[SCHEDULE 13D/A] Hilltop Holdings Inc. Amended Major Shareholder Report
Filing Explained
The filing puts approximately 15,632,396 shares behind specified meeting votes while a control-transfer settlement remains subject to a motion to compel.
Schedule 13D/A filings update a holder’s disclosed ownership above 5% and track changes in stake or stated intent. This amendment reports that the reporting persons delivered proxies on
The proxies instruct votes to withhold support for all board-recommended director nominees, oppose the advisory executive-compensation vote, and abstain on auditor ratification. The filing separately reports beneficial ownership of 15,651,329.9598 shares, or
The filing describes a binding term sheet under which control over Financial LP’s shares would transfer to the First Family and Gerald J. Ford would receive 21.6% of those shares after redeeming his Financial LP interests, but it does not report that those transfers have been completed. The reporting persons say they believe the First Family reneged and report that counsel filed a motion to compel enforcement on
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 21)
|
HILLTOP HOLDINGS INC. (Name of Issuer) |
Common Stock, par value $0.01 per share (Title of Class of Securities) |
432748101 (CUSIP Number) |
Wilson Chu
Dechert LLP, 2651 N. Harwood St., Suite 120
Dallas, TX, 75201
0000000000
Dechert LLP, 2651 N. Harwood St., Suite 120
Dallas, TX, 75201
0000000000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
07/16/2026
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
schemaVersion:
SCHEDULE 13D
|
| CUSIP Number(s): | 432748101 |
| 1 |
Name of reporting person
Gerald J. Ford | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF, OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
15,651,329.96 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
26.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Rows 8, 10 and 11. Includes 98,789 shares of Common Stock that are directly beneficially owned by the Trust. Includes 15,544,674 shares of Common Stock that are directly beneficially owned by Financial LP. Row 13. Based on 58,530,197 shares of common stock outstanding on April 23, 2026, as disclosed in Hilltop's Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2026, that was filed by Hilltop with the SEC on April 24, 2026.
SCHEDULE 13D
|
| CUSIP Number(s): | 432748101 |
| 1 |
Name of reporting person
Diamond A Financial, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
TEXAS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
15,544,674.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
26.6 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
Row 13. Based on 58,530,197 shares of common stock outstanding on April 23, 2026, as disclosed in Hilltop's Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2026, that was filed by Hilltop with the SEC on April 24, 2026.
SCHEDULE 13D
|
| CUSIP Number(s): | 432748101 |
| 1 |
Name of reporting person
Diamond HTH Stock Company, LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
TEXAS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
15,544,674.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
26.6 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
Rows 8, 10 and 11. Includes 15,544,674.00 shares of Common Stock that are directly beneficially owned by Financial LP. Row 13. Based on 58,530,197 shares of common stock outstanding on April 23, 2026, as disclosed in Hilltop's Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2026, that was filed by Hilltop with the SEC on April 24, 2026.
SCHEDULE 13D
|
| CUSIP Number(s): | 432748101 |
| 1 |
Name of reporting person
Diamond HTH Stock Company GP, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
TEXAS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
15,544,674.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
26.6 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
Rows 8, 10 and 11. Includes 15,544,674.00 shares of Common Stock that are directly beneficially owned by Financial LP. Row 13. Based on 58,530,197 shares of common stock outstanding on April 23, 2026, as disclosed in Hilltop's Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2026, that was filed by Hilltop with the SEC on April 24, 2026.
SCHEDULE 13D
|
| CUSIP Number(s): | 432748101 |
| 1 |
Name of reporting person
Turtle Creek Revocable Trust | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
TEXAS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
98,789.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
Row 13. Based on 58,530,197 shares of common stock outstanding on April 23, 2026, as disclosed in Hilltop's Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2026, that was filed by Hilltop with the SEC on April 24, 2026.
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, par value $0.01 per share | |
| (b) | Name of Issuer:
HILLTOP HOLDINGS INC. | |
| (c) | Address of Issuer's Principal Executive Offices:
6565 Hillcrest Ave., Dallas,
TEXAS
, 75205. | |
Item 1 Comment:
This Amendment No. 21 to Schedule 13D (this "Amendment") relates to shares of common stock, par value $0.01 per share ("Common Stock"), of Hilltop Holdings Inc., a Maryland corporation ("Hilltop"). This Amendment amends the Schedule 13D, as previously amended, filed with the Securities and Exchange Commission ("SEC") by Gerald J. Ford, a United States citizen, Diamond A Financial, L.P., a Texas limited partnership ("Financial LP"), Diamond HTH Stock Company, LP, a Texas limited partnership, Diamond HTH Stock Company GP, LLC, a Texas limited liability company, and Turtle Creek Revocable Trust (collectively, the "Reporting Persons") by furnishing the information set forth below. Except as otherwise specified in this Amendment, all previous Items are unchanged. Capitalized terms used herein and not defined herein have the meanings given to them in the Schedule 13D, as previously amended, filed with the SEC. | ||
| Item 4. | Purpose of Transaction | |
Item 4 is hereby amended and supplemented as follows: The information set forth in Item 6 of this Amendment is incorporated by reference into this Item 4.
On July 16, 2026, the Reporting Persons delivered proxies for the upcoming annual meeting (the "Annual Meeting") of Hilltop shareholders, currently scheduled for July 23, 2026, to vote approximately 15,632,396 shares of Common Stock held by them as follows: (i) "withhold" with respect to all nominees for director recommended by the Board up for election at the Annual Meeting; (ii) "against" the non-binding advisory vote to approve executive compensation; and (iii) "abstain" from the ratification of the appointment of Hilltop's independent registered public accounting firm for 2026.
Except as described in this Amendment, the Reporting Persons do not have any present plans or intentions that would result in or relate to any of the matters set forth in subparagraphs (a) through (j) of Item 4 of Schedule 13D. The Reporting Persons reserve the right to change their intentions at any time as they deem appropriate.
| ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5 is hereby amended and supplemented as follows:
(a)-(b) Each Reporting Person declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, the beneficial owner of any securities covered by this statement.
Each Reporting Person may be deemed to be a member of a group with respect to Hilltop or securities of Hilltop for the purposes of Section 13(d) or 13(g) of the Act. Each Reporting Person declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, (i) acting (or has agreed or is agreeing to act) with any other person as a partnership, limited partnership, syndicate, or other group for the purpose of acquiring, holding, or disposing of securities of Hilltop or otherwise with respect to Hilltop or any securities of Hilltop or (ii) a member of any syndicate or group with respect to Hilltop or any securities of Hilltop.
As of July 21, 2026, the Reporting Persons may be deemed to beneficially own the shares of Common Stock set forth in the table below.
Reporting Number of Shares Percentage of Sole Voting Shared Voting Sole Dispositive Shared Dispositive
Person Beneficially Owned Outstanding Shares Power Power Power Power
Mr. Ford 15,651,329.9598 (1)(2) 26.7% (3) 7,866.9598 15,651,329.9598 (1)(2) 7,866.9598 15,651,329.9598 (1)(2)
Financial LP 15,544,674 26.6% (3) 0 15,544,674 0 15,544,674
Diamond HTH 15,544,674 (1) 26.6% (3) 0 15,544,674 (1) 0 15,544,674 (1)
Stock Company, LP
Diamond HTH 15,544,674 (1) 26.6% (3) 0 15,544,674 (1) 0 15,544,674 (1)
Stock Company GP, LLC
Turtle Creek Revocable Trust 98,789 0.2% (3) 0 98,789 0 98,789
(1) Includes 15,544,674 shares of Common Stock that are directly beneficially owned by Financial LP.
(2) Includes 98,789 shares of Common Stock that are directly beneficially owned by Turtle Creek Revocable Trust.
(3) Based on 58,530,197 shares of Common Stock outstanding on April 23, 2026, as disclosed in Hilltop's Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2026, that was filed by Hilltop with the SEC on April 24, 2026. | |
| (c) | There have been no transactions in the class of securities reported on that were affected by the Reporting Persons during the past sixty days. | |
| (d) | Not applicable. | |
| (e) | Not applicable. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Item 6 is hereby amended and supplemented as follows:
As previously reported in Amendment No. 17 to Schedule 13D filed with the SEC on July 8, 2025, certain of Mr. Ford's children, including Jeremy B. Ford, the current Chairman of the Board and Chief Executive Officer of Hilltop (the "First Family"), filed a lawsuit in the First Division of the Business Court of Texas (the "Business Court") against the Reporting Persons. As previously reported in Amendment No. 20 to Schedule 13D filed with the SEC on August 8, 2025, on August 6, 2025, the Reporting Persons and the First Family entered into a binding term sheet in which they agreed "to work in good faith to agree to and execute a final and complete settlement agreement" which would, among other things, (x) transfer control over, including the ability to exercise voting and dispositive power over, the shares of Common Stock held by Financial LP to the First Family, and (y) effect the redemption of all of Mr. Ford's equity interests in Financial LP in partial consideration for Mr. Ford receiving 21.6% of the shares of Common Stock held by Financial LP (the "Settlement"). In addition to the foregoing, the Settlement contemplated the repayment of an $80 million loan made to Mr. Ford by one of his affiliates (in which affiliate the First Family has a significant majority of the beneficial interests) through the transfer of certain assets owned by Mr. Ford in complete satisfaction of such loan. This loan is currently secured by Mr. Ford's direct limited partnership interest and indirect general partnership interest in Diamond A Financial, L.P. This loan by its terms becomes due and payable on September 30, 2026.
The Reporting Persons believe that the First Family has reneged on the terms of the Settlement. As a result, on July 17, 2026, Mr. Ford's counsel filed a motion in the Business Court to compel enforcement of the Settlement. | ||
| Item 7. | Material to be Filed as Exhibits. | |
Item 7 is hereby amended and supplemented as follows: The following exhibits are filed to the Schedule 13D:
Exhibit 99.A - Joint Filing Agreement (incorporated herein by reference to Exhibit 99.A to the Schedule 13D filed on October 6, 2017, by the Reporting Persons with the SEC (File No. 005-79781)). | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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