Hilltop (HTH) CAO reports RSU vesting and tax share withholding

Rhea-AI Filing Summary

Hilltop Holdings Inc. (HTH) Chief Administrative Officer Darren E. Parmenter reported equity award activity involving common stock. On February 8, 2026, he received 2,753 shares of common stock at $0.00 per share upon vesting of performance-based restricted stock units granted on February 8, 2023. To cover tax withholding tied to this vesting, the issuer withheld 769 shares and 916 shares at a price of $39.83 per share. After these transactions, Parmenter directly owned 92,500.0883 shares of Hilltop common stock.

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)
02/08/2026

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	02/08/2026		F		769(1)	D	$39.83	90,663.0883	D
Common Stock	02/08/2026		A		2,753(2)	A	$0.00	93,416.0883	D
Common Stock	02/08/2026		F		916(3)	D	$39.83	92,500.0883	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. Represents shares of common stock withheld by the issuer to satisfy tax withholding obligations in connection with the vesting of performance-based restricted stock units awarded on February 8, 2023.

2. Represents shares of common stock delivered upon the vesting of performance-based restricted stock units awarded on February 8, 2023 in connection with the achievement of certain performance criteria.

3. Represents shares of common stock withheld by the issuer to satisfy tax withholding obligations in connection with the vesting of time-based restricted stock units awarded on February 8, 2023.

Remarks:

	/s/ DARREN PARMENTER	02/10/2026
	** 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 HTH Chief Administrative Officer Darren Parmenter report?

Darren Parmenter reported vesting of performance-based restricted stock units, receiving 2,753 Hilltop (HTH) common shares. To satisfy related tax withholding obligations, the issuer withheld 769 shares and 916 shares at $39.83 per share on February 8, 2026.

How many Hilltop (HTH) shares does Darren Parmenter own after the reported Form 4 transactions?

After these Form 4 transactions, Darren Parmenter directly holds 92,500.0883 shares of Hilltop Holdings Inc. (HTH) common stock. This balance reflects shares delivered upon restricted stock unit vesting, net of shares withheld by the issuer to cover tax obligations.

What is the nature of the 2,753 Hilltop (HTH) shares reported as acquired by Darren Parmenter?

The 2,753 Hilltop common shares represent stock delivered upon vesting of performance-based restricted stock units originally awarded on February 8, 2023. These units vested in connection with achieving specified performance criteria, resulting in stock being issued at $0.00 per share.

Why were 769 and 916 Hilltop (HTH) shares withheld in Darren Parmenter’s Form 4?

The 769 shares and 916 shares of Hilltop common stock were withheld by the issuer at $39.83 per share to satisfy tax withholding obligations associated with vesting of performance-based and time-based restricted stock units granted on February 8, 2023.

What do the performance-based restricted stock units in HTH’s Form 4 represent?

The performance-based restricted stock units represent an equity award granted on February 8, 2023 that converts into Hilltop (HTH) common shares upon meeting defined performance criteria. Upon vesting, 2,753 shares were delivered and a portion was withheld for taxes.

Did the Hilltop (HTH) Form 4 involve any derivative securities?

The reported Hilltop (HTH) Form 4 lists activity only in non-derivative common stock, including shares from restricted stock unit vesting and shares withheld for tax obligations. The derivative securities table shows no new derivative transactions in the disclosed excerpt.