[Form 4] HILLTOP HOLDINGS INC. Insider Trading Activity

Rhea-AI Filing Summary

Hilltop Holdings Inc. (HTH) Form 4: Director W. Robert Nichols III received 957 common shares on 07/24/2025 through the company’s 2020 Equity Incentive Plan, valued at $31.36 per share (closing price on 07/23/2025). His direct stake rose from 58 to 1,015 shares; indirect holdings remain 9,442 shares in an IRA and 5,000 shares held by his spouse. No derivative transactions were reported.

The grant is routine annual board compensation rather than an open-market purchase, but it modestly increases insider ownership, bringing Nichols’ total beneficial position to 15,457 shares (direct + indirect). The filing contains no financial results, guidance, or other material corporate events.

Positive

• Director’s direct ownership increased to 1,015 shares, modestly boosting alignment with shareholder interests.

Negative

• None.

Insights

Securities Analyst

TL;DR: Routine equity award; minor positive alignment, immaterial to valuation.

This Form 4 shows an equity-plan share grant, not a discretionary buy. Although the director’s direct holdings jumped >16× to 1,015 shares, the dollar value (≈$30k) is negligible relative to HTH’s $2 bn market cap, so market impact should be minimal. Still, additional skin in the game marginally aligns board incentives with shareholders. No sell signals or derivatives appear, keeping the disclosure neutral overall.

Corporate Governance Expert

TL;DR: Governance neutral: standard equity comp supports alignment, but small size.

The award is consistent with best-practice director compensation structures that favor equity over cash to encourage long-term stewardship. However, the modest size means it will not meaningfully alter Nichols’ economic exposure or board dynamics. Absence of derivative instruments reduces complexity and potential conflicts. Overall, this is a standard, low-impact disclosure.

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

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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^*

Nichols W Robert III

(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)	1,015	D
Common Stock								9,442	I	By IRA
Common Stock								5,000	I	By Wife

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/ W. ROBERT NICHOLS III	07/28/2025
	** 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 Hilltop Holdings (HTH) report in the 07/28/2025 Form 4?

The filing discloses that Director W. Robert Nichols III received 957 common shares on 07/24/2025 under the 2020 Equity Incentive Plan.

How many shares did Nichols acquire and at what price?

He acquired 957 shares valued at $31.36 per share, based on the prior day’s closing price.

What is Nichols’ total ownership after the transaction?

Direct holdings are now 1,015 shares; indirect holdings remain 14,442 shares (9,442 via IRA, 5,000 via spouse), totaling 15,457 shares.

Was this an open-market purchase or an equity award?

It was an equity incentive award granted as annual director compensation, not an open-market buy.

Were there any derivative securities involved?

No. The filing reports no derivative security transactions or holdings.