[Form 4] Hilltop Holdings Inc. Insider Trading Activity

Rhea-AI Filing Summary

Steve B. Thompson, PrimeLending President and CEO and a reporting person for Hilltop Holdings Inc. (HTH), was granted 9,917 restricted stock units on 02/23/2021. Those units will convert into an equal number of shares of Hilltop common stock upon vesting on the third anniversary of the grant, 02/23/2024, or earlier if specified award events occur. Shares deliverable upon conversion are subject to transfer restrictions until the first anniversary of the vesting date, 02/23/2025, unless earlier events permit release. After this grant the reporting person beneficially owned 43,919 shares. The Form 4 was signed by an attorney-in-fact on behalf of the reporting person.

Positive

• Grant of 9,917 restricted stock units to the reporting person on 02/23/2021 is explicitly disclosed
• Clear vesting schedule: units vest on 02/23/2024 (third anniversary) as stated
• Post-vesting transfer restrictions specified until 02/23/2025, providing clarity on share liquidity
• Total beneficial ownership reported as 43,919 shares after the grant

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: A standard executive retention grant of 9,917 RSUs with multi-year vesting and post-vesting transfer restrictions.

This filing documents a time-based equity award made to a named executive officer that vests in three years and imposes a one-year transfer restriction after vesting. Such structures are commonly used to retain management and align their interests with shareholders over a multi-year horizon. The filing clearly states the number of units, vesting date, and post-vesting transfer restriction date, and reports total beneficial ownership following the grant as 43,919 shares. No additional compensation amounts, cash payments, or derivative transactions are reported here.

Securities Compliance Analyst

TL;DR: Filing appears routine and compliant, disclosing a grant and related ownership positions without additional material events.

The Form 4 identifies the reporting person, relationship to the issuer, transaction date, grant quantity, and the specific vesting and restriction timelines stated in the explanatory footnote. The signature block shows the form was signed by an attorney-in-fact. The disclosure meets Section 16 reporting elements present in the document and contains no information about exercises, sales, or dispositions that would suggest trading activity beyond the award.

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)
02/23/2021

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	02/23/2021		A		9,917(1)	A	$0.00	43,919	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 restricted stock units granted to the reporting person. Such restricted stock units will vest, and an equal number of shares of common stock will be deliverable to the reporting person, upon the third anniversary of the date of grant, February 23, 2024, or immediately upon the earlier occurrence of events specified in the reporting person's restricted stock unit award agreement. The shares of common stock deliverable upon conversion of such restricted stock units will be subject to restrictions on transfer until the first anniversary of the vesting date of the restricted stock units, February 23, 2025, or immediately upon the earlier occurrence of events specified in the reporting person's restricted stock unit award agreement.

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 did Steve B. Thompson disclose on the Form 4 for HTH?

The Form 4 discloses a grant of 9,917 restricted stock units on 02/23/2021 and reports 43,919 shares beneficially owned following the grant.

When do the restricted stock units granted to the reporting person vest?

The restricted stock units vest on the third anniversary of the grant, 02/23/2024, or earlier upon specified events in the award agreement.

Are there any transfer restrictions on the shares underlying the RSUs?

Yes. Shares deliverable upon conversion of the RSUs are subject to transfer restrictions until the first anniversary of the vesting date, 02/23/2025, unless earlier events specified in the award agreement occur.

What is the reporting person's role at Hilltop Holdings (HTH)?

The Form 4 shows the reporting person is an Officer with the title PrimeLending President and CEO and is identified as a Director.

Who signed the Form 4?

The form is signed by Corey G. Prestidge, Attorney-in-Fact for Steve B Thompson with a signature date of 09/26/2025.