Hilltop Holdings Inc 8-K, filed Jan 23, 2025

About this 8-K

Items reported

Hilltop Holdings Inc. (HTH)

8-K 2025-01-23 For: 2025-01-21

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Added on April 12, 2026

Hilltop Holdings Inc filed this 8-K on January 23, 2025, reporting on events of January 21, 2025.

Individual’s Signature

Joint Individual’s Signature

Individual’s Printed Name

Joint Individual’s Printed Name

Item 1.01: Entered into a material agreement
Item 2.03: New debt or off-balance-sheet obligation
Item 8.01: Other events
Item 9.01: Financial statements and exhibits

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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)

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

Exhibit Number		Description of Exhibit

4.8		Indenture, dated as of September 25, 2024, by and between Hilltop Securities Inc. and The Bank of New York Mellon, as indenture trustee.

104		Cover Page Interactive File (formatted as Inline XBRL).

Date:	January 23, 2025	By:	/s/ COREY G. PRESTIDGE
		Name:	Corey G. Prestidge
		Title:	Executive Vice President, General Counsel & Secretary

Article I. DEFINITIONS AND CONSTRUCTION		2

Section 1.01	Definitions	2
Section 1.02	Rules of Construction	7
Section 1.03	Supplemental Indentures Controlling	8

Article II. THE SERIES 2024-1 CP NOTES		8

Section 2.01	Form Generally	8
Section 2.02	Denominations	8
Section 2.03	Execution, Authentication and Delivery	9
Section 2.04	Authenticating Agent	10
Section 2.05	Registration of and Limitations on Transfer and Exchange of Series 2024-1 CP Notes	11
Section 2.06	Mutilated, Destroyed, Lost or Stolen Series 2024-1 CP Notes	13
Section 2.07	Persons Deemed Owners	14
Section 2.08	Appointment of Paying Agent	15
Section 2.09	Access to List of Series 2024-1 CP Noteholders’ Names and Addresses	15
Section 2.10	Cancellation	15
Section 2.11	Book Entry Series 2024-1 CP Notes	16
Section 2.12	Notices to Clearing Agency	17
Section 2.13	Definitive Series 2024-1 CP Notes	17
Section 2.14	Series 2024-1 CP Note Issuance Procedures	17
Section 2.15	Payment of Interest and Principal; Optional Redemption	21
Section 2.16	CUSIP Numbers	22

Article III. REPRESENTATIONS AND COVENANTS OF ISSUER		22

Section 3.01	Representations and Warranties of the Issuer—General	22
Section 3.02	General Covenants of the Issuer	24
Section 3.03	Collateral Maintenance; Substitution; Trustee Daily Collateral Reports	25
Section 3.04	Money for Series 2024-1 CP Note Payments to Be Held in Trust	26
Section 3.05	Unclaimed Funds	27
Section 3.06	Successor Substituted	27
Section 3.07	Authorized Representative	27

Article IV. SATISFACTION AND DISCHARGE		28

Section 4.01	Satisfaction and Discharge	28
Section 4.02	Application of Trust Money	29

Article V. DEFAULTS AND REMEDIES		29

Section 5.01	Events of Default	29
Section 5.02	Acceleration of Maturity; Rescission and Annulment	30
Section 5.03	Collection of Indebtedness and Suits for Enforcement by Trustee	31
Section 5.04	Remedies	32
Section 5.05	Optional Preservation of Trust Assets	34
Section 5.06	Trustee May Enforce Claims Without Possession of Notes	34
Section 5.07	Limitation on Suits	34
Section 5.08	Unconditional Rights of Series 2024-1 CP Noteholders to Receive Principal and Interest	35
Section 5.09	Restoration of Rights and Remedies	35
Section 5.10	Rights and Remedies Cumulative	35
Section 5.11	Delay or Omission Not Waiver	35
Section 5.12	Rights of Series 2024-1 CP Noteholders to Direct Trustee	36
Section 5.13	Waiver of Past Defaults	36
Section 5.14	Undertaking for Costs	36
Section 5.15	Waiver of Stay or Extension Laws	37
Section 5.16	Sale of Trust Assets	37
Section 5.17	Action on Notes	38
Section 5.18	Limited Rights of Certain Series 2024-1 CP Noteholders	38

Article VI. THE TRUSTEE		38

Section 6.01	Duties of Trustee	38
Section 6.02	Notice of Event of Default	40
Section 6.03	Rights of Trustee	40
Section 6.04	Not Responsible for Recitals or Issuance of Notes	42
Section 6.05	May Hold Notes	42
Section 6.06	Money Held in Trust	42
Section 6.07	Compensation, Reimbursement and Indemnification	42
Section 6.08	Replacement of Trustee	43
Section 6.09	Successor Trustee by Merger	44
Section 6.10	Appointment of Co-Trustee or Separate Trustee	44
Section 6.11	Eligibility; Disqualification	45
Section 6.12	Representations and Covenants of Trustee	45
Section 6.13	Limitation of Liability	46
Section 6.14	Trustee as Paying Agent, Registrar and Authenticating Agent	46
Section 6.15	Liability in Agent Capacity	46

Article VII. SERIES 2024-1 CP NOTEHOLDERS’ LIST AND REPORTS BY INDENTURE TRUSTEE AND ISSUER		47

Section 7.01	Issuer to Furnish Trustee Names and Addresses of Series 2024-1 CP Noteholders	47

Section 7.02	Preservation of Information; Communications to Series 2024-1 CP Noteholders	47

Article VIII. ACCOUNTS, ACCOUNTING AND RELEASES		48

Section 8.01	Collection of Money	48
Section 8.02	Distributions	48
Section 8.03	Release of Trust Assets, Etc.	48
Section 8.04	Establishment of Note Account	49
Section 8.05	Assets Uninvested	49

Article IX. SUPPLEMENTAL INDENTURES		49

Section 9.01	Supplemental Indentures Without Consent of Series 2024-1 CP Noteholders	49
Section 9.02	Supplemental Indentures with Consent of Series 2024-1 CP Noteholders	50
Section 9.03	Execution of Supplemental Indentures	52
Section 9.04	Effect of Supplemental Indenture	52
Section 9.05	Reference in Series 2024-1 CP Notes to Supplemental Indentures	52

Article X. MISCELLANEOUS		52

Section 10.01	Compliance Certificates and Opinions	52
Section 10.02	Form of Documents Delivered to Trustee	53
Section 10.03	Acts of Series 2024-1 CP Noteholders	53
Section 10.04	Notices, Etc. to Trustee and Issuer	54
Section 10.05	Notices to Series 2024-1 CP Noteholders; Waiver	56
Section 10.06	Alternate Payment and Notice Provisions	56
Section 10.07	Effect of Headings and Table of Contents	56
Section 10.08	Successors and Assigns	56
Section 10.09	Separability	56
Section 10.10	Benefits of Indenture	57
Section 10.11	Legal Holidays	57
Section 10.12	Governing Law	57
Section 10.13	Counterparts	57
Section 10.14	Issuer Obligation	57
Section 10.15	No Petition	58
Section 10.16	[Intentionally Omitted]	58
Section 10.17	Foreign Account Tax Compliance Act (FATCA)	58
Section 10.18	OFAC	58

EXHIBIT A—FORM OF MASTER SERIES 2024-1 CP NOTE
EXHIBIT B—FORMS OF INVESTOR REPRESENTATION LETTERS FOR SERIES 2024-1 CP NOTES—QIB AND ACCREDITED INVESTOR
EXHIBIT C—FORM OF NOTICE OF EXCLUSIVE CONTROL
EXHIBIT D—FORM OF ISSUANCE NOTICE
EXHIBIT E—FORM OF DAILY COLLATERAL REPORT
EXHIBIT F—FORM OF COLLATERAL ACCOUNT CONTROL AGREEMENT


	as Authenticating Agent for the Trustee
	By:
	Authorized Signatory”

	HILLTOP SECURITIES INC., as Issuer

	By:	/s/ William G. Vogelpohl
	Printed Name: William G. Vogelpohl
	Title: Senior Managing Director

	THE BANK OF NEW YORK MELLON, as Trustee

	By:	/s/ Glenn G. McKeever
	Printed Name: Glenn G. McKeever
	Title: Vice President

	THE BANK OF NEW YORK MELLON, not in its individual capacity but solely as Indenture Trustee

	By:
		Authorized Signatory

			Principal
		Amount of	Amount of this
	Amount of	Increase in	Master Note	Signature of
	decrease in	Principal	following such	authorized
Date of	Principal Amount	Amount of this	decrease (or	officer of Note
Exchange	of this Master Note	Master Note	increase)	Registrar

	I.	*it is a Qualified Institutional Buyer (“QIB”), as defined in Rule 144A, of the following type:  (as defined in Annex B);
	II.	*the undersigned person further hereby certifies that the undersigned purchasing institution owned and invested on a discretionary basis
		$  million in securities (determined as described in Annex B) as of , which is on or since the last
		day of the purchaser’s most recent fiscal year;
	III.	*the undersigned’s current fiscal year ends on (must be future date);
	IV.	it is familiar with Sections 3(c)(7) and 2(a)(51) of the Investment Company Act of 1940, as amended (the “Investment Company Act”); it has read and agrees to Annex A - “Restrictions on Sales of Book-Entry Securities Designated QIB/QP or 3(c)(7)” attached hereto; it is a Qualified Purchaser (“QP”) as defined in Section 2(a)(51) and the related rules of the Investment Company Act; and:

Name of Institution*	Officer Name*	Officer’s Title (Print/Type)*

Company Street Address*	Officer Signature*		Signature Date*

City/State/Postcode/Country*	Officer’s Business Telephone Number*

TaxID/EIN/Reg No.	Officer’s Business Email*

*1. HTS Account Information*


Name of Primary Account Holder (First, Middle, Last) or Business/Trust/Entity Name		HTS Account Number


Name of Additional Account Holder (First, Middle, Last) or Authorized Individual		State of Residence

	Hilltop Holdings Inc.,
	a Maryland corporation

Initial(s) if Applicable	A.	Any director or Executive Officer of the Issuer;
Initial(s) if Applicable	B.	Any natural person whose individual Net Worth, or joint Net Worth with that person’s spouse, at the time of his or her purchase exceeds $1,000,000;

Initial(s) if Applicable	C.	Any natural person who had an individual Income in excess of $200,000 in each of the two most recent years or joint income with that person’s spouse in excess of $300,000 in each of those years and has a reasonable expectation of reaching the same Income level in the current year;

Initial(s) if Applicable	D.	Any  organization  described  in  Section 501(c)(3) of  the  Internal  Revenue  Code,  corporation, Massachusetts or similar business trust, or partnership not formed for the specific purpose of acquiring the Interests, with total assets in excess of $5,000,000;

Initial(s) if Applicable	E.	Any trust, with total assets in excess of $5,000,000, not formed for the specific impose of acquiring the Interests, whose purchase is directed by a sophisticated person, as described in Rule 506(b) of Regulation D of the Act;

Initial(s) if Applicable	F.	Any private business development company, as defined in Section 202(a)(22) of the Investment Advisors Act of 1940;

Initial(s) if Applicable	G.	An investment company registered under the Investment Company Act of 1940 or a business development company, as defined in Section 2(a)(48) of that act;

Initial(s) if Applicable	H.	Any entity in which all of the equity owners are Accredited Investors;

Initial(s) if Applicable	I.	Any employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974, if the investment decision is made by a plan fiduciary (as defined in Section 3(21) of such Act) which is either a bank, savings and loan association, insurance company or registered investment advisor, or if such employee benefit plan has total assets of more than $5,000,000, or if such employee benefit plan is a self-directed plan and the investment decisions are made solely by persons that are accredited investors;

Initial(s) if Applicable	J.	A bank, as defined in Section 3(a)(2) of the Act or any savings and loan association or other institution as defined in Section 3(a)(5)(A) of the Act, whether acting in an individual or a fiduciary capacity;

Initial(s) if Applicable	K.	A broker or dealer registered under Section 15 of the Securities Exchange Act of 1934, as amended;

Initial(s) if Applicable	L.	An insurance company, as defined in Section 2(13) of the Act; and

Initial(s) if Applicable	M.	A Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958.