[Form 4] Hilltop Holdings Inc. Insider Trading Activity

Rhea-AI Filing Summary

Hilltop Holdings insider Steve B. Thompson received 9,175 restricted stock units (RSUs) on 12/31/2022 that will convert into an equal number of common shares when they vest on the third anniversary, 12/31/2025, or sooner upon specified change-in-control events. Following that grant, the filing shows total beneficial ownership of 65,830.6342 shares. Separately, 1,487 shares were disposed of on 01/01/2023 at a price of $30.01, representing shares withheld by the issuer to satisfy tax withholding related to the vesting of 5,014 RSUs awarded on 01/01/2020, leaving beneficial ownership of 64,343.6342 shares after the withholding.

Positive

• Long‑term alignment: 9,175 RSUs vesting over three years align the reporting person’s incentives with shareholders.
• No open‑market sale: The reported 1,487 share reduction was issuer withholding for taxes, not a sale generating cash proceeds.

Negative

• Temporary dilution potential: The RSU grant could increase outstanding shares upon vesting, modestly diluting existing shareholders if new shares are issued.

Insights

Corporate Governance Expert

TL;DR: Routine executive compensation through time‑based RSUs aligns management with shareholders; withholding for taxes is standard and modestly reduces holdings.

The 9,175 RSU grant is a typical long‑term incentive that vests over three years, encouraging retention and alignment with shareholder value through 12/31/2025. The contemporaneous withholding of 1,487 shares to satisfy tax on earlier vested awards is an administrative action, not a market sale, and reduces reported beneficial ownership to 64,343.6342 shares. There is no indication of unusual accelerated vesting outside standard change‑in‑control protections.

Compensation Analyst

TL;DR: The grant size is meaningful for executive pay but appears consistent with multi‑year incentive practices; no cash proceeds to the insider were reported.

The 9,175 RSUs add to deferred equity compensation and will only convert to shares on vesting, limiting immediate dilution. The 1,487‑share disposition relates to tax withholding for 5,014 vested RSUs from 01/01/2020, showing standard payroll tax handling rather than open‑market selling. No option exercises or cash sales were reported, indicating retention orientation in compensation design.

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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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)
12/31/2022

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	12/31/2022		A		9,175(1)	A	$0.00	65,830.6342	D
Common Stock	01/01/2023		F		1,487(2)	D	$30.01	64,343.6342	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, December 31, 2025, 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.

2. Represents shares of common stock withheld by the Issuer to satisfy tax withholding obligations in connection with the vesting of 5,014 restricted stock units awarded on January 1, 2020.

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 insider transactions did Steve B. Thompson report for Hilltop Holdings (HTH)?

He received 9,175 RSUs on 12/31/2022 and had 1,487 shares withheld on 01/01/2023 to satisfy taxes related to earlier vested RSUs.

When will the 9,175 restricted stock units vest for HTH insider Steve B. Thompson?

The RSUs vest on the third anniversary of the grant, i.e., 12/31/2025, or sooner upon specified change‑in‑control events.

How many Hilltop Holdings shares did Steve B. Thompson beneficially own after these transactions?

After the withholding, the filing reports beneficial ownership of 64,343.6342 shares.

Why were 1,487 Hilltop shares disposed of by the reporting person?

Those 1,487 shares were withheld by the issuer to satisfy tax withholding obligations related to the vesting of 5,014 RSUs awarded on 01/01/2020.

Did the insider receive cash proceeds from the transactions reported on the Form 4?

No cash proceeds were reported; the 1,487‑share movement was withholding for taxes rather than an open‑market sale.