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Hilltop Holdings Inc._January 29, 2026 0001265131false00012651312026-01-292026-01-29

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549 ​

FORM 8-K

​

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 ​ Date of Report (Date of earliest event reported): January 29, 2026 ​ Hilltop Holdings Inc. (Exact name of registrant as specified in its charter) ​ ​ ​ ​ ​ ​

Maryland ​ 1-31987 ​ 84-1477939

(State or other jurisdiction of incorporation) ​ (Commission File Number) ​ (IRS Employer Identification No.)

​ ​

​

​

6565 Hillcrest Avenue ​ ​

Dallas, Texas ​ 75205

(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 ​ HTH ​ New York Stock Exchange NYSE Texas

​ 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 January 29, 2026, 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 and year ended December 31, 2025. 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 January 29, 2026, the Board of Directors of the Company declared a quarterly cash dividend of $0.20 per common share, payable on February 27, 2026, to stockholders of record as of the close of business on February 13, 2026. ​ Additionally, on January 29, 2026, the Board of Directors of the Company authorized a new stock repurchase program through January 2027. Under the program, the Company is authorized to repurchase, in the aggregate, up to $125.0 million of 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. ​

Forward-Looking Statements

​ This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the Company’s actual results, performance or achievements to be materially different from any future results, performance or achievements anticipated in such statements. Forward-looking statements speak only as of the date they are made and, except as required by law, the Company does not assume any duty to update forward-looking statements. Such forward-looking statements include, but are not limited to, statements concerning the Company’s plans, objectives, strategies, expectations, intentions and other statements that are not statements of historical fact, and may be identified by words such as “aim,” “anticipates,” “believes,” “building,” “continue,” “could,” “drive,” “estimates,” “expects,” “extent,” “focus,

Hilltop Holdings Inc._October 23, 2025 0001265131false00012651312025-10-232025-10-23

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549 ​

FORM 8-K

​

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 ​ Date of Report (Date of earliest event reported): October 23, 2025 ​ Hilltop Holdings Inc. (Exact name of registrant as specified in its charter) ​ ​ ​ ​ ​ ​

Maryland ​ 1-31987 ​ 84-1477939

(State or other jurisdiction of incorporation) ​ (Commission File Number) ​ (IRS Employer Identification No.)

​ ​

​

​

6565 Hillcrest Avenue ​ ​

Dallas, Texas ​ 75205

(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 ​ HTH ​ New York Stock Exchange NYSE Texas

​ 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 23, 2025, 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, 2025. 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 23, 2025, the Board of Directors of the Company declared a quarterly cash dividend of $0.18 per common share, payable on November 21, 2025, to stockholders of record as of the close of business on November 7, 2025. ​ Additionally, on October 23, 2025, the Board of Directors of the Company authorized an increase to the aggregate amount of common stock the Company may repurchase under the stock repurchase program originally authorized in January 2025, to $185.0 million, an increase of $50.0 million. The stock repurchase program expires in January 2026. 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. ​

Forward-Looking Statements

​ This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the Company’s actual results, performance or achievements to be materially different from any future results, performance or achievements anticipated in such statements. Forward-looking statements speak only as of the date they are made and, except as required by law, the Company does not assume any duty to update forward-looking statements. Such forward-looking statements include, but are not limited to, statements concerning the Company’s plans, objectives, strategies, expectations, intentions and other statements that are not statements of historical fact, and m