of the warrants is constructive because it eliminates 2.55 m potential shares and reduces headline overhang risk. However, the cashless exercise of the remaining 7.65 m warrants expands the Class A float by 6.12 m shares—roughly one quarter of shares now outstanding—without adding capital that could fund growth. The transaction therefore pressures per-share metrics and may weigh on market price despite a cleaner cap table. No earnings data or strategic use of funds offset the dilution, and the company still has dual-class governance (3.72 m Class B shares) that concentrates voting power. Overall impact skews negative.

0001265131false00012651312025-07-242025-07-24

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

​

FORM 8-K

​

CURRENT REPORT

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

​

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

​

Hilltop Holdings Inc.

(Exact name of registrant as specified in its charter)

​

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

​

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

​

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

​

​

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

​

​ ​ ​ ​ ​

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):

​

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

​

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

​

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

​

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

​

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

​

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.

​

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. ☐

​

​

Section 2 – Financial Information

​

Item 2.02  Results of Operations and Financial Condition.

​

On July 24, 2025, Hilltop Holdings Inc., or the Company, issued a press release announcing its results of operations and financial condition as of and for the three months ended June 30, 2025. The text of the release is set forth in Exhibit 99.1 attached to this Current Report on Form 8-K and is incorporated herein by reference.

​

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.

​

Section 8 – Other Events

​

Item 8.01  Other Events.

​

On July 24, 2025, the Board of Directors of the Company declared a quarterly cash dividend of $0.18 per common share, payable on August 29, 2025, to stockholders of record as of the close of business on August 15, 2025.

​

Additionally, on July 24, 2025, the Board of Directors of the Company authorized, subject to non-objection from the Board of Governors of the Federal Reserve, an increase to the aggregate amount of common stock the Company may repurchase under the stock repurchase program originally authorized in January 2025, to $135.0 million, an increase of $35.0 million. The stock repurchase program expires in January 2026. Under the program, the Company is authorized to repurchase its outstanding common stock in the open market or through privately negotiated transactions as permitted under Rule 10b-18 promulgated under the Securities Exchange Act of 1934. The extent to which the Company repurchases its shares and the timing of such repurchases will depend upon market conditions and other corporate considerations, as determined by the Company’s management team. The purchases will be funded from available cash balances.

​

Forward-Looking Statements

​

This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the Company’s actual results, performance or achievements to be materially different from any future results, performance or achievements anticipated in such statements. Forward-looking statements speak only as of the date they are made and, except as required by law, the Company does not assume any duty to update forward-looking statements. Such forward-looking statements include, but are not limited to, statements concerning the Company’s plans, objectives, strategies, expectations, intentions and other statements that are not statements of historical fact, and may be identified by words such as “anticipates,” “believes,” “building,” “continue,” “could,” “drive,” “estimates,” “expects,” “extent,” “focus,” “forecasts,” “goal,” “guidance,” “intends,” “may,” “might,” “outlook,” “plan,” “position,” “probable,” “progressing,” “projects,” “prudent,” “seeks,” “should,” “target,” “view,” “will” or “would” or the negative of these words and phrases or similar words or phrases. For a list of factors that could cause actual results to differ materially from those set forth in the forward-looking statements, see the risk factors described in the Company’s most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q and other reports that are filed with the Securities and Exchange Commission. All forward-looking statements are qualified in their entirety by this cautionary statement.

​

Section 9 – Financial Statements and Exhibits

​

Item 9.01  Financial Statements and Exhibits.

​

(a) Financial statements of businesses acquired.

Not applicable.

(b) Pro forma financial information.

Not applicable.

(c) Shell company transactions.

Not applicable.

(d) Exhibits.

​

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.

​

​ ​	​	​ ​
Exhibit Number	​	Description of Exhibit
​ 99.1	​	​ Press Release issued July 24, 2025 (furnished pursuant to Item 2.02).
​	​	​
104	​	Cover Page Interactive File (formatted as Inline XBRL).

​

​

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 hereunto duly authorized.

​

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

​

​

FAQ

How many Global Mofy AI (GMM) shares were issued through the warrant exercise?

The company issued 6,117,316 Class A ordinary shares via cashless warrant exercise.

What is GMM's current share count after the transaction?

Outstanding shares now total 25,495,761 Class A and 3,723,975 Class B shares.

Did Global Mofy AI receive cash from the warrant exercise?

No. The warrants were exercised using the cashless alternative, generating no cash proceeds.

What happened to the original 10.2 m PIPE warrants?

Investors surrendered 25 % (≈2.55 m) and exercised the remaining 7.65 m for shares.

Are the new shares already registered for resale?

Yes. The shares are covered by the company’s Form F-1 (333-287230), declared effective on 20 May 2025.