[Form 4] HILLTOP HOLDINGS INC. Insider Trading Activity

Rhea-AI Filing Summary

Hilltop Holdings Inc. (HTH) filed a Form 4 showing that director Tom C. Nichols received 957 common shares on 07/24/2025 under the company’s 2020 Equity Incentive Plan as annual board compensation. The award was valued at $31.36 per share (the 07/23/2025 closing price), for an implied value of roughly $30k. After this transaction Nichols now holds 15,137 shares directly and 2,000 shares indirectly through an IRA. No sales or derivative transactions were reported, and Nichols remains classified as a director insider with Form 4 obligations.

Positive

• Director increased direct holdings by 957 shares, modestly enhancing alignment with shareholders.

Negative

• None.

Insights

Financial Analyst

TL;DR: Routine equity grant; marginally positive alignment, minimal market impact.

The shares were granted as part of standard board compensation, not an open-market purchase, so cash outlay by the director is zero. While any increase in insider holdings can be viewed positively, the size (≈$30 k) is immaterial relative to Hilltop’s market cap and daily volume. Therefore, the filing signals continued board alignment rather than a trading view and should have negligible effect on valuation or liquidity.

Corporate Governance Specialist

TL;DR: Grant reflects normal director pay practice; governance posture unchanged.

Hilltop continues to compensate directors with equity, which encourages long-term alignment with shareholders. Nichols’ direct ownership rises to 15,137 shares, modestly strengthening his economic stake. No red flags appear—no derivative grants, no accelerated vesting, and the pricing matches the prior-day close, indicating standard process. Impact is neutral from a governance risk standpoint.

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
Estimated average burden
hours per response:			0.5

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^*

NICHOLS TOM C

(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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
07/24/2025

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	07/24/2025		A		957(1)	A	$31.36(2)	15,137	D
Common Stock								2,000(3)	I	By IRA

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. Shares acquired pursuant to the Hilltop Holdings Inc. 2020 Equity Incentive Plan as annual compensation for services rendered as a director for the prior year.

2. Price per share calculated using the closing price per share on July 23, 2025, the day prior to the Company's annual stockholders' meeting.

3. The reporting person states that neither the filing of this statement nor anything herein shall be deemed an admission that such person is, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or otherwise, the beneficial owners of any securities covered by this statement. The reporting person disclaims beneficial ownership of the securities covered by this statement, except to the extent of the pecuniary interest of such person in such securities.

Remarks:

	/s/ Tom C. Nichols	07/28/2025
	** 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

How many Hilltop Holdings (HTH) shares did Director Tom C. Nichols acquire?

Nichols received 957 common shares on 07/24/2025.

What price per share was used for the equity award?

The award was valued at $31.36 per share, Hilltop’s closing price on 07/23/2025.

What is Nichols’ total direct ownership after the Form 4 transaction?

He now directly holds 15,137 HTH shares.

Was this an open-market purchase or an equity grant?

It was an equity grant under the 2020 Equity Incentive Plan, not an open-market buy.

Did the Form 4 report any derivative securities?

No, no derivative securities were reported in this filing.