[Form 3] Hilltop Holdings Inc. Initial Statement of Beneficial Ownership

Rhea-AI Filing Summary

Steve B. Thompson, identified as a director and an officer (PrimeLending President and CEO) of Hilltop Holdings Inc. (HTH), reported beneficial ownership of 28,362 shares of Hilltop common stock. The filing notes 3,026 shares subject to sale restrictions until April 1, 2020 and restricted stock units granted on April 14, 2017; April 26, 2018; February 27, 2019; and January 1, 2020 that vest on the third anniversary of each grant or upon certain change‑in‑control events. The form is signed by an attorney‑in‑fact on behalf of Thompson.

Positive

• Clear disclosure of insider ownership amounting to 28,362 shares
• Equity alignment via restricted stock units with multi‑year vesting and change‑in‑control acceleration

Negative

• None.

Insights

Financial Analyst

TL;DR: Routine Form 3 disclosure showing modest insider share ownership with time‑based restricted stock units that align executive incentives.

This initial Form 3 documents 28,362 shares beneficially owned by Steve B. Thompson and specifies restricted components and RSU grants with three‑year vesting schedules. The disclosure is standard for an executive with equity compensation and provides transparency on timing of potential future share deliveries tied to tenure or change‑in‑control provisions. No derivative holdings or other material transactions are reported.

Corporate Governance Expert

TL;DR: Disclosure reflects typical executive equity grants and vesting provisions; nothing unusual or material to governance risk.

The filing identifies Thompson as both a director and an officer and details restricted stock and restricted stock units that vest on the third anniversary of grants or upon certain accelerated events, including change in control. This aligns executive and shareholder interests through deferred equity and clarifies potential dilution timing. The Form 3 is an initial ownership statement; it does not report any departures, transactions, or governance disputes.

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Thompson Steve B

(Last) (First) (Middle)

6565 HILLCREST AVENUE

(Street)

DALLAS TX 75205

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/01/2020

3. Issuer Name and Ticker or Trading Symbol
Hilltop Holdings Inc. [ HTH ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	PrimeLending President and CEO

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	28,362(1)	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Includes 3,026 shares that are subject to restrictions on sale until April 1, 2020. Also includes 2,893, 4,000, 5,000 and 5,014 restricted stock units granted to the reporting person on April 14, 2017, April 26, 2018, February 27, 2019 and January 1, 2020, respectively. Such restricted stock units will vest, and an equal number of shares of common stock will be deliverable to the reporting person, upon the third anniversary of the respective date of grant, or immediately upon the earlier occurrence of events specified in the reporting person's restricted stock unit award agreement, including a "change in control" of Hilltop Holdings Inc.

Remarks:

	/s/ Corey G. Prestidge, Attorney-in-Fact for Steve B Thompson	09/25/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

How many Hilltop Holdings (HTH) shares does Steve B. Thompson beneficially own?

The Form 3 reports 28,362 shares of Hilltop common stock beneficially owned by Steve B. Thompson.

Are any of Thompson's Hilltop shares restricted or subject to vesting?

Yes. The filing states 3,026 shares are restricted until April 1, 2020 and additional restricted stock units (2,893; 4,000; 5,000; 5,014) vest on the third anniversary of each grant or upon specified events.

What were the grant dates for the restricted stock units disclosed?

The RSUs were granted on April 14, 2017, April 26, 2018, February 27, 2019, and January 1, 2020.

What roles does the reporting person hold at Hilltop Holdings?

The filing lists Steve B. Thompson as a director and as an officer (PrimeLending President and CEO).

Does the Form 3 report any derivative securities or option holdings for Thompson?

No. Table II for derivative securities is blank; the filing reports only non‑derivative common stock holdings.

Who signed the Form 3 and when was it signed?

The form is signed by Corey G. Prestidge, Attorney‑in‑Fact for Steve B. Thompson with a signature date of 09/25/2025.