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  4. [Form 4] HILLTOP HOLDINGS INC. Insider Trading Activity

Hilltop (HTH) Insider Sale: 2,742 Shares Withheld for Taxes by CFO

Filing Impact
(Neutral)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

William B. Furr, Chief Financial Officer and director of Hilltop Holdings Inc. (HTH), reported a transaction dated 08/30/2025 in which 2,742 shares of common stock were disposed of at $35.08 per share. The sale represents shares withheld by the issuer to satisfy tax withholding related to the vesting of 11,258 restricted stock units (granted August 30, 2022). After the reported disposition, the reporting person beneficially owned 185,817.0167 shares (including multiple tranches of restricted stock units scheduled to vest in 2026, 2027 and 2028 with transfer restrictions thereafter). The form was signed on 09/03/2025.

Positive

  • Timely, clear disclosure of the transaction and its tax-withholding purpose
  • Detailed explanation of remaining RSU tranches and associated transfer restrictions

Negative

  • None.

Insights

TL;DR: Routine insider tax-withholding sale; no evidence of voluntary market disposition or material change in ownership.

The Form 4 documents a non-derivative disposition of 2,742 shares at $35.08 that the issuer withheld to satisfy tax obligations arising from RSU vesting. The report discloses remaining beneficial ownership of 185,817.0167 shares and details multiple RSU tranches with scheduled vesting through 2028 and subsequent transfer restrictions. This filing is informational and consistent with standard executive compensation tax-withholding practice rather than an active liquidity event.

TL;DR: Compliance-focused disclosure showing executive exercised equity compensation mechanics; governance controls appear followed.

The Form 4 shows timely reporting and clear explanations linking the disposition to tax-withholding on vested RSUs granted in 2022. The filing enumerates vesting schedules and transfer restrictions for remaining RSUs, which aids transparency about future insider dilution and restricted share availability. No departures from expected governance or disclosure protocols are evident from the document.

Insider Furr William B
Role Chief Financial Officer
Type Security Shares Price Value
Tax Withholding Common Stock 2,742 $35.08 $96K
Holdings After Transaction: Common Stock — 185,817.017 shares (Direct)
Footnotes (1)
  1. Represents shares of common stock of Hilltop Holdings Inc. (the "Issuer") withheld by the Issuer to satisfy tax withholding obligations in connection with the vesting of 11,258 restricted stock units granted to the reporting person on August 30, 2022. Includes 9,208 restricted stock units that will vest, and an equal number of shares of common stock that will be deliverable to the reporting person, upon the third anniversary of the date of the grant, February 8, 2026, 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 the 9,208 restricted stock units will be subject to restrictions on transfer until the first anniversary of the applicable vesting date of the restricted stock units, February 8, 2027, or immediately upon the earlier occurrence of events specified in the reporting person's restricted stock unit award agreement. Also includes 10,275 restricted stock units that will vest, and an equal number of shares of common stock that will be deliverable to the reporting person, upon the third anniversary of the date of grant, February 8, 2027, 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 the 10,275 restricted stock units will be subject to restrictions on transfer until the first anniversary of the applicable vesting date of the restricted stock units, February 8, 2028, or immediately upon the earlier occurrence of events specified in the reporting person's restricted stock unit award agreement. Also includes 10,224 restricted stock units that will vest, and an equal number of shares of common stock that will be deliverable to the reporting person, upon the third anniversary of the date of grant, February 5, 2028, 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 the 10,224 restricted stock units will be subject to restrictions on transfer until the first anniversary of the applicable vesting date of the restricted stock units, February 5, 2029, or immediately upon the earlier occurrence of events specified in the reporting person's restricted stock unit award agreement.
Form 4 Insider Transactions: What Each Field Means →
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).
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*
Furr William 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)
Chief Financial Officer
3. Date of Earliest Transaction (Month/Day/Year)
08/30/2025
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 08/30/2025 F 2,742(1) D $35.08 185,817.0167(2)(3)(4) 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 of Hilltop Holdings Inc. (the "Issuer") withheld by the Issuer to satisfy tax withholding obligations in connection with the vesting of 11,258 restricted stock units granted to the reporting person on August 30, 2022.
2. Includes 9,208 restricted stock units that will vest, and an equal number of shares of common stock that will be deliverable to the reporting person, upon the third anniversary of the date of the grant, February 8, 2026, 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 the 9,208 restricted stock units will be subject to restrictions on transfer until the first anniversary of the applicable vesting date of the restricted stock units, February 8, 2027, or immediately upon the earlier occurrence of events specified in the reporting person's restricted stock unit award agreement.
3. Also includes 10,275 restricted stock units that will vest, and an equal number of shares of common stock that will be deliverable to the reporting person, upon the third anniversary of the date of grant, February 8, 2027, 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 the 10,275 restricted stock units will be subject to restrictions on transfer until the first anniversary of the applicable vesting date of the restricted stock units, February 8, 2028, or immediately upon the earlier occurrence of events specified in the reporting person's restricted stock unit award agreement.
4. Also includes 10,224 restricted stock units that will vest, and an equal number of shares of common stock that will be deliverable to the reporting person, upon the third anniversary of the date of grant, February 5, 2028, 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 the 10,224 restricted stock units will be subject to restrictions on transfer until the first anniversary of the applicable vesting date of the restricted stock units, February 5, 2029, or immediately upon the earlier occurrence of events specified in the reporting person's restricted stock unit award agreement.
Remarks:
/s/ WILLIAM B. FURR 09/03/2025
** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What transaction did William B. Furr report on Form 4 for HTH?

The Form 4 reports a disposition of 2,742 shares on 08/30/2025 at a price of $35.08 per share.

Why were shares disposed of by the reporting person on HTH Form 4?

The shares were withheld by the issuer to satisfy tax withholding obligations related to the vesting of 11,258 restricted stock units granted August 30, 2022.

How many HTH shares does William B. Furr beneficially own after the reported transaction?

The filing states beneficial ownership of 185,817.0167 shares following the reported transaction.

When do the remaining restricted stock units disclosed in the HTH Form 4 vest?

The filing discloses tranches vesting on February 8, 2026 (9,208 RSUs), February 8, 2027 (10,275 RSUs), and February 5, 2028 (10,224 RSUs), subject to transfer restrictions thereafter.

Who is the reporting person on the HTH Form 4 and what is their role?

The reporting person is William B. Furr, who is identified as Chief Financial Officer and a director of Hilltop Holdings Inc.