[Form 4] HILLTOP HOLDINGS INC. Insider Trading Activity

Rhea-AI Filing Summary

Kenneth D. Russell, a director of Hilltop Holdings Inc. (HTH), reported acquiring 957 shares of the company's common stock on 07/24/2025. The shares were issued under the Hilltop Holdings Inc. 2020 Equity Incentive Plan as his annual director compensation for the prior year. The transaction price is reported as $31.36 per share, calculated using the closing price on 07/23/2025. Following the reported transaction Mr. Russell beneficially owns 957 shares directly. The Form 4 was signed on 09/10/2025.

Positive

• 957 shares issued to a director as annual compensation aligns management and shareholder interests
• Transaction disclosed promptly on Form 4 with specific share count and basis for price

Negative

• None.

Insights

Financial Analyst

TL;DR: Routine director compensation: 957 shares issued at $31.36 under the 2020 Equity Incentive Plan; immaterial to valuation alone.

The reported acquisition is a standard equity-based director compensation event rather than an open-market purchase or sale. 957 shares were awarded as annual compensation, with the per-share price noted only for reference to the closing market price on 07/23/2025. This transaction increases the director's direct holdings to 957 shares but, without broader ownership context or company-level metrics, the holding is unlikely to be material to Hilltop's market capitalization or to change analyst forecasts.

Corporate Governance Expert

TL;DR: Governance practice: use of equity grants for director pay is standard and aligns director incentives with shareholders.

Issuing shares under the 2020 Equity Incentive Plan as annual compensation is a common governance practice to align directors with long-term shareholder value. The Form 4 discloses the award, the number of shares, and the basis for the per-share price. The filing is timely and contains required signature; no governance red flags or unusual vesting/derivative features are disclosed in this Form 4.

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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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^*

Russell Kenneth D

(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)	957	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. 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.

Remarks:

	/s/ Kenneth D. Russell	09/10/2025
	** 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 Kenneth D. Russell report on the Form 4 for HTH?

Kenneth D. Russell reported acquiring 957 shares of Hilltop Holdings Inc. common stock on 07/24/2025.

Under what plan were the 957 shares issued to the director?

The shares were issued under the Hilltop Holdings Inc. 2020 Equity Incentive Plan as annual director compensation for the prior year.

What price per share is reported for the transaction on the Form 4 (HTH)?

$31.36 per share is reported, calculated using the closing price on 07/23/2025.

How many shares does Kenneth D. Russell beneficially own following the reported transaction?

957 shares beneficially owned following the transaction, held directly.

When was the Form 4 signed by the reporting person?

The Form 4 was signed on 09/10/2025 by Kenneth D. Russell.