[Form 4] Hilltop Holdings Inc. Insider Trading Activity

Rhea-AI Filing Summary

Steve B. Thompson, PrimeLending President and CEO and a director of Hilltop Holdings Inc. (HTH), reported a tax-withholding disposition related to restricted stock units. The Form 4 discloses that on 04/26/2021 a total of 1,574 shares of Hilltop common stock were disposed of (transaction code F) at $34.34 per share to satisfy tax withholding arising from the vesting of 4,000 time-based restricted stock units granted on 04/26/2018. Following the transaction the reporting person beneficially owned 43,122.5467 shares in a direct capacity. The filing is a routine insider reporting of compensation-related share withholding and does not include other transactions or derivative positions.

Positive

• Proper Section 16 reporting: The Form 4 discloses the transaction and beneficial ownership consistent with regulatory requirements.
• Transaction linked to RSU vesting: The disposition was a withholding to satisfy tax obligations rather than an open-market sale, indicating standard compensation processing.

Negative

• Shares disposed: 1,574 shares were withheld, reducing the reporting person's immediate share count.
• Limited detail on total holdings: The filing reports a direct beneficial ownership figure but does not provide context on percentage ownership of outstanding shares.

Insights

Financial Analyst

TL;DR: Routine tax-withholding disposition from RSU vesting; small share change relative to typical insider holdings.

The Form 4 documents a standard compensation-related share withholding: 1,574 shares were delivered (code F) to satisfy taxes from 4,000 RSUs that vested in connection with a 2018 award. The transaction price of $34.34 reflects the report but does not indicate an open-market sale by the insider; rather, shares were withheld by the issuer. The remaining direct beneficial ownership is disclosed as 43,122.5467 shares. For investors this is a compliance disclosure with limited standalone materiality absent other concurrent transactions or changes to compensation programs.

Corporate Governance Expert

TL;DR: Filing shows expected executive compensation mechanics and proper Section 16 reporting; governance impact is minimal.

The disclosure indicates the company withheld shares to meet tax obligations on vested time-based RSUs, a common governance practice that avoids insider sales. The reporting person is identified as an officer and director, and the Form 4 was filed by one reporting person. There are no indications of unusual trading patterns, option exercises, or derivative activity in this report. This is a routine compliance item that confirms internal payroll/tax arrangements for equity awards.

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

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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)
04/26/2021

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	04/26/2021		F		1,574(1)	D	$34.34	43,122.5467	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 withheld by the issuer to satisfy tax withholding obligations in connection with the vesting of 4,000 time-based restricted stock units awarded on April 26, 2018.

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 report on the Form 4 for HTH?

The Form 4 reports a disposition of 1,574 shares on 04/26/2021 at $34.34 per share to satisfy tax withholding from the vesting of 4,000 RSUs granted on 04/26/2018.

Was the transaction a market sale or tax withholding?

The transaction code is F, indicating the shares were withheld by the issuer to satisfy tax withholding obligations, not an open-market sale.

How many Hilltop Holdings shares does the reporting person beneficially own after the transaction?

Following the reported transaction the reporting person beneficially owned 43,122.5467 shares in a direct capacity.

What role does the reporting person hold at Hilltop Holdings (HTH)?

The reporting person, Steve B. Thompson, is identified as PrimeLending President and CEO and is an officer and director of Hilltop Holdings.

Does the Form 4 show any derivative positions or other transactions?

No. Table II shows no derivative securities reported and the filing only discloses the non-derivative withholding transaction linked to RSU vesting.