HTH Hilltop

Filed: 28 Oct 21, 5:04pm



Washington, D.C. 20549



Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 28, 2021

Hilltop Holdings Inc.

(Exact name of registrant as specified in its charter)




(State or other jurisdiction of

File Number)

(IRS Employer Identification

6565 Hillcrest Avenue

Dallas, Texas


(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (214) 855-2177

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to section 12(b) of the Act:

Title of each class

Trading symbol

Name of each exchange on which registered

Common Stock, par value $0.01 per share


New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b–2 of the Securities Exchange Act of 1934.

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Section 2 – Financial Information

Item 2.02  Results of Operations and Financial Condition.

On October 28, 2021, Hilltop Holdings Inc., or the Company, issued a press release announcing its results of operations and financial condition as of and for the three months ended September 30, 2021. The text of the release is set forth in Exhibit 99.1 attached to this Current Report on Form 8-K and is incorporated herein by reference.

The information in this Item (including Exhibit 99.1) is being furnished pursuant to Item 2.02 and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as expressly set forth in such filing.

Section 8 – Other Events

Item 8.01  Other Events.

On October 28, 2021, the Board of Directors of the Company declared a quarterly cash dividend of $0.12 per common share, payable on November 30, 2021, to stockholders of record as of the close of business on November 15, 2021.

Additionally, on October 28, 2021, the Board of Directors of the Company authorized, subject to regulatory review, an increase to the aggregate amount of common stock the Company may repurchase under the stock repurchase program originally authorized in January 2021, to $200.0 million, an increase of $50.0 million. The stock repurchase program expires in January 2022. Under the program, the Company is authorized to repurchase its outstanding common stock in the open market or through privately negotiated transactions as permitted under Rule 10b-18 promulgated under the Securities Exchange Act of 1934. The extent to which the Company repurchases its shares and the timing of such repurchases will depend upon market conditions and other corporate considerations, as determined by the Company’s management team. The purchases will be funded from available cash balances.

Section 9 – Financial Statements and Exhibits

Item 9.01  Financial Statements and Exhibits.

(a)Financial statements of businesses acquired.

Not applicable.

(b)Pro forma financial information.

Not applicable.

(c)Shell company transactions.

Not applicable.


The following exhibit(s) are filed or furnished, depending on the relevant item requiring such exhibit, in accordance with the provisions of Item 601 of Regulation S-K and Instruction B.2 to this form.



Description of Exhibit


Press Release issued October 28, 2021 (furnished pursuant to Item 2.02).


Cover Page Interactive File (formatted as Inline XBRL).


Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Hilltop Holdings Inc.,

a Maryland corporation


October 28, 2021




Corey G. Prestidge


Executive Vice President,

General Counsel & Secretary