[Form 4] Hilltop Holdings Inc. Insider Trading Activity

Rhea-AI Filing Summary

Steve B. Thompson, an officer and director of Hilltop Holdings Inc. (HTH) and President & CEO of PrimeLending, reported transactions dated 02/20/2023 involving Hilltop common stock. On that date 11,930 shares were delivered upon vesting of performance-based restricted stock units at $0.00 (reflecting issuance on achievement of performance criteria), increasing his beneficial ownership to 82,240.6342 shares. Also on that date the issuer withheld 2,905 and 1,651 shares to satisfy tax withholding related to vesting, at a reported price of $34.83. The Form 4 is signed by an attorney-in-fact on 09/26/2025.

Positive

• 11,930 shares issued upon vesting of performance-based restricted stock units, increasing direct beneficial ownership to 82,240.6342 shares
• Transactions are fully disclosed with explanations tying the shares to awards granted on February 20, 2020

Negative

• 4,556 shares were withheld by the issuer to satisfy tax withholding (2,905 and 1,651 shares) reducing net received shares
• Reported price for withheld shares was $34.83, indicating tax withholding occurred at that market value

Insights

Financial Analyst

TL;DR: Routine insider vesting increased direct holdings by 11,930 shares, partially offset by tax-withheld dispositions.

The filings describe non-cash compensation vesting and related tax withholding rather than open-market buying or selling. The vesting of 11,930 performance-based RSUs increases the officer's direct stake to 82,240.6342 shares, while the combined 4,556 shares withheld for taxes were reported at $34.83 per share. These are standard equity-compensation mechanics and do not indicate a discretionary trading decision by the reporting person.

Corporate Governance Expert

TL;DR: Disclosure reflects expected executive compensation settlement and tax-withholding; documentation appears standard.

The Form 4 documents the vesting of performance-based restricted stock units awarded in 2020 and the corresponding tax-withholding disposition events occurring on 02/20/2023. Reporting identifies the reporting person as an officer and director and shows direct ownership form. The signature by an attorney-in-fact on 09/26/2025 is included, fulfilling signature requirements. No additional governance issues or unusual derivative transactions are reported.

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)
02/20/2023

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	02/20/2023		F		2,905(1)	D	$34.83	71,961.6342	D
Common Stock	02/20/2023		F		1,651(2)	D	$34.83	70,310.6342	D
Common Stock	02/20/2023		A		11,930(3)	A	$0.00	82,240.6342	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 shares of common stock withheld by the issuer to satisfy tax withholding obligations in connection with the vesting of performance-based restricted stock units awarded on February 20, 2020.

2. Represents shares of common stock withheld by the issuer to satisfy tax withholding obligations in connection with the vesting of 6,779 restricted stock units awarded on February 20, 2020.

3. Represents shares of common stock delivered upon the vesting of performance-based restricted stock units awarded on February 20, 2020 in connection with the achievement of certain performance criteria.

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 transactions did Steve B. Thompson report on Form 4 for HTH?

On 02/20/2023 Mr. Thompson reported 11,930 shares delivered upon vesting of performance-based RSUs and two withholding dispositions of 2,905 and 1,651 shares for taxes.

How many Hilltop (HTH) shares does Steve B. Thompson beneficially own after these transactions?

The Form 4 shows total beneficial ownership of 82,240.6342 shares following the reported transactions.

Why were shares withheld in the reported transactions?

The filing explains shares were withheld by the issuer to satisfy tax withholding obligations arising from the vesting of restricted stock units awarded on 02/20/2020.

At what price were the withheld shares reported?

The withheld shares were reported at a price of $34.83 per share.

Who signed the Form 4 filing and when?

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