8-K

UNITED STATES

SECURITIES AND

EXCHANGE COMMISSION

Washington, D.C.

20549

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported): April 29, 2025

Hilltop Holdings Inc.

(Exact name of registrant as specified in its charter)

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:

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 5– Corporate Governance and Management

On April 29, 2025, Mr. J. Markham Green elected not to stand for re-election at the Hilltop Holdings Inc. (the “Company”) 2025 Annual Meeting of Stockholders to be held on July 24, 2025 (the “Annual Meeting”). Accordingly, Mr. Green will continue to serve as a director on the Board of Directors and a member of the Audit, Risk and Investment Committees until the Annual Meeting. Mr. Green’s election not to stand for re-election at the Annual Meeting was not the result of any disagreement with the Company on any matter relating to the Company's operations, policies or practices. On April 30, 2025, the Board of Directors reduced the number of directors of the Board of Directors to thirteen directors; provided, that such reduction shall not shorten the tenure of any existing director but shall be effective to reduce the number of directors that may be elected to the Board of Directors at the Annual Meeting.

Section 8 – Other Events

The information set forth in Item 5.02 of this Current Report on Form 8-K is incorporated by reference into this Item 8.01.

SIGNATURES

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.

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