Hilltop Holdings Inc.
For the period ended Jul 23, 2026. Filed Apr 30, 2026.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Jul 23, 2026 · Filed Apr 30, 2026
Contents
Cover page
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| UNITED STATES | ||
| SECURITIES AND EXCHANGE COMMISSION | ||
| Washington, D.C. 20549 | ||
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| SCHEDULE 14A | ||
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| Proxy Statement Pursuant to Section 14(a) of | ||
| the Securities Exchange Act of 1934 (Amendment No. ) | ||
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| Filed by the Registrant ☒ | ||
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| Filed by a Party other than the Registrant ☐ | ||
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| Check the appropriate box: | ||
| ☐ | Preliminary Proxy Statement | |
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | |
| ☒ | Definitive Proxy Statement | |
| ☐ | Definitive Additional Materials | |
| ☐ | Soliciting Material under §240.14a-12 | |
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| Hilltop Holdings Inc. | ||
| (Name of Registrant as Specified In Its Charter) | ||
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| (Name of Person(s) Filing Proxy Statement, if other than the Registrant) | ||
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| Payment of Filing Fee (Check all boxes that apply): | ||
| ☒ | No fee required. | |
| ☐ | Fee paid previously with preliminary materials. | |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11. | |
NOTICE OF 2026 ANNUAL MEETING AND PROXY STATEMENT
| WHEN | WHERE | RECORD DATE | ||
| Thursday, July 23, 2026,at 10:00 a.m., Dallas, Texas local time | Virtual meeting via live webcast, accessible at: www.virtualshareholdermeeting.com/HTH2026 | Stockholders of record at the close of business on April 27, 2026 | ||
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ITEMS OF BUSINESS
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| | PROPOSAL | BOARD’SRECOMMENDATION | SEE PAGE |
| 1 | Elect thirteen directors to serve on our Board of Directors until the 2027 annual meeting of stockholders or until their successors are duly elected and qualified; | “FOR each” | 2 |
| 2 | Conduct a non-binding advisory vote to approve executive compensation; | “FOR” | 77 |
| 3 | Ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2026; and | “FOR” | 78 |
| 4 | Transact any other business that may properly come before the meeting and any adjournments or postponements of the meeting. | | |
Pursuant to rules promulgated by the Securities and Exchange Commission, we are providing access to our proxy materials, including this proxy statement and our annual report for the year ended December 31, 2025, over the Internet. As a result, we are providing to many of our stockholders a Notice of Internet Availability of Proxy Materials instead of a paper copy of our proxy materials. The notice contains instructions on how to access those proxy materials over the Internet, as well as instructions on how to request a paper copy of our proxy materials. All stockholders who are not sent a notice will be sent a paper copy of our proxy materials by mail. This electronic distribution process reduces the environmental impact and lowers the costs of printing and distributing our proxy materials.
Your vote is very important. Please read the Proxy Statement and voting instructions on the enclosed proxy card. Then, whether or not you plan to attend the Annual Meeting virtually, and no matter how many shares you own, please vote by Internet, telephone or by marking, signing, dating and promptly returning the enclosed proxy card in the enclosed envelope, which requires no additional postage if mailed in the United States. Please see “Additional Information – How can I virtually attend the Annual Meeting?” for information on how to obtain directions to be able to attend the meeting and vote virtually.
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| By Order of the Board of Directors,Corey G. PrestidgeExecutive Vice President,General Counsel & SecretaryApril 30, 20266565 Hillcrest AvenueDallas, Texas 75205 | | THE NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIALS OR THIS PROXY STATEMENT AND THE ACCOMPANYING PROXY CARD, AS APPLICABLE, THE NOTICE OF 2026 ANNUAL MEETING OF STOCKHOLDERS AND THE ANNUAL REPORT FOR THE YEAR ENDED DECEMBER 31, 2025 WILL BE PROVIDED TO STOCKHOLDERS OF RECORD ON OR ABOUT MAY 29, 2026. |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.