[Form 4] Hilltop Holdings Inc. Insider Trading Activity

Rhea-AI Filing Summary

Steve B. Thompson, an officer and director of Hilltop Holdings Inc. (HTH) and PrimeLending President and CEO, reported a non-derivative transaction dated 02/08/2025. The filing shows 3,560 shares of Hilltop common stock were disposed at a price of $32.11 per share. Following that transaction Mr. Thompson beneficially owned 119,599.8088 shares directly. The filing explains the 3,560 shares were withheld by the issuer to satisfy tax withholding on the vesting of 14,079 restricted stock units awarded on 02/08/2022.

Positive

• Insider retained substantial holdings: post-transaction beneficial ownership of 119,599.8088 shares indicates continued alignment with shareholders
• Transaction arose from RSU vesting: shares were withheld for tax withholding, suggesting administrative disposition rather than an intentional sale

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Routine tax-withholding disposition of vested RSUs by an insider; not a deliberate market sale.

The Form 4 discloses a common internal administration action where shares from vested restricted stock units are withheld to satisfy tax obligations. The disclosed amount, 3,560 shares, appears proportional to the stated 14,079 RSUs vesting, indicating standard employer withholding rather than an active liquidity-driven sale. This is a common, non-dispositive corporate governance event that does not by itself signal a change in executive ownership intent.

Securities Analyst

TL;DR: The transaction is small relative to typical insider holdings and likely immaterial to valuation.

The disposition price of $32.11 and the post-transaction beneficial ownership of 119,599.8088 shares are explicitly reported. Because the shares were withheld for taxes upon RSU vesting, this is an administrative transfer rather than a market sale for cash by the insider. From an investor-impact perspective, the filing represents routine compensation settlement with limited material effect on outstanding float or insider alignment.

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)
02/08/2025

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	02/08/2025		F		3,560(1)	D	$32.11	119,599.8088	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 shares of common stock withheld by the issuer to satisfy tax withholding obligations in connection with the vesting of 14,079 restricted stock units awarded on February 8, 2022.

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) insider Steve B. Thompson report on Form 4?

He reported the disposition of 3,560 common shares at $32.11 per share, with 119,599.8088 shares beneficially owned following the transaction.

Why were 3,560 shares disposed by the insider?

The filing states the 3,560 shares were withheld by the issuer to satisfy tax withholding related to the vesting of 14,079 restricted stock units awarded on 02/08/2022.

Does this Form 4 indicate an open-market sale by the insider of HTH stock?

No. The document explicitly describes the shares as withheld to satisfy tax obligations upon RSU vesting, not an executed market sale for proceeds.

What is the reporting person’s role at Hilltop Holdings?

The reporting person is identified as a Director and an Officer (PrimeLending President and CEO).