Form 4: Hilltop Holdings Director Gerald Ford Discloses Compensation and Gifting of Shares

Gerald J. Ford, a Director and Chairman Emeritus of Hilltop Holdings Inc., reported the acquisition of 474 shares as compensation, which were subsequently gifted to a family trust.

Summary

• Gerald J. Ford, a Director and Chairman Emeritus of Hilltop Holdings Inc. (HTH), received 474 shares of common stock as compensation for his services during the second calendar quarter of 2025.
• The shares were granted under the Hilltop Holdings Inc. 2020 Equity Incentive Plan.
• The price per share for the compensation was calculated at $29.852, based on the average closing price from June 16, 2025, to June 30, 2025.
• Immediately after receiving the shares, Mr. Ford gifted all 474 shares to the Turtle Creek Revocable Trust, a trust established for the benefit of his family members.
• Following these transactions, Mr. Ford directly beneficially owns 353,606.1004 shares.
• Indirect beneficial ownership includes 98,789 shares held by the Turtle Creek Revocable Trust and 15,544,674 shares held by Diamond A, L.P., through entities where Mr. Ford holds controlling interests.

Sentiment

Score: 5

Explanation: The document is a neutral, factual disclosure of an insider transaction (compensation and gifting). It contains no positive or negative operational or financial news for the company itself, nor does it suggest any significant change in company prospects.

Positives

• Compensation for director services indicates ongoing engagement and value provided by a key board member.
• The transaction occurred under an established equity incentive plan (2020 EIP), reflecting standard corporate governance practices for director compensation.

Future Outlook

No forward-looking statements or guidance are provided in this Form 4 filing, as it is a disclosure of past insider transactions.

Management Comments

• The reporting persons state that neither the filing of this statement nor anything herein shall be deemed an admission that such persons are, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the 'Exchange Act') or otherwise, the beneficial owners of any securities covered by this statement. The reporting persons disclaim beneficial ownership of the securities covered by this statement, except to the extent of the pecuniary interest of such persons in such securities.
• The reporting persons may be deemed to be a member of a group with respect to the Issuer or securities of the Issuer for purposes of Section 13(d) or 13(g) of the Exchange Act. The reporting persons declare that neither the filing of this statement nor anything herein shall be construed as an admission that such persons are, for the purposes of Section 13(d) or 13(g) of the Exchange Act or any other purpose, a member of a group with respect to the Issuer or securities of the Issuer.

Industry Context

This Form 4 filing is a routine disclosure of director compensation and subsequent gifting, which is a common practice for executives and board members in publicly traded companies across various industries. It does not provide specific insights into broader industry trends or competitive dynamics beyond the company's standard compensation practices.

Comparison to Industry Standards

• The compensation of directors with equity under an established incentive plan is a standard practice across publicly traded companies, aligning director interests with shareholders.
• The subsequent gifting of shares to a family trust is also a common personal financial planning strategy for high-net-worth individuals, including corporate executives and directors.
• No specific comparable companies or projects are mentioned in this filing to allow for a direct comparative assessment of results.

Corporate Governance

Related Party Transactions

• Gerald J. Ford gifted 474 shares of Hilltop Holdings Inc. common stock, which he received as director compensation, to the Turtle Creek Revocable Trust. This trust is established for the benefit of his family members, and Mr. Ford is the grantor and trustee.

Stakeholder Impact

• Shareholders: The transaction represents a routine compensation and gifting event by a significant insider. It does not directly impact the company's operational performance or financial health, but it reflects the ongoing equity-based compensation of a key director.

Key Dates

Keywords

Hilltop Holdings Inc., HTH, Gerald J. Ford, SEC Form 4, Insider Transaction, Stock Compensation, Equity Incentive Plan, Share Gifting, Beneficial Ownership, Director Compensation