[Form 4] Hilltop Holdings Inc. Insider Trading Activity

Rhea-AI Filing Summary

Steve B. Thompson, reported transactions in Hilltop Holdings Inc. (HTH). On 02/27/2022 1,968 common shares were disposed of at $31.08, representing shares withheld to satisfy tax withholding on the vesting of 5,000 restricted stock units granted 02/27/2019, leaving 55,401.6757 shares beneficially owned directly. On 02/28/2022 (reported 03/01/2022) he acquired 83.5099 shares via dividend reinvestment at no cash cost, increasing direct beneficial ownership to 55,485.1856 shares. The form lists his role as an officer (PrimeLending President and CEO) and was signed by an attorney-in-fact.

Positive

• Dividend reinvestment added 83.5099 shares at no cash cost, increasing direct holdings to 55,485.1856 shares
• Clear explanation that 1,968 shares were withheld to satisfy tax on the vesting of 5,000 RSUs, improving transparency

Negative

• 1,968 shares disposed via tax withholding reduced free shares available to the reporting person
• No derivative transactions reported, limiting insight into hedging or option exercise activity

Insights

Securities Analyst

TL;DR: Routine insider tax-withholding and dividend reinvestment; modest net share increase, no material change to control.

The Form 4 discloses a common pattern: shares withheld to satisfy tax on RSU vesting and separate dividend reinvestment purchases. The net effect is a small increase of 83.5099 shares from dividends after the withholding of 1,968 shares. Reported holdings remain roughly 55.5k shares, indicating continued meaningful insider ownership but not a material shift in control or capital structure.

Corporate Governance Expert

TL;DR: Disclosure is standard and timely in content; shows compliance with Section 16 reporting for officer transactions.

The filing documents taxable withholding on vested RSUs and dividend reinvestment with clear explanations in the remarks. The use of an attorney-in-fact signature is disclosed. There are no indications of unusual trades, related-party transfers, or derivative activity in this filing. From a governance standpoint, this is a routine insider disclosure reflecting compensation mechanics rather than a transactional signal.

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)
02/27/2022

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	02/27/2022		F		1,968(1)	D	$31.08	55,401.6757	D
Common Stock	02/28/2022	03/01/2022	A		83.5099(2)	A	$0.00	55,485.1856	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 5,000 restricted stock units awarded on February 27, 2019.

2. Shares acquired pursuant to the reinvestment of dividends.

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

He reported 1,968 shares disposed on 02/27/2022 at $31.08 for tax withholding on vested RSUs and the acquisition of 83.5099 shares via dividend reinvestment reported 03/01/2022.

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

Following the transactions he beneficially owned 55,485.1856 shares directly.

Why were 1,968 shares disposed of according to the filing?

The filing states those shares were withheld by the issuer to satisfy tax withholding in connection with vesting of 5,000 restricted stock units awarded 02/27/2019.

Was any cash paid for the shares acquired?

No cash was reported for the dividend reinvestment; 83.5099 shares were acquired at $0.00 through reinvested dividends.

Who signed the Form 4 and when?

The form was signed by Corey G. Prestidge, Attorney-in-Fact for Steve B. Thompson on 09/26/2025, per the signature block.