Hilltop Holdings (HTH) executive reports RSU tax withholding and holdings

Rhea-AI Filing Summary

Hilltop Holdings Inc. executive Steve B. Thompson, PrimeLending President and CEO, reported a routine share withholding transaction involving company common stock. On 12/30/2025, 2,468 shares of common stock were withheld by the issuer at a price of $34.14 per share to cover tax obligations arising from the vesting of restricted stock units.

The withholding related to the vesting of 9,175 restricted stock units that were originally awarded on January 31, 2023. After this tax withholding transaction, Thompson beneficially owns 100,842.2529 shares of Hilltop Holdings common stock in direct ownership.

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

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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).

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^*

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)
12/30/2025

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	12/30/2025		F		2,468(1)	D	$34.14	100,842.2529	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 9,175 restricted stock units awarded on January 31, 2023.

Remarks:

	/s/ Corey G. Prestidge, Attorney-in-Fact for Steve B Thompson	01/02/2026
	** 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.
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FAQ

What insider transaction did Hilltop Holdings (HTH) report in this Form 4?

The filing reports that Steve B. Thompson, PrimeLending President and CEO, had 2,468 shares of Hilltop Holdings common stock withheld on 12/30/2025 to cover tax obligations from vesting equity awards.

What was the price of the Hilltop Holdings (HTH) shares withheld for taxes?

The 2,468 shares of Hilltop Holdings common stock were withheld at a price of $34.14 per share in connection with the tax withholding.

How many Hilltop Holdings (HTH) shares does Steve B. Thompson own after this transaction?

After the reported transaction, Steve B. Thompson beneficially owns 100,842.2529 shares of Hilltop Holdings common stock with direct ownership.

What equity award led to the tax withholding for the Hilltop Holdings (HTH) executive?

The tax withholding arose from the vesting of 9,175 restricted stock units that were awarded to Steve B. Thompson on January 31, 2023.

Is this Hilltop Holdings (HTH) Form 4 related to a sale on the open market?

No. The filing explains that the 2,468 shares represent stock withheld by the issuer to satisfy tax withholding obligations tied to restricted stock unit vesting, rather than an open-market sale.

What is Steve B. Thompson’s role at Hilltop Holdings (HTH)?

Steve B. Thompson is reported as an officer of Hilltop Holdings Inc., serving as PrimeLending President and CEO.