[Form 4] Hilltop Holdings Inc. Insider Trading Activity

Rhea-AI Filing Summary

Steve B. Thompson, an officer and director of Hilltop Holdings Inc. (HTH), was granted 6,779 restricted stock units (RSUs) on 02/20/2020. The reported transaction shows 6,779 RSUs acquired at $0.00, bringing the reporting person's total beneficial ownership to 35,141 shares following the grant. The RSUs vest on the third anniversary of the grant, February 20, 2023, or earlier upon specified events in the award agreement. Shares delivered on vesting will remain subject to transfer restrictions until the first anniversary of vesting, February 20, 2024, unless earlier release events occur. The Form 4 was signed by an attorney-in-fact on 09/26/2025.

Positive

• Alignment with long-term incentives: RSUs vest over three years, encouraging retention and performance
• Clear vesting and restriction timeline: Vesting on Feb 20, 2023, with transfer restrictions until Feb 20, 2024
• Increased insider ownership: Beneficial ownership rises to 35,141 shares

Negative

• Potential dilution: Issuance of RSUs increases share count upon settlement
• Limited detail on acceleration triggers: Form references events that could accelerate vesting but does not specify them in the filing

Insights

Financial Analyst

TL;DR: This is a routine equity compensation grant that modestly increases insider ownership and ties pay to multi-year retention.

The grant of 6,779 RSUs at no cash cost is a non-cash compensation action that increases the reporting person’s stake to 35,141 shares. Vesting over three years aligns executive pay with long-term performance and retention. The zero cash price indicates this is a restricted unit grant rather than a market purchase. From a shareholder perspective, the issuance is dilutive in aggregate but typical for executive incentives; the filing provides clear vesting and transfer-restriction timelines for assessment.

Corporate Governance Expert

TL;DR: Governance-wise this appears standard: time-based RSUs with post-vest transfer restrictions and event-based acceleration clauses.

The award agreement includes routine accelerated-vesting provisions tied to specified events and a one-year post-vesting transfer restriction. Those features are common safeguards to retain executives and align them with shareholder interests. The Form 4 discloses necessary mechanics and ownership impact but does not include additional plan-level details or material changes to executive arrangements beyond this grant.

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
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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)
02/20/2020

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	02/20/2020		A		6,779(1)	A	$0.00	35,141	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. Represents restricted stock units granted to the reporting person. 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 date of grant, February 20, 2023, or immediately upon the earlier occurrence of events specified in the reporting person's restricted stock unit award agreement. The shares of common stock deliverable upon conversion of such restricted stock units will be subject to restrictions on transfer until the first anniversary of the vesting date of the restricted stock units, February 20, 2024, or immediately upon the earlier occurrence of events specified in the reporting person's restricted stock unit award agreement.

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 Form 4 for HTH?

He reported receipt of 6,779 restricted stock units on 02/20/2020, increasing his beneficial ownership to 35,141 shares.

When do the RSUs granted to the reporting person vest?

The RSUs vest on February 20, 2023, the third anniversary of the grant, or earlier upon specified events in the award agreement.

Are there post-vesting restrictions on the shares from the RSUs?

Yes. Shares delivered on conversion are restricted from transfer until February 20, 2024, the first anniversary of the vesting date, unless earlier release events occur.

What price was reported for the RSU grant on the Form 4?

The reported price is $0.00, indicating a restricted stock unit grant rather than a purchase.

Who signed the Form 4 and when was it signed?

The Form 4 was signed by Corey G. Prestidge, Attorney-in-Fact for Steve B. Thompson, on 09/26/2025.