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

Rhea-AI Filing Summary

Uniti Group Inc. (UNIT) filed an 8-K to report that, effective 29-Jul-2025, it reincorporated from Maryland to Delaware via a shareholder-approved Plan of Conversion. All outstanding Maryland common shares automatically became Delaware shares; the Nasdaq ticker UNIT and share transfer restrictions are unchanged. Existing directors, officers, benefit/incentive plans and Rule 144 holding periods carry over without interruption.

The move positions Uniti for its previously announced merger with New Windstream, LLC. All regulatory and stockholder approvals for the merger have been secured and closing is targeted for on or about 1-Aug-2025, subject to customary conditions. Upon closing, each Uniti share is expected to convert into approximately 0.6029 shares of the combined company, with cash paid for fractional shares.

• New Delaware certificate of incorporation and bylaws are now in effect (Exhibits 3.2 & 3.3).
• No impact on trading symbol, exchange listing or federal securities law status.
• Full Plan of Conversion and related charter documents are filed as exhibits.

Positive

• Completed reincorporation into Delaware, enhancing governance flexibility and legal predictability.
• All regulatory and shareholder approvals for the Windstream merger are in hand; closing set for ~1-Aug-25.
• Shareholders receive 0.6029 shares of the combined company, providing continued equity participation.

Negative

• Merger still requires satisfaction of customary closing conditions, leaving residual execution risk.
• Exchange ratio implies dilution for existing Uniti holders relative to a 1-for-1 scenario.

Insights

Corporate Governance Analyst

TL;DR: Reincorporation gives UNIT Delaware-law flexibility and clears a key condition for the Windstream merger; no immediate financial impact.

Shifting from Maryland to Delaware places Uniti under the nation’s most established corporate code, generally viewed as more predictable on fiduciary and takeover matters. Governance terms now rest in a fresh charter/bylaws package, though board composition and officer slate remain unchanged, limiting execution risk. Since shareholder approval was already obtained in April, today’s filing largely perfects the legal mechanics and signals readiness for the imminent Windstream merger. Investors should read the new governing documents for any subtle entitlement changes (e.g., forum selection, limitation of liability clauses) that could affect future litigation or activist campaigns.

M&A Specialist

TL;DR: Conversion removes technical obstacles; merger now on track for 1-Aug-25 at 0.6029 share exchange, implying moderate dilution but strategic scale-up.

The reincorporation satisfies a closing condition in the May 2024 Merger Agreement. With regulatory and shareholder green-lights secured, only customary conditions remain, making the announced timetable credible. The 0.6029 exchange ratio fixes relative ownership and should be modeled for dilution/accretion once pro-forma financials are available. Market risk is limited by unchanged listing and seamless share conversion, but investors must weigh integration and synergy execution post-closing.

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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 5 – Corporate Governance and Management

Item 5.07 Submission of Matters to a Vote of Security Holders.

On July 24, 2025, Hilltop Holdings Inc., or the Company, held its 2025 Annual Meeting of Stockholders, or the 2025 Annual Meeting. At the 2025 Annual Meeting, which was held virtually, stockholders were asked to vote on three proposals: the election of the 13 director nominees named in the proxy statement; a non-binding advisory vote to approve executive compensation; and the ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025. The voting results of the 2025 Annual Meeting are presented below.

Proposal No. 1: The stockholders elected the following 13 director nominees to serve on the Company’s Board of Directors until the 2026 annual meeting of stockholders or until their successors are duly elected and qualified.

Name		For				Against				Withheld				Broker Non-Votes
Rhodes R. Bobbitt			29,751,107				-				20,342,230				5,956,093
Tracy A. Bolt			33,559,732				-				16,533,605				5,956,093
J. Taylor Crandall			25,931,915				-				24,161,422				5,956,093
Hill A. Feinberg			33,040,067				-				17,053,270				5,956,093
Jeremy B. Ford			33,345,406				-				16,747,931				5,956,093
Lee Lewis			32,316,981				-				17,776,356				5,956,093
Tom C. Nichols			34,073,683				-				16,019,654				5,956,093
W. Robert Nichols, III			20,057,239				-				30,036,098				5,956,093
Kenneth D. Russell			31,208,578				-				18,884,759				5,956,093
A. Haag Sherman			28,299,520				-				21,793,817				5,956,093
Jonathan S. Sobel			33,558,919				-				16,534,418				5,956,093
Robert C. Taylor, Jr.			25,739,196				-				24,354,141				5,956,093
Carl B. Webb			32,665,434				-				17,427,903				5,956,093

Proposal No. 2: The stockholders did not approve, on an advisory basis, the 2024 compensation of the Company’s named executive officers.

For				Against				Abstain				Broker Non-Votes
	21,056,192				28,696,186				340,959				5,956,093

Proposal No. 3: The stockholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025.

For				Against				Abstain				Broker Non-Votes
	38,816,897				658,803				16,573,730				-

As previously announced, on April 24, 2025, Gerald J. Ford ceased serving as a member of the Board of Directors of the Company and, in connection therewith, was appointed Chairman Emeritus. Effective July 8, 2025, Mr. Ford resigned from his position as Chairman Emeritus of the Company. The Company has been informed that there is a dispute with respect to the authority of Mr. Ford and certain of his representatives to vote 15,544,674 shares beneficially owned by Diamond A Financial, L.P. (the “Disputed Shares”). If, in light of such dispute, the votes of the Disputed Shares were disregarded, the results disclosed above would be different, but there would be no change to the outcome of Proposal No. 1 or Proposal No. 3.

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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 hereunto duly authorized.

			Hilltop Holdings Inc.,
			a Maryland corporation
Date:          July 29, 2025	By:		/s/ Corey G. Prestidge
			Name:	Corey G. Prestidge
			Title:	Executive Vice President,
				General Counsel & Secretary

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FAQ

Why did Uniti Group (UNIT) reincorporate in Delaware?

To adopt Delaware’s corporate law framework and satisfy a condition precedent to the pending merger with New Windstream.

Does the reincorporation affect UNIT’s Nasdaq listing or ticker?

No. UNIT continues to trade on the Nasdaq Global Select Market under the symbol "UNIT".

What will UNIT shareholders receive in the Windstream merger?

Approximately 0.6029 shares of the combined company for each UNIT share, plus cash for fractional shares.

When is the Windstream merger expected to close?

On or about 1 August 2025, subject to customary closing conditions.

Are existing share restrictions or Rule 144 holding periods impacted?

No. Restrictions and holding-period calculations carry over to the new Delaware shares without reset.