[SCHEDULE 13D/A] HILLTOP HOLDINGS INC. SEC Filing

Rhea-AI Filing Summary

This Amendment No. 20 to a Schedule 13D relates to common stock of Hilltop Holdings Inc. and updates ownership and agreement information previously reported by Gerald J. Ford and related entities. Collectively, the reporting persons beneficially own 15,907,069 shares, representing 25.2% of Hilltop's outstanding common stock based on 63,001,759 shares outstanding as of July 24, 2025. Individual holdings include 15,544,674 shares (24.7%) held by Diamond A Financial, LP and 98,789 shares (0.2%) held by Turtle Creek Revocable Trust.

The filing discloses ongoing litigation between Mr. Ford and certain of his children and states that on August 6, 2025 the reporting persons and the First Family agreed to negotiate in good faith toward a definitive settlement. The contemplated settlement described would transfer control over the shares held by Financial LP to the First Family and redeem Mr. Ford's equity interests in Financial LP, with Mr. Ford to receive 21.6% of the shares of Common Stock held by Financial LP as partial consideration. The filing incorporates a Joint Filing Agreement as an exhibit and is signed on August 8, 2025.

Positive

• Transparent disclosure of aggregate beneficial ownership: 15,907,069 shares (25.2%)
• Clear statement that reporting persons agreed to negotiate in good faith toward a definitive settlement on August 6, 2025
• Specific contemplated settlement terms disclosed, including transfer of control of Financial LP-held shares and Mr. Ford receiving 21.6% of those shares as partial consideration

Negative

• Ongoing litigation between Mr. Ford and certain family members is disclosed and remains unresolved
• Potential change in control over 15,544,674 shares (24.7%) held by Financial LP is contemplated, which may materially alter governance
• Outcome contingent on negotiation of a definitive settlement; terms are not finalized in this filing

Insights

Corporate Governance Expert

TL;DR: Amendment discloses litigation settlement talks that could transfer control of Financial LP's Hilltop shares and alter governance.

The filing is materially significant because it documents a negotiated path to shift voting and dispositive control of a large block of Hilltop stock (shares held by Financial LP) from Gerald J. Ford to the First Family, and contemplates redemption of Mr. Ford's LP interests with a specific share allocation (21.6% of Financial LP's Hilltop shares) to Mr. Ford. These are explicit, actionable items in Item 6 and Item 4; they affect ownership structure and could change board or voting dynamics depending on the final settlement. Impactful: yes; immediate regulatory disclosure reduces uncertainty but outcome remains contingent on definitive agreements.

M&A / Transaction Specialist

TL;DR: Document records a settlement negotiation that would transfer control of a significant equity block and include a partial equity redistribution to Mr. Ford.

The amendment identifies concrete transaction terms under negotiation: transfer of control over shares held by Financial LP and a redemption mechanism resulting in Mr. Ford receiving 21.6% of Financial LP's Hilltop shares. Those terms, if executed, represent a material change in the beneficial ownership and control profile of Hilltop. The filing properly discloses parties, share counts, and percentages, and references the Joint Filing Agreement exhibit. From a transaction standpoint this is a material, non-routine development requiring close monitoring until a definitive settlement is executed.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 20)

HILLTOP HOLDINGS INC.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

432748101

(CUSIP Number)

Jennifer Wisinski
Haynes and Boone, LLP, 2801 N. Harwood Street, Suite 2300
Dallas, TX, 75201
(214) 651-5000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

08/06/2025

(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).

SCHEDULE 13D

CUSIP No. 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:

7	Sole Voting Power 265,136.00
8	Shared Voting Power 15,643,463.00
9	Sole Dispositive Power 265,136.00
10	Shared Dispositive Power 15,643,463.00

11

Aggregate amount beneficially owned by each reporting person

15,907,069.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

25.2 %

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 63,001,759 shares of common stock outstanding on July 24, 2025, as disclosed in Hilltop's Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2025, that was filed by Hilltop with the SEC on July 25, 2025.

SCHEDULE 13D

CUSIP No. 432748101

1

Name of reporting person

Diamond A Financial, 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:

7	Sole Voting Power 0.00
8	Shared Voting Power 15,544,674.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 15,544,674.00

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)

24.7 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

Row 13. Based on 63,001,759 shares of common stock outstanding on July 24, 2025, as disclosed in Hilltop's Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2025, that was filed by Hilltop with the SEC on July 25, 2025.

SCHEDULE 13D

CUSIP No. 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:

7	Sole Voting Power 0.00
8	Shared Voting Power 15,544,674.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 15,544,674.00

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)

24.7 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

Rows 8, 10 and 11. Includes 15,544,674 shares of Common Stock that are directly beneficially owned by Financial LP. Row 13. Based on 63,001,759 shares of common stock outstanding on July 24, 2025, as disclosed in Hilltop's Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2025, that was filed by Hilltop with the SEC on July 25, 2025.

SCHEDULE 13D

CUSIP No. 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:

7	Sole Voting Power 0.00
8	Shared Voting Power 15,544,674.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 15,544,674.00

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)

24.7 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

Rows 8, 10 and 11. Includes 15,544,674 shares of Common Stock that are directly beneficially owned by Financial LP. Row 13. Based on 63,001,759 shares of common stock outstanding on July 24, 2025, as disclosed in Hilltop's Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2025, that was filed by Hilltop with the SEC on July 25, 2025.

SCHEDULE 13D

CUSIP No. 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:

7	Sole Voting Power 0.00
8	Shared Voting Power 98,789.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 98,789.00

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 63,001,759 shares of common stock outstanding on July 24, 2025, as disclosed in Hilltop's Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2025, that was filed by Hilltop with the SEC on July 25, 2025.

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. 20 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, LP, a Texas limited partnership, 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 by furnishing the information set forth below. Except as otherwise specified in this Amendment, all previous Items are unchanged. Capitalized terms used herein which are 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.
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 (the "First Family") filed a lawsuit in the First Division of the Business Court of Texas against the Reporting Persons (the "Litigation"). In connection with the Litigation, on August 6, 2025, the Reporting Persons and the First Family agreed to negotiate in good faith to enter into a definitive settlement agreement, which would, among other things: (i) 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 (ii) 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.
Item 7.	Material to be Filed as Exhibits.
	Item 7 is hereby amended and supplemented as follows: The following exhibit is filed to the Schedule 13D: Exhibit Number Description of 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.

Gerald J. Ford

Signature:	/s/ Gerald J. Ford
Name/Title:	Gerald J. Ford
Date:	08/08/2025

Diamond A Financial, LP

Signature:	Diamond HTH Stock Company, LP
Name/Title:	General Partner
Date:	08/08/2025

Signature:	Diamond HTH Stock Company GP, LLC
Name/Title:	General Partner
Date:	08/08/2025

Signature:	/s/ Gerald J. Ford
Name/Title:	Gerald J. Ford, Sole Member
Date:	08/08/2025

Diamond HTH Stock Company, LP

Signature:	Diamond HTH Stock Company GP, LLC
Name/Title:	General Partner
Date:	08/08/2025

Signature:	/s/ Gerald J. Ford
Name/Title:	Gerald J. Ford, Sole Member
Date:	08/08/2025

Diamond HTH Stock Company GP, LLC

Signature:	/s/ Gerald J. Ford
Name/Title:	Gerald J. Ford, Sole Member
Date:	08/08/2025

Turtle Creek Revocable Trust

Signature:	/s/ Gerald J. Ford
Name/Title:	Gerald J. Ford, Trustee
Date:	08/08/2025

FAQ

What stake in Hilltop (HTH) do the reporting persons disclose?

They disclose beneficial ownership of 15,907,069 shares, representing 25.2% of common stock based on 63,001,759 shares outstanding as of July 24, 2025.

Which entities hold the largest portion of the disclosed shares?

Diamond A Financial, LP holds 15,544,674 shares (24.7%); Turtle Creek Revocable Trust holds 98,789 shares (0.2%).

What material agreement is described in this Schedule 13D/A?

On August 6, 2025 the reporting persons and the First Family agreed to negotiate in good faith toward a settlement to transfer control of Financial LP's shares and redeem Mr. Ford's equity interests with Mr. Ford receiving 21.6% of Financial LP's Hilltop shares as partial consideration.

Does this filing resolve the litigation mentioned?

No. The filing states the parties agreed to negotiate in good faith toward a definitive settlement; it does not announce a finalized settlement or resolution.

When were these disclosures signed and filed?

The event requiring the filing occurred on August 6, 2025 and the signatures on the amendment are dated August 8, 2025.