Hilltop Holdings (NYSE: HTH) CEO updates stake after RSU vesting

Rhea-AI Filing Summary

Hilltop Holdings Inc. CEO Martin Bradley Winges reported equity compensation activity involving company common stock. On February 8, 2026, he received 10,588 shares of common stock at $0.00 per share upon vesting of performance-based restricted stock units granted on February 8, 2023 after performance goals were met.

On the same date, 4,993 shares were withheld by Hilltop to cover tax obligations tied to those performance-based units, and another 4,993 shares were withheld for taxes on time-based restricted stock units granted the same day. After these transactions, Winges directly owned about 66,433.0913 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

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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^*

Winges Martin Bradley

(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)
	Hilltop Securities 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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/08/2026		F		4,993(1)	D	$39.83	60,838.0913	D
Common Stock	02/08/2026		A		10,588(2)	A	$0.00	71,426.0913	D
Common Stock	02/08/2026		F		4,993(3)	D	$39.83	66,433.0913	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:

	Martin Bradley Winges	02/10/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transactions did HTH CEO Martin Bradley Winges report?

Martin Bradley Winges reported equity compensation-related transactions on February 8, 2026. He received 10,588 Hilltop common shares from vesting performance-based RSUs and had two blocks of 4,993 shares each withheld by the company to satisfy tax obligations related to performance-based and time-based RSU vesting.

How many Hilltop (HTH) shares did the CEO acquire through RSU vesting?

Winges acquired 10,588 shares of Hilltop common stock at $0.00 per share when performance-based restricted stock units granted on February 8, 2023 vested. These shares were delivered in connection with achieving specified performance criteria under his equity compensation award.

Why were some HTH shares withheld in the CEO’s Form 4 filing?

Two separate blocks of 4,993 Hilltop shares were withheld by the issuer on February 8, 2026. The footnotes state these withholdings satisfied tax withholding obligations tied to vesting performance-based and time-based restricted stock units originally granted to the CEO on February 8, 2023.

What is Martin Bradley Winges’ Hilltop share ownership after these transactions?

Following the reported February 8, 2026 transactions, Winges directly owned 66,433.0913 shares of Hilltop common stock. This figure reflects the delivery of vested performance-based RSU shares and the related share withholdings by the company for tax purposes, as disclosed in the Form 4.

Are the Hilltop CEO’s reported transactions open-market stock sales?

The reported transactions are not open-market sales. They involve delivery of 10,588 shares from vesting performance-based restricted stock units and issuer share withholdings of 4,993 shares twice to cover tax obligations associated with the vesting of performance-based and time-based RSUs granted in 2023.

What role do performance criteria play in the CEO’s HTH stock award?

The Form 4 explains that 10,588 shares were delivered when performance-based restricted stock units granted on February 8, 2023 vested after achieving specified performance criteria. This means vesting, and thus share delivery, depended on Hilltop meeting predefined performance goals under the award’s terms.