Financial Analysis

18. Commitments and Contingencies During 2025, the Bank acted as agent on behalf of certain correspondent banks in the purchase and sale of federal funds. At December 31, 2025 and 2024, the Bank did not have any federal funds sold acting as an agent. Legal Matters The Company is subject to loss contingencies related to litigation, claims, investigations and legal and administrative cases and proceedings arising in the ordinary course of business. The Company evaluates these contingencies based on information currently available, including advice of counsel. The Company establishes accruals for those matters when a loss contingency is considered probable and the related amount is reasonably estimable. Any accruals are periodically reviewed and may be adjusted as circumstances change. A portion of the Companys exposure with respect to loss contingencies may be offset by applicable insurance coverage. In determining the amounts of any accruals or estimates of possible loss contingencies, the Company does not consider the availability of insurance coverage. When it is practicable, the Company estimates loss contingencies for possible litigation and claims, whether or not there is an accrued probable loss. When the Company is able to estimate such probable losses, and when it estimates that it is reasonably possible it could incur losses in excess of amounts accrued, the Company is required to make a disclosure of the aggregate estimation. As available information changes, however …

CommitmentsAndContingenciesDisclosureTextBlock · excerpt; the full note is in the filing

20. Stock-Based Compensation In July 2020, pursuant to stockholders approval, the Company adopted the Hilltop Holdings Inc. 2020 Equity Incentive Plan (the 2020 Plan). The 2020 Plan provides for the grant of nonqualified stock options, stock appreciation rights, restricted stock, RSUs, performance awards, dividend equivalent rights and other awards to employees of the Company, its subsidiaries and outside directors of the Company. Outstanding awards under the 2020 Plan continues to be subject to the terms and conditions of the 2020 Plan. The number of shares authorized for issuance pursuant to awards under the 2020 Plan is 3,650,000. At December 31, 2025, 1,309,749 shares of common stock remained available for issuance pursuant to awards granted under the 2020 Plan, excluding shares that may be delivered pursuant to outstanding awards. Total compensation expense was $14.7 million, $10.7 million and $15.5 million during 2025, 2024 and 2023, respectively. During 2025, 2024 and 2023, Hilltop granted 20,677, 15,923 and 17,912 shares of common stock, respectively, pursuant to the 2020 Plan to certain non-employee members of the Companys board of directors for services rendered to the Company. Restricted Stock Units The Compensation Committee of the board of directors of the Company issued RSUs to certain employees pursuant to the 2020 Plan. Certain RSUs are subject to time-based vesting conditions and generally provided for a cliff vest on the third anniversary of the grant date, …

DisclosureOfCompensationRelatedCostsShareBasedPaymentsTextBlock · excerpt; the full note is in the filing

3. Fair Value Measurements Fair Value Measurements and Disclosures The Company determines fair values in compliance with The Fair Value Measurements and Disclosures Topic of the ASC (the Fair Value Topic). The Fair Value Topic defines fair value, establishes a framework for measuring fair value in GAAP and expands disclosures about fair value measurements. The Fair Value Topic defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. The Fair Value Topic assumes that transactions upon which fair value measurements are based occur in the principal market for the asset or liability being measured. Further, fair value measurements made under the Fair Value Topic exclude transaction costs and are not the result of forced transactions. The Fair Value Topic includes a fair value hierarchy that classifies fair value measurements based upon the inputs used in valuing the assets or liabilities that are the subject of fair value measurements. The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs, as indicated below. Level 1 Inputs : Unadjusted quoted prices in active markets for identical assets or liabilities that the Company can access at the measurement date. Level 2 Inputs : Observable inputs other than Level 1 prices. Level 2 inputs include quoted prices for similar a …

FairValueDisclosuresTextBlock · excerpt; the full note is in the filing

9. Goodwill and Other Intangible Assets At December 31, 2025, the carrying amount of goodwill of $267.4 million was comprised of $39.6 million recorded in connection with the acquisition of The Bank of River Oaks (BORO) in an all-cash transaction (BORO Acquisition) and $227.8 million recorded in connection with the acquisition of PCC pursuant to a plan of merger whereby PCC merged with and into a wholly owned subsidiary (the PlainsCapital Merger). The banking, mortgage origination and broker-dealer business segments have been assigned goodwill of $247.4 million, $13.1 million and $7.0 million, respectively. Other intangible assets were $5.6 million and $6.6 million at December 31, 2025 and 2024, respectively. The Company performed required annual impairment tests of its goodwill and other intangible assets having an indefinite useful life as of October 1 st for each of its reportable business segments . At October 1, 2025, the Company determined that the estimated fair value of goodwill for each of its business segments and other intangible assets exceeded their carrying values. The Company estimated the fair values of goodwill for its business segments based on both a market and income approach using historical, normalized actual and forecasted results, taking into consideration the amount by which fair value exceeded book value and sensitivities performed. Based on this evaluation, at December 31, 2025, the Company concluded that the goodwill and other identifiable intangib …

GoodwillAndIntangibleAssetsDisclosureTextBlock · excerpt; the full note is in the filing

15. Income Taxes The significant components of the income tax provision are as follows (in thousands). Year Ended December 31, 2025 2024 2023 Current: Federal $ 41,733 $ 48,686 $ 19,681 State 1,871 1,896 4,455 43,604 50,582 24,136 Deferred: Federal $ 5,653 $ (16,262) $ 6,131 State (213) (3,273) 873 5,440 (19,535) 7,004 $ 49,044 $ 31,047 $ 31,140 The income tax provision differs from the amount that would be computed by applying the statutory federal income tax rate to income before income taxes as a result of the following (in thousands). The applicable corporate federal income tax rate was 21% for all periods presented. Year Ended December 31, 2025 2024 2023 Amount Percent Amount Percent Amount Percent Computed tax at federal statutory rate $ 46,423 21.0 $ 32,394 21.0 $ 31,315 21.0 State and local income tax, net of federal income tax effect (1) 1,440 0.7 (990) (0.6) 4,938 3.3 Nontaxable or nondeductible items: Tax-exempt income, net (2,701) (1.2) (2,225) (1.4) (2,390) (1.6) Compensation limitation 1,557 0.7 1,880 1.2 2,918 2.0 Share-based compensation expense (benefit) 64 244 0.2 (1,721) (1.2) Minority interest (1,350) (0.6) (2,099) (1.4) (1,877) (1.3) Other 1,636 0.7 1,663 1.0 1,951 1.3 Changes in unrecognized tax benefits: Reserve for uncertain positions (129) (0.1) (326) (0.2) (315) (0.2) Changes in unrecognized tax benefits: Changes in accumulated tax reserves - federal (6,330) (4.2) Other 2,104 1.0 506 0.3 2,651 1.8 $ 49,044 22.2 $ 31,047 20.1 $ 31,140 20.9 (1) The sta …

IncomeTaxDisclosureTextBlock · excerpt; the full note is in the filing

13. Notes Payable Notes payable consisted of the following (in thousands). December 31, 2025 2024 Senior Notes paid off January 2025, net of discount of $295 at December 31, 2024 $ $ 149,705 Subordinated Notes paid off May 2025, net of discount of $405 at December 31, 2024 49,596 Subordinated Notes due May 2035, net of discount of $1,413 and $1,634, respectively 148,587 148,366 $ 148,587 $ 347,667 Senior Notes On April 9, 2015, Hilltop completed an offering of $150.0 million aggregate principal amount of its 5% senior notes due April 15, 2025 (Senior Unregistered Notes) in a private offering that was exempt from the registration requirements of the Securities Act of 1933, as amended (the Securities Act). The Senior Unregistered Notes were offered within the United States only to qualified institutional buyers pursuant to Rule 144A under the Securities Act, and to persons outside of the United States under Regulation S under the Securities Act. The Senior Unregistered Notes were issued pursuant to an indenture (Senior Notes Indenture), dated as of April 9, 2015, by and between Hilltop and U.S. Bank National Association, as trustee. The net proceeds from the offering, after deducting estimated fees and expenses and the initial purchasers discounts, were approximately $148 million. Hilltop used the net proceeds of the offering to redeem all of Hilltops outstanding Non-Cumulative Perpetual Preferred Stock, Series B at an aggregate liquidation value of $114.1 million, plus accrued …

LongTermDebtTextBlock · excerpt; the full note is in the filing

16. Employee Benefits Hilltop and its subsidiaries have benefit plans that provide for elective deferrals by employees under Section 401(k) of the Internal Revenue Code. Employee contributions are determined by the level of employee participation and related salary levels per Internal Revenue Service regulations. Hilltop and its subsidiaries match a portion of employee contributions based on the amount of eligible employees contributions and salaries. The amount charged to operating expense for these matching contributions totaled $13.5 million, $13.3 million and $10.4 million during 2025, 2024 and 2023, respectively. The Companys Hilltop Holdings Inc. Employee Stock Purchase Plan (the ESPP) provides a means for eligible employees of the Company to purchase shares of Hilltop common stock at a discounted price by accumulating funds, normally through payroll deductions and is intended to qualify under Section 423 of the Internal Revenue Code. Participating employees may purchase shares of common stock at 90% of the fair market value on the last day of each quarterly offering period. The amount charged to operating expense related to participant discount totaled $0.4 million, $0.4 million and $0.6 million during 2025, 2024 and 2023, respectively. The Bank purchased $15.0 million of flexible premium universal life insurance in 2001 to help finance the annual expense incurred in providing various employee benefits. At December 31, 2025 and 2024, the carrying value of the policies …

PensionAndOtherPostretirementBenefitsDisclosureTextBlock · excerpt; the full note is in the filing

17. Related Party Transactions Jeremy B. Ford, Chairman of the Board, President and Chief Executive Officer of Hilltop, is the beneficiary of a trust that owns a 49% limited partnership interest in Diamond A Financial, L.P., which owned 26.1% of the outstanding Hilltop common stock at December 31, 2025. Gerald J. Ford is a principal stockholder of the Company through his beneficial ownership of shares of common stock that are held by Diamond A Financial, LP. Gerald J. Ford is the sole member of Diamond HTH Stock Company GP, LLC, which is the sole general partner of Diamond HTH Stock Company, LP, which is the sole general partner of Diamond A Financial, LP. Gerald J. Ford is the sole limited partner of Diamond HTH Stock Company, LP. Jeremy B. Ford is the son of Gerald J. Ford. Jeremy B. Ford and Corey G. Prestidge, Hilltops General Counsel and Secretary, are brothers-in-law. In the ordinary course of business, the Bank has granted loans to certain directors, executive officers and their affiliates (collectively referred to as related parties). At December 31, 2025 there were no related party loans outstanding compared to $0.5 million at December 31, 2024. These loans were made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other unaffiliated persons and do not involve more than normal risk of collectability. For such loans during 2025, there were no principal additions and payments tota …

RelatedPartyTransactionsDisclosureTextBlock · excerpt; the full note is in the filing

27. Segment and Related Information The Company has two primary business units, PCC (banking and mortgage origination) and Securities Holdings (broker-dealer). Under GAAP, the Companys business units are comprised of three reportable business segments organized primarily by the core products offered to the segments respective customers: banking, broker-dealer and mortgage origination. These segments reflect the manner in which operations are managed by the chief operating decision maker (CODM), the Companys President and Chief Executive Officer. For each reportable business segment, the CODM primarily uses income (loss) before taxes to evaluate segment performance, develop strategy and allocate resources. The CODM also uses net revenues, comprised of net interest income and noninterest income, which provides comparability of financial performance trends for the reportable business segments. The banking segment includes the operations of the Bank. The broker-dealer segment includes the operations of Securities Holdings, and the mortgage origination segment is composed of PrimeLending. Corporate includes certain activities not allocated to specific business segments. These activities include holding company financing and investing activities, merchant banking investment opportunities and management and administrative services to support the overall operations of the Company. Balance sheet amounts not discussed previously and the elimination of intersegment transactions are incl …

SegmentReportingDisclosureTextBlock · excerpt; the full note is in the filing

22. Stockholders Equity The Bank is subject to certain restrictions on the amount of dividends it may declare without prior regulatory approval. At December 31, 2025, approximately $34 million of its earnings was available for dividend declaration without prior regulatory approval. During the fourth quarter of 2025, the Bank received regulatory approval to dividend up to $200.0 million, inclusive of net profits during the third quarter of 2025. Accordingly, the Bank paid a dividend in January 2026 of $185.0 million, inclusive of net profits during the fourth quarter of 2025, to PCC. Dividends During 2025, 2024 and 2023, the Company declared and paid cash dividends of $0.72, $0.68 and $0.64 per common share, or an aggregate of $45.4 million, $44.3 million and $41.6 million, respectively. On January 29, 2026, Hilltops board of directors declared a quarterly cash dividend of $0.20 per common share, payable on February 27, 2026, to all common stockholders of record as of the close of business on February 13, 2026. Stock Repurchase Programs The Companys board of directors has periodically approved stock repurchase programs under which it authorized the Company to repurchase its outstanding common stock. Under the respective stock repurchase program authorized, the Company could repurchase shares in open-market purchases or through privately negotiated transactions as permitted under Rule 10b-18 promulgated under the Exchange Act. The extent to which the Company repurchased its sha …

StockholdersEquityNoteDisclosureTextBlock · excerpt; the full note is in the filing

13. Commitments and Contingencies Legal Matters The Company is subject to loss contingencies related to litigation, claims, investigations and legal and administrative cases and proceedings arising in the ordinary course of business. The Company evaluates these contingencies based on information currently available, including advice of counsel. The Company establishes accruals for those matters when a loss contingency is considered probable and the related amount is reasonably estimable. Any accruals are periodically reviewed and may be adjusted as circumstances change. A portion of the Companys exposure with respect to loss contingencies may be offset by applicable insurance coverage. In determining the amounts of any accruals or estimates of possible loss contingencies, the Company does not take into account the availability of insurance coverage. When it is practicable, the Company estimates loss contingencies for possible litigation and claims, whether or not there is an accrued probable loss. When the Company is able to estimate such probable losses, and when it estimates that it is reasonably possible it could incur losses in excess of amounts accrued, the Company is required to make a disclosure of the aggregate estimation. As available information changes, however, the matters for which the Company is able to estimate, as well as the estimates themselves, will be adjusted accordingly. Assessments of litigation and claims exposures are difficult due to many factors tha …

CommitmentsAndContingenciesDisclosureTextBlock · excerpt; the full note is in the filing

15. Stock-Based Compensation During the six months ended June 30, 2026 and 2025, Hilltop granted 1,504 and 6,456 shares of common stock, respectively, pursuant to the Hilltop Holdings Inc. 2020 Equity Incentive Plan (the 2020 Equity Plan) to certain non-employee members of the Companys board of directors for services rendered to the Company. Restricted Stock Units The following table summarizes information about stock-based incentive awards issued pursuant to the 2020 Equity Plan and nonvested restricted stock unit (RSU) activity for the six months ended June 30, 2026 (shares in thousands). RSUs Weighted Average Grant Date Outstanding Fair Value Balance, December 31, 2025 1,197 $ 32.74 Granted 331 $ 38.82 Vested/Released (299) $ 34.37 Forfeited (119) $ 32.95 Balance, June 30, 2026 1,110 $ 34.10 Vested/Released RSUs include an aggregate of 68,148 shares withheld to satisfy employee statutory tax obligations during the six months ended June 30, 2026. During the six months ended June 30, 2026, the Compensation Committee of the board of directors of the Company awarded certain executives and key employees an aggregate of 331,385 RSUs pursuant to the 2020 Equity Plan. Of the RSUs granted during the six months ended June 30, 2026, 242,960 that were outstanding at June 30, 2026, are subject to time-based vesting conditions and generally cliff vest on the third anniversary of the grant date. Of the RSUs granted during the six months ended June 30, 2026, 84,325 that were outstanding a …

DisclosureOfCompensationRelatedCostsShareBasedPaymentsTextBlock · excerpt; the full note is in the filing

3. Fair Value Measurements Fair Value Measurements and Disclosures The Company determines fair values in compliance with The Fair Value Measurements and Disclosures Topic of the ASC (the Fair Value Topic). The Fair Value Topic defines fair value, establishes a framework for measuring fair value in GAAP and expands disclosures about fair value measurements. The Fair Value Topic defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. The Fair Value Topic assumes that transactions upon which fair value measurements are based occur in the principal market for the asset or liability being measured. Further, fair value measurements made under the Fair Value Topic exclude transaction costs and are not the result of forced transactions. The Fair Value Topic includes a fair value hierarchy that classifies fair value measurements based upon the inputs used in valuing the assets or liabilities that are the subject of fair value measurements. The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs, as indicated below. Level 1 Inputs : Unadjusted quoted prices in active markets for identical assets or liabilities that the Company can access at the measurement date. Level 2 Inputs : Observable inputs other than Level 1 prices. Level 2 inputs include quoted prices for similar a …

FairValueDisclosuresTextBlock · excerpt; the full note is in the filing

12. Income Taxes The Company applies an estimated annual effective rate to interim period pre-tax income to calculate the income tax provision for the quarter in accordance with the principal method prescribed by the accounting guidance established for computing income taxes in interim periods. The Companys effective tax rates were 24.2% and 23.4% for the three months ended June 30, 2026 and 2025, respectively, and 23.4% and 23.1% for the six months ended June 30, 2026 and 2025, respectively. During the three and six months ended June 30, 2026, the effective tax rate was higher than the applicable statutory rate primarily due to the impact of nondeductible expenses, nondeductible compensation expense and other permanent adjustments, partially offset by investments in tax-exempt instruments. During the three and six months ended June 30, 2025, the effective tax rate was higher than the applicable statutory rate primarily due to the impact of nondeductible compensation expense, other nondeductible expenses and other permanent adjustments, partially offset by investments in tax-exempt instruments. On July 4, 2025, legislation referred to as H.R. 1: One Big Beautiful Bill Act (OBBBA) was signed into law which, among other changes, permanently disallowed certain business expenses, modified the tax year in which certain business deductions, primarily depreciation of capital asset additions, are allowed and thereby modified the time within which income tax payments will be made. …

IncomeTaxDisclosureTextBlock · excerpt; the full note is in the filing

10. Notes Payable Notes payable consisted of the following (in thousands). June 30, December 31, 2026 2025 Subordinated Notes due May 2035, net of discount of $1,297 and $1,413, respectively $ 148,703 $ 148,587 $ 148,703 $ 148,587 …

LongTermDebtTextBlock · excerpt; the full note is in the filing

22. Segment and Related Information The Company has two primary business units, PCC (banking and mortgage origination) and Securities Holdings (broker-dealer). Under GAAP, the Companys business units are comprised of three reportable business segments organized primarily by the core products offered to the segments respective customers: banking, broker-dealer and mortgage origination. These segments reflect the manner in which operations are managed and the criteria used by the chief operating decision maker (CODM), the Companys President and Chief Executive Officer. For each reportable business segment, the CODM primarily uses income (loss) before income taxes to evaluate segment performance, develop strategy and allocate resources. The CODM also uses net revenues, comprised of net interest income and noninterest income, which provides comparability of financial performance trends for the reportable business segments. The banking segment includes the operations of the Bank. The broker-dealer segment includes the operations of Securities Holdings, and the mortgage origination segment is composed of PrimeLending. Corporate includes certain activities not allocated to specific business segments. These activities include holding company financing and investing activities, merchant banking investment opportunities and management and administrative services to support the overall operations of the Company. Balance sheet amounts not discussed previously and the elimination of inter …

SegmentReportingDisclosureTextBlock · excerpt; the full note is in the filing

17. Stockholders Equity Dividends During the six months ended June 30, 2026 and 2025, the Company declared and paid cash dividends of $0.40 and $0.36 per common share, or an aggregate of $23.4 million and $23.2 million, respectively. On July 23, 2026, Hilltops board of directors declared a quarterly cash dividend of $0.22 per common share, payable on August 21, 2026, to all common stockholders of record as of the close of business on August 7, 2026. Stock Repurchases In January 2026, the Hilltop board of directors authorized a new stock repurchase program through January 2027, pursuant to which the Company was originally authorized to repurchase, in the aggregate, up to $125.0 million of the Companys outstanding common stock. In July 2026, the Hilltop Board of Directors authorized an increase to the aggregate amount of common stock the Company may repurchase under this program to $200.0 million, an increase of $75.0 million, which is inclusive of repurchases to offset dilution related to grants of stock-based compensation. During the six months ended June 30, 2026, Hilltop paid $94.5 million to repurchase an aggregate of 2,488,216 shares of the Companys common stock at an average price of $37.99 per share pursuant to the stock repurchase program. As a result of share repurchases during 2026, Hilltop has approximately $106 million of available share repurchase capacity through the expiration of the 2026 stock repurchase program in January 2027. The Company's share repurchases …

StockholdersEquityNoteDisclosureTextBlock · excerpt; the full note is in the filing