Item 1 Comment:
This Amendment No. 22 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. |
| (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 August 25, 2026, the Reporting Persons may be deemed to beneficially own the shares of Common Stock set forth in the table below.
Reporting Person Number of Shares Beneficially Owned Percentage of Outstanding Shares Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power
Mr. Ford 15,651,329.9703 (1)(2) 27.3% (3) 7,866.9703 15,651,329.9703 (1)(2) 7,866.9703 15,651,329.9703 (1)(2)
Financial LP 15,544,674 27.1% (3) 0 15,544,674 0 15,544,674
Diamond HTH 15,544,674 (1) 27.1% (3) 0 15,544,674 (1) 0 15,544,674 (1)
Stock Company, LLC
Diamond HTH 15,544,674 (1) 27.1% (3) 0 15,544,674 (1) 0 15,544,674 (1)
Stock Company GP LLC
Turtle Creek Revocable 98,789 0.2% (3) 0 98,789 0 98,789
Trust
(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 57,286,417 shares of common stock outstanding on July 23, 2026, as disclosed in Hilltop's Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2026, that was filed by Hilltop with the SEC on July 24, 2026. |