Hilltop Holdings Insider Purchase: 842 Shares Acquired Under ESPP

Rhea-AI Filing Summary

Steve B. Thompson, President and CEO and a director of Hilltop Holdings Inc. (HTH), reported an acquisition of company common stock through the company's Employee Stock Purchase Plan (ESPP). The transaction date was 04/03/2023 and the filing states 842 shares were acquired at a purchase price of $26.70 per share, reflecting the ESPP rule of buying at 90% of the March 31, 2023 closing price. After the purchase the reporting person beneficially owned 83,199.5844 shares. The Form 4 was signed by an attorney-in-fact on behalf of Mr. Thompson on 09/26/2025.

Positive

• Participation in ESPP at a discounted price (90% of closing price on March 31, 2023) indicating use of a company benefit program
• Full disclosure of transaction details including transaction date, number of shares acquired, purchase price, and post-transaction beneficial ownership

Negative

• None.

Insights

Securities Analyst

TL;DR Insider purchased a small stake via the ESPP at a discounted price; holding size is large in absolute terms but transaction size is modest.

The report documents a routine ESPP purchase by the company's CEO and director rather than an open-market trade or option exercise. The acquisition price is specified as $26.70 per share, derived from the ESPP's 90%-of-closing-price feature for the March 31, 2023 purchase period. The transaction increased reported beneficial ownership to 83,199.5844 shares. This is a standard, non-discretionary employee-plan purchase and typically signals participation in company benefit programs rather than a timed market signal.

Corporate Governance Expert

TL;DR Filing shows routine participation in ESPP by an executive; disclosure and signature by attorney-in-fact are provided.

The Form 4 identifies the reporting person as both an officer and director and discloses the ESPP-based acquisition for the January 1 to March 31, 2023 offering period. The filing includes the required particulars: transaction date, number of shares acquired (842), purchase basis (90% of closing price) and post-transaction beneficial ownership (83,199.5844). The signature block indicates the form was executed by an attorney-in-fact on behalf of Mr. Thompson. All elements presented are consistent with routine Section 16 reporting obligations.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Thompson Steve B

Role PrimeLending President and CEO

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	842	$26.70	$22K

Holdings After Transaction: Common Stock — 83,199.584 shares (Direct)

Footnotes (1)

1. Shares acquired pursuant to the Hilltop Holdings Inc. (the "Issuer") Employee Stock Purchase Plan ("ESPP") for the ESPP purchase period of January 1, 2023 through March 31, 2023. In accordance with the ESPP, these shares were purchased based on 90% of the closing price of the Issuer's stock on March 31, 2023.

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).

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)
04/03/2023

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	04/03/2023		A		842(1)	A	$26.7(2)	83,199.5844	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. Shares acquired pursuant to the Hilltop Holdings Inc. (the "Issuer") Employee Stock Purchase Plan ("ESPP") for the ESPP purchase period of January 1, 2023 through March 31, 2023.

2. In accordance with the ESPP, these shares were purchased based on 90% of the closing price of the Issuer's stock on March 31, 2023.

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 Hilltop Holdings (HTH) insider Steve B. Thompson report on Form 4?

The Form 4 reports that Steve B. Thompson acquired 842 shares of Hilltop common stock via the company's ESPP on 04/03/2023 at a price of $26.70 per share.

How was the ESPP purchase price determined for the HTH transaction?

The shares were purchased based on 90% of the Issuer's closing price on March 31, 2023, per the ESPP terms disclosed in the filing.

How many Hilltop shares did Mr. Thompson own after the reported ESPP purchase?

Following the reported transaction the filing shows beneficial ownership of 83,199.5844 shares.

When was the Form 4 signed and by whom?

The Form 4 bears a signature line indicating it was executed by Corey G. Prestidge, Attorney-in-Fact for Steve B Thompson on 09/26/2025.

Was this transaction an open-market purchase or part of a company plan?

The filing explicitly states the shares were acquired pursuant to the company's Employee Stock Purchase Plan (ESPP) for the January 1, 2023 through March 31, 2023 purchase period.