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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): February 2, 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 5 – Corporate Governance and Management

 

Item 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

Amendment to Thompson Employment Agreement

 

On February 2, 2026, Hilltop Holdings Inc. (the “Company”) and Steve Thompson entered into the Second Amendment to Employment Agreement (the “Second Amendment”), which is effective as of December 31, 2025. The Second Amendment amends the Employment Agreement, dated as of October 25, 2019 (the “Original Employment Agreement”), as amended and supplemented by that certain First Amendment to Employment Agreement, dated as of December 30, 2022 (the “First Amendment,” and together with the Original Employment Agreement, collectively, the “Employment Agreement”), between the Company and Mr. Thompson to extend the term of the Employment Agreement until December 31, 2028 (the Employment Agreement previously expired on December 31, 2025).

 

The foregoing description of the Second Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Second Amendment, which is attached as Exhibit 10.7.3 to this Current Report on Form 8-K and incorporated by reference herein.

 

Jeremy B. Ford 2025 Annual Incentive Bonus

 

The information set forth in Item 8.01 below also is incorporated by reference herein.

 

Section 8 – Other Events

 

Item 8.01Other Events.

 

Jeremy B. Ford, Chairman, Chief Executive Officer and President of the Company notified the Compensation Committee of the Board of Directors of the Company of his election not to be paid his annual cash incentive bonus for the 2025 fiscal year due to the voting results on the say-on-pay proposal at the Company’s 2025 Annual Meeting of Stockholders. Accordingly, Mr. Jeremy Ford will not receive the annual cash incentive bonus he would have been entitled to receive pursuant to the Company’s Annual Incentive Plan for fiscal 2025. In addition, the Board of Directors of the Company recognized Mr. Ford’s commitment to the Company and its stockholders for his decision to forgo such compensation. 

 

Section 9 – Financial Statements and Exhibits

 

Item 9.01Financial Statements and Exhibits.

 

(a)Financial statements of businesses acquired.
    Not applicable.
(b)Pro forma financial information.
    Not applicable.
(c)Shell company transactions.
    Not applicable.
(d)Exhibits.  

 

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

 

Exhibit
Number		   Description of Exhibit
     
10.7.3   Second Amendment to Employment Agreement by and between Hilltop Holdings Inc. and Steve Thompson, dated February 2, 2026, but effective as of December 31, 2025.
104   Cover Page Interactive File (formatted as Inline XBRL).

 

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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.

 

    Hilltop Holdings Inc.,
    a Maryland corporation
       
Date: February 5, 2026 By: /s/ COREY PRESTIDGE
    Name: Corey G. Prestidge
    Title: Executive Vice President,
      General Counsel & Secretary

 

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EXHIBIT 10.7.3

 

SECOND AMENDMENT

TO

EMPLOYMENT AGREEMENT

 

THIS SECOND AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) is made and entered into as of February 2, 2026 (the “Execution Date”) but effective as of December 31, 2025, by and between Hilltop Holdings Inc. (the “Company”), on behalf of itself and all of its subsidiaries (collectively, “Employer”), and Steve Thompson (“Executive”). Each initially capitalized term used, but not otherwise defined herein, shall have the meanings assigned to it in the Employment Agreement (hereinafter defined).

 

RECITALS:

 

WHEREAS, the Company and Executive are parties to that certain Employment Agreement, dated as of October 25, 2019 (the “Original Agreement”), as amended by that certain First Amendment to Employment Agreement, dated as of December 30, 2022 (the “First Amendment,” and together with the Original Agreement, collectively, the “Employment Agreement”); and

 

WHEREAS, the Company and Executive desire to amend the Employment Agreement to the extent provided in this Amendment.

 

AGREEMENT:

 

NOW, THEREFORE, in consideration of the premises and the mutual covenants contained in this Amendment and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

 

1.Amendments and Supplements to the Employment Agreement.

 

(a)Section 4 of the Employment Agreement is hereby deleted in its entirety and replaced with the following:

 

“4.Term of Agreement. Unless earlier terminated pursuant to the terms of this Agreement, this Agreement shall remain in effect until December 31, 2028 (the “Term Date” and such period until the earlier of the Term Date or termination of this Agreement being referred to as the “Term”). Unless Employer and Executive agree in writing to extend the Term of this Agreement at any time on or before the Term Date, this Agreement shall expire on the Term Date.”

 

2.Miscellaneous.

 

(a)           Effect of Amendment. Each of the Company and Executive hereby agree and acknowledge that, except as expressly provided in this Amendment, the Employment Agreement remains in full force and effect and has not been modified or amended in any respect, it being the intention of each of the Company and Executive that this Amendment and the Employment Agreement be read, construed and interpreted as one and the same instrument. To the extent that any conflict exists between this Amendment and the Employment Agreement, the terms of this Amendment shall control and govern.

 

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(b)           Counterparts. This Amendment may be executed in any number of counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. For purposes of determining whether a party has signed this Amendment or any document contemplated hereby or any amendment or waiver hereof, only a handwritten original signature on a paper document or a facsimile or portable document format (pdf) copy of such a handwritten original signature shall constitute a signature, notwithstanding any law relating to or enabling the creation, execution or delivery of any contract or signature by electronic means.

 

SIGNATURE PAGE FOLLOWS

 

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IN WITNESS WHEREOF, each of the Company and Executive has executed this Amendment as of the day and year first above written.

 

COMPANY:  EXECUTIVE:
    
Hilltop Holdings Inc.   
    
By:/s/ JEREMY B. FORD  /s/ STEVE THOMPSON
Name:Jeremy B. Ford  Name: Steve Thompson
Title:President & Chief Executive Officer   

 

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