[Form 4] Hilltop Holdings Inc. Insider Trading Activity

Rhea-AI Filing Summary

Steve B. Thompson, an officer and director associated with Hilltop Holdings Inc. (HTH), was granted 10,523 restricted stock units on 02/08/2023. Those RSUs will vest on the third anniversary of the grant, February 8, 2026, or earlier upon specified events, and an equal number of common shares will be deliverable at vesting. The shares deliverable on vesting are subject to transfer restrictions until the first anniversary of the vesting date, February 8, 2027, unless earlier events apply. The report shows 74,866.6342 shares beneficially owned following the grant; the RSUs were recorded at a transaction price of $0.00. The filing is signed by an attorney-in-fact for Mr. Thompson on 09/26/2025.

Positive

• 10,523 restricted stock units granted, demonstrating explicit equity-based compensation to a senior insider
• Clear vesting schedule: vesting on February 8, 2026, providing retention incentives
• Post-vesting transfer restrictions until February 8, 2027, which help align long-term interests

Negative

• No context on total outstanding shares or percentage ownership is provided, limiting assessment of dilution impact
• Transaction recorded at $0.00 (RSU grant), offering no insight into grant-date valuation in this filing excerpt

Insights

Financial Analyst

TL;DR: A routine executive equity grant of 10,523 RSUs to a senior insider, with multi-year vesting and transfer restrictions, is disclosed.

The award is structured to deliver shares on February 8, 2026, with additional transfer restrictions in place until February 8, 2027, which aligns executive compensation with medium-term retention goals. The transaction price of $0.00 reflects a grant of RSUs rather than a market purchase. The post-grant beneficial ownership reported is 74,866.6342 shares, which provides a snapshot of the executive's stake but lacks context on total outstanding shares or dilution impact. This disclosure is standard for Section 16 reporting and does not, by itself, indicate a material change to company fundamentals.

Corporate Governance Expert

TL;DR: The filing documents customary time-based restricted stock units with delayed delivery and transfer locks, consistent with typical retention-focused compensation.

The grant contains explicit vesting and post-vesting transfer restriction dates, which are governance measures to promote retention and limit short-term disposition. The report identifies Mr. Thompson as an officer and director and shows the filing was executed by an attorney-in-fact, a common administrative practice. No departures from standard disclosure practices or unusual acceleration clauses are detailed in this filing excerpt.

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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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)
02/08/2023

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	02/08/2023		A		10,523(1)	A	$0.00	74,866.6342	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 restricted stock units granted to the reporting person. Such restricted stock units will vest, and an equal number of shares of common stock will be deliverable to the reporting person, upon the third anniversary of the date of 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 such restricted stock units will be subject to restrictions on transfer until the first anniversary of the 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.

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 securities were reported on the Form 4 for Hilltop Holdings (HTH)?

The report discloses a grant of 10,523 restricted stock units (RSUs) to the reporting person.

When do the RSUs granted to Steve B. Thompson vest?

The RSUs vest on the third anniversary of the grant, February 8, 2026, or earlier upon specified events in the award agreement.

Are there any restrictions on the shares deliverable upon vesting?

Yes, the shares deliverable at vesting are subject to transfer restrictions until February 8, 2027, or earlier upon specified events.

How many shares does the filing show the reporting person beneficially owns after the transaction?

The filing reports 74,866.6342 shares beneficially owned following the reported transaction.

What price is shown for the RSU grant?

The transaction price is shown as $0.00, consistent with an RSU grant rather than a cash purchase.

Who signed the Form 4 on behalf of the reporting person?

The Form 4 is signed by Corey G. Prestidge, Attorney-in-Fact, for Steve B. Thompson on 09/26/2025.