[Form 4] Hilltop Holdings Inc. Insider Trading Activity

Rhea-AI Filing Summary

Hilltop Holdings reported that Steve B. Thompson, the company's President and CEO, was granted 11,618 restricted stock units (RSUs) on 02/05/2025. The RSUs vest on the third anniversary of grant (February 5, 2028) or earlier upon specified events, and an equal number of common shares will be deliverable at vesting. Shares issued on conversion will remain subject to transfer restrictions until the first anniversary of the vesting date (February 5, 2029) or earlier upon specified events. Following the grant, the reporting person beneficially owns 123,159.8088 shares (direct). The award has a $0.00 purchase price, indicating a compensatory grant.

Positive

• Time‑based vesting aligns CEO incentives with long‑term company performance over three years
• Post‑vesting transfer restrictions (one year) further promote retention and discourage immediate sale
• No cash outlay required by the reporting person, indicating a compensatory equity award rather than purchased shares

Negative

• Potential dilution when 11,618 shares are delivered at vesting; magnitude cannot be assessed from this form alone
• Limited disclosure on total outstanding shares, prior awards, or whether grants include performance conditions, restricting full governance assessment

Insights

Financial Analyst

TL;DR: CEO received a time‑based RSU grant of 11,618 shares, aligning compensation with long‑term shareholder value.

The grant is a typical executive compensation vehicle that vests over three years, creating retention incentives. Because the RSUs convert to common stock at vesting with post‑vesting transfer restrictions for one year, the package promotes multi‑year alignment. The grant is compensatory (no cash price) and will dilute existing equity when shares are delivered; the filing does not state outstanding share count so dilution magnitude cannot be quantified from this form alone.

Corporate Governance Expert

TL;DR: Time‑vesting RSUs with post‑vesting transfer restrictions are standard governance practice to retain and align the CEO.

The award’s structure—three‑year vesting with an additional one‑year transfer restriction window—signals a focus on retention and sustained performance. The Form 4 discloses direct beneficial ownership after the grant but includes no details on prior grants, total outstanding equity, or performance conditions, limiting assessment of proportionality to pay and governance metrics. No accelerated vesting triggers beyond those referenced in the award agreement are detailed here.

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)
02/05/2025

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	02/05/2025		A		11,618(1)	A	$0.00	123,159.8088	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 5, 2028, 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 5, 2029, 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	09/29/2025
	** 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 Hilltop Holdings (HTH) disclose about Steve B. Thompson's share grant?

The Form 4 reports a grant of 11,618 restricted stock units (RSUs) to Steve B. Thompson, which vest on February 5, 2028 or earlier upon specified events.

When will the RSUs awarded to the CEO convert into common stock?

The RSUs will convert to an equal number of common shares upon vesting on February 5, 2028, subject to earlier events described in the award agreement.

Are there any restrictions after the RSUs vest?

Yes. Shares deliverable upon conversion will be subject to transfer restrictions until the first anniversary of the vesting date (February 5, 2029) or earlier upon specified events.

How many Hilltop (HTH) shares does the reporting person beneficially own after the grant?

The Form 4 shows the reporting person beneficially owns 123,159.8088 shares following the reported transaction.

Was the RSU grant a purchase or compensatory award?

The transaction lists a $0.00 price, indicating the RSUs were granted as compensatory awards rather than purchased shares.