Hilltop (HTH) executive gains 8,471 shares as RSUs vest, taxes withheld

Filing Impact

(High)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

Hilltop Holdings officer Steve B. Thompson, PrimeLending President and CEO, reported equity compensation activity in the company’s common stock on February 8, 2026. The filing shows the vesting of performance-based restricted stock units granted on February 8, 2023 after meeting specified performance criteria.

Upon vesting, 8,471 shares of common stock were delivered, and the issuer withheld two separate blocks of 2,444 shares each at a price of $39.83 per share to cover tax withholding obligations tied to these awards. Following these transactions, Thompson directly beneficially owned 95,400.2529 shares of Hilltop common stock.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider Thompson Steve B

Role PrimeLending President and CEO

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	2,444	$39.83	$97K
Grant/Award	Common Stock	8,471	$0.00	--
Tax Withholding	Common Stock	2,444	$39.83	$97K

Holdings After Transaction: Common Stock — 89,373.253 shares (Direct)

Footnotes (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. 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. Represents shares of common stock withheld by the issuer to satisfy tax withholding obligations in connection with the vesting of 10,523 restricted stock units awarded on February 8, 2023.

Form 4 Insider Transactions: What Each Field Means →

02/10/2026 - 08:53 PM

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).

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

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)
02/08/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/08/2026		F		2,444⁽¹⁾	D	$39.83	89,373.2529	D
Common Stock	02/08/2026		A		8,471⁽²⁾	A	$0.00	97,844.2529	D
Common Stock	02/08/2026		F		2,444⁽³⁾	D	$39.83	95,400.2529	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

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 10,523 restricted stock units awarded on February 8, 2023.

Remarks:

	/s/ Corey G. Prestidge, Attorney-in-Fact for Steve B Thompson	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.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did Steve B. Thompson report for Hilltop (HTH)?

Steve B. Thompson reported equity award activity, not an open-market trade. Performance-based restricted stock units vested, delivering shares while others were withheld to cover taxes, resulting in a new directly owned balance of 95,400.2529 Hilltop Holdings common shares.

How many Hilltop (HTH) shares did Steve B. Thompson receive from RSU vesting?

He received 8,471 shares of Hilltop common stock from the vesting of performance-based restricted stock units granted on February 8, 2023. These units vested after achieving specified performance criteria, increasing his direct beneficial ownership before accounting for tax withholding.

Why were some of Steve B. Thompson’s Hilltop (HTH) shares withheld on February 8, 2026?

Two separate blocks of 2,444 Hilltop shares were withheld by the issuer to satisfy tax withholding obligations. These withholdings related to the vesting of performance-based restricted stock units and other restricted stock units that were originally granted on February 8, 2023.

At what price were the withheld Hilltop (HTH) shares valued in Thompson’s Form 4?

The withheld shares were valued at $39.83 per share. This price applied to each of the 2,444-share tax withholding transactions reported, reflecting the value used to cover Thompson’s tax obligations upon the vesting of restricted stock unit awards.

How many Hilltop (HTH) shares does Steve B. Thompson own after these transactions?

After the February 8, 2026 transactions, Steve B. Thompson directly beneficially owned 95,400.2529 shares of Hilltop common stock. This figure reflects his updated holdings following the RSU vesting, share delivery, and tax-related share withholdings reported on the Form 4.

What type of awards vested for Steve B. Thompson at Hilltop (HTH)?

The awards were performance-based restricted stock units and other restricted stock units granted on February 8, 2023. They vested in connection with achieving specified performance criteria, leading to share delivery and related tax withholding transactions disclosed in the Form 4.