[Form 4] HILLTOP HOLDINGS INC. Insider Trading Activity

Rhea-AI Filing Summary

The Schedule 13G filed on 3 July 2025 reveals that Mitchell P. Kopin, Daniel B. Asher and Intracoastal Capital LLC collectively own 153,219 Bone Biologics Corporation (BBLG) common shares, equal to 9.99 % of the class. The position consists of 148,500 issued shares and 4,791 shares underlying Intracoastal Warrant 2; all voting and dispositive power is shared among the three reporting persons.

The stake originates from a Securities Purchase Agreement signed on 27 June 2025, under which the Company issued 60,000 shares and seven separate warrants to Intracoastal. Each warrant carries an ownership “blocker” that prevents exercise if the group’s beneficial ownership would exceed 9.99 % (or 4.99 % for several smaller warrants). Because of these blockers the group remains below the 10 % threshold required for Section 16 reporting.

Without the blocker provisions, the reporting group could control up to 821,294 shares immediately after the SPA and 719,794 shares as of 3 July 2025—more than 1.3× the 545,260 shares outstanding on 20 June 2025—indicating significant potential dilution for existing holders if the warrants become exercisable.

The certification section states the securities were not acquired to influence control of the issuer. Nonetheless, investors should monitor (1) the pace of warrant exercises, (2) any amendments to blocker thresholds, and (3) future Schedule 13D/G updates that could signal a change in intent or ownership.

Positive

• Capital commitment: Intracoastal received shares and warrants through a Securities Purchase Agreement, supplying fresh equity capital to Bone Biologics.
• Ownership blockers cap the reporting group’s stake at 9.99 %, limiting immediate dilution and preventing a sudden change-of-control situation.

Negative

• Warrant overhang: Up to ~720k–820k additional shares could be issued, potentially more than doubling the current float and diluting existing shareholders.
• Concentrated voting power: All 153,219 shares are subject to shared voting/dispositive control, enabling coordinated action if intent changes.

Insights

Securities Analyst

TL;DR: 9.99 % cap keeps current dilution modest, but warrants could more than double float if blockers waived.

The filing confirms a near-control threshold stake by Intracoastal and its principals, obtained via a recent capital raise. Present ownership is below 10 %, limiting immediate governance impact. However, the warrants—many struck with identical 9.99 % or 4.99 % blockers—could expand the share count by roughly 720k–820k shares relative to a 545k base, a dilution risk exceeding 100 %. The investors’ certification of passive intent and the presence of blockers mitigate near-term concerns, yet the large option overhang warrants close monitoring. From a valuation perspective, the market should factor in potential supply as the company’s share count is already small.

Corporate Governance Expert

TL;DR: Coordinated 9.99 % holding signals passive status now, but sizable warrants confer future influence potential.

The group’s Schedule 13G (rather than 13D) filing and explicit certification indicate no present activism agenda. Shared voting and dispositive power among Kopin, Asher and Intracoastal suggests unified action if their stance changes. Blocker provisions strategically keep the group just under governance trigger points while preserving economic upside. Should corporate events lift the blockers—through share-count expansion or waiver—the investors could rapidly shift to an active stance with >10 % ownership. Current impact is therefore neutral, but governance risk rises if cumulative exercises breach thresholds.

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).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

PARMENTER DARREN E

(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)
	Chief Administrative Officer

3. Date of Earliest Transaction (Month/Day/Year)
07/01/2025

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	07/01/2025		A		102(1)	A	$27.32(2)	91,262.0883	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 April 1, 2025 through June 30, 2025.

2. In accordance with the ESPP, these shares were purchased based on 90% of the closing price of the Issuer's stock on June 30, 2025.

Remarks:

	/s/ DARREN PARMENTER	07/03/2025
	** 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

How much of Bone Biologics (BBLG) do Intracoastal and its principals currently own?

They beneficially own 153,219 shares, or 9.99 % of the outstanding common stock.

What is the maximum number of BBLG shares that could be issued under the warrants held by Intracoastal?

If all blocker provisions were removed, the group could control up to 719,794–821,294 shares depending on the reference date.

Why do the warrants include 9.99 % and 4.99 % blocker provisions?

The blockers prevent warrant exercise that would raise beneficial ownership above specified thresholds, avoiding Section 16 obligations and potential change-of-control triggers.

When was the Securities Purchase Agreement executed?

The SPA was signed on 27 June 2025, with the closing referenced in the filing.

How many shares outstanding were used to calculate the 9.99 % ownership?

The filing references 545,260 shares outstanding as of 20 June 2025.

Do the reporting persons intend to influence control of Bone Biologics?

Their certification states the securities were not acquired for the purpose of changing or influencing control.