[Form 4] Hilltop Holdings Inc. Insider Trading Activity

Rhea-AI Filing Summary

Hilltop Holdings insider purchase under ESPP. Steve B. Thompson, PrimeLending President and CEO and a director, purchased 850 shares of Hilltop Holdings Inc. (HTH) on 04/01/2022 through the company Employee Stock Purchase Plan for the January 1, 2022 through March 31, 2022 purchase period. The shares were bought at $26.46 per share, reflecting the ESPP formula of 90% of the March 31, 2022 closing price. Following the transaction, Thompson beneficially owned 56,335.1856 shares. The Form 4 was signed by an attorney-in-fact on behalf of Thompson on 09/26/2025.

Positive

• Acquisition of 850 shares under the Hilltop Holdings ESPP on 04/01/2022
• Shares purchased at $26.46 per share consistent with ESPP pricing (90% of 3/31/2022 close)
• Post-transaction beneficial ownership reported as 56,335.1856 shares

Negative

• None.

Insights

Financial Analyst

TL;DR Routine ESPP purchase: small, nondisruptive change in insider holdings.

The filing documents a common employee stock purchase plan acquisition of 850 shares at $26.46 per share, with post-transaction beneficial ownership of 56,335.1856 shares. This is a nondiscretionary purchase under the ESPP formula (90% of closing price) and appears administrative rather than signaling a material change in ownership or control.

Corporate Governance Expert

TL;DR Compliance filing shows standard disclosure for an officer/director ESPP acquisition.

The Form 4 indicates timely disclosure of an officer and director's ESPP purchase. The transaction code is A (acquisition) and the mechanism is the company ESPP, with an attestation by an attorney-in-fact. There are no derivative transactions or amendments disclosed that would raise governance concerns.

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Thompson Steve B

(Last) (First) (Middle)

6565 HILLCREST AVENUE

(Street)

DALLAS TX 75205

(City) (State) (Zip)

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

5. 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

3. Date of Earliest Transaction (Month/Day/Year)
04/01/2022

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	04/01/2022		A		850(1)	A	$26.46(2)	56,335.1856	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Shares acquired pursuant to the Hilltop Holdings Inc. (the "Issuer") Employee Stock Purchase Plan ("ESPP") for the ESPP purchase period of January 1, 2022 through March 31, 2022.

2. In accordance with the ESPP, these shares were purchased based on 90% of the closing price of the Issuer's stock on March 31, 2022.

Remarks:

	/s/ Corey G. Prestidge, Attorney-in-Fact for Steve B Thompson	09/26/2025
	** 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 4 (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

What did Steve B. Thompson report on the Form 4 for HTH?

He reported the acquisition of 850 shares of Hilltop Holdings Inc. under the ESPP on 04/01/2022.

At what price were the HTH shares purchased under the ESPP?

The shares were purchased at $26.46 per share, calculated as 90% of the March 31, 2022 closing price per the ESPP.

How many HTH shares did Thompson beneficially own after the transaction?

He beneficially owned 56,335.1856 shares following the reported transaction.

What is the relationship of the reporting person to Hilltop Holdings?

The form lists Steve B. Thompson as a Director and an Officer (PrimeLending President and CEO).

When was the Form 4 signed and by whom?

The signature block shows the form was signed by Corey G. Prestidge, Attorney-in-Fact for Steve B Thompson on 09/26/2025.