[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 identified as PrimeLending President and CEO, purchased 798 shares of Hilltop common stock under the company's Employee Stock Purchase Plan for the January 1, 2024–March 31, 2024 purchase period. The shares were acquired on 04/01/2024 at an effective price of $28.19, which reflects the ESPP pricing formula based on 90% of the closing price on March 28, 2024. After the purchase, Thompson beneficially owned 115,784.9401 shares.

The Form 4 was signed by an attorney-in-fact on behalf of Thompson on 09/26/2025. The transaction is recorded as a non-derivative acquisition under the ESPP and is presented as a routine employee plan purchase.

Positive

• Insider purchase under ESPP: Steve B. Thompson acquired 798 shares, indicating participation in company equity ownership.
• ESPP discount applied: Shares were purchased at $28.19, reflecting the plan's 90% pricing and employee benefit.
• Substantial total ownership disclosed: Beneficial ownership after the transaction is 115,784.9401 shares.

Negative

• None.

Insights

Financial Analyst

TL;DR: Insider participated in routine ESPP purchase: small incremental buy of 798 shares, modest in size relative to total holdings.

The filing documents a non-derivative acquisition under Hilltop's ESPP for the quarter ending March 31, 2024. The effective purchase price was $28.19 per share based on the ESPP discount provision. The transaction added 798 shares to the reporting person's total beneficial ownership of 115,784.9401 shares. This is a standard employee-plan purchase that provides limited directional signal but shows continued participation in company equity ownership.

Corporate Governance Expert

TL;DR: The Form 4 reports a compliant ESPP acquisition by an officer; disclosure timing and signature are documented.

The report identifies Thompson as both an officer and director and records an ESPP-based purchase executed 04/01/2024 for the January–March purchase period. The Form 4 was executed via attorney-in-fact on 09/26/2025, with required disclosures of title and amount beneficially owned. The filing content is concise and limited to standard insider reporting obligations.

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)
04/01/2024

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	04/01/2024		A		798(1)	A	$28.19(2)	115,784.9401	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, 2024 through March 31, 2024.

2. In accordance with the ESPP, these shares were purchased based on 90% of the closing price of the Issuer's stock on March 28, 2024.

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

The Form 4 reports a non-derivative acquisition of 798 Hilltop common shares on 04/01/2024 under the company ESPP.

At what price were the HTH shares purchased in this filing?

The shares were purchased at an effective price of $28.19 per share, reflecting the ESPP pricing (90% of the March 28, 2024 close).

How many Hilltop shares does Thompson beneficially own after the purchase?

After the reported ESPP purchase, Thompson beneficially owned 115,784.9401 shares.

What ESPP purchase period is associated with this Form 4 transaction?

The shares were acquired for the ESPP purchase period covering January 1, 2024 through March 31, 2024.

Who signed the Form 4 and when was it signed?

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