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

Hilltop Holdings Inc.

(Exact name of registrant as specified in its charter)

(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 July 24, 2025, Hilltop Holdings Inc., or the Company, held its 2025 Annual Meeting of Stockholders, or the 2025 Annual Meeting. At the 2025 Annual Meeting, which was held virtually, stockholders were asked to vote on three proposals: the election of the 13 director nominees named in the proxy statement; a non-binding advisory vote to approve executive compensation; and the ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025. The voting results of the 2025 Annual Meeting are presented below.

ProposalNo. 1: The stockholders elected the following 13 director nominees to serve on the Company’s Board of Directors until the 2026 annual meeting of stockholders or until their successors are duly elected and qualified.

ProposalNo. 2: The stockholders did not approve, on an advisory basis, the 2024 compensation of the Company’s named executive officers.

ProposalNo. 3: The stockholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025.

As previously announced, on April 24, 2025, Gerald J. Ford ceased serving as a member of the Board of Directors of the Company and, in connection therewith, was appointed Chairman Emeritus. Effective July 8, 2025, Mr. Ford resigned from his position as Chairman Emeritus of the Company. The Company has been informed that there is a dispute with respect to the authority of Mr. Ford and certain of his representatives to vote 15,544,674 shares beneficially owned by Diamond A Financial, L.P. (the “Disputed Shares”). If, in light of such dispute, the votes of the Disputed Shares were disregarded, the results disclosed above would be different, but there would be no change to the outcome of Proposal No. 1 or Proposal No. 3.

2

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.

3