PARMENTER DARREN E 4

What Happened

• Darren E. Parmenter, Chief Administrative Officer of Hilltop Holdings (HTH), had performance- and time-based restricted stock units (RSUs) vest on Feb 8, 2026. He was issued 2,753 shares (awarded/vested) and the issuer withheld 769 and 916 shares to satisfy tax withholding, disposed at $39.83 per share (total withholding value ~$67,113).

Key Details

• Transaction date: 2026-02-08.
• Award/acquisition: 2,753 shares issued on vesting (reported as A; acquisition value $0 in filing).
• Withholding/dispositions: 769 shares withheld for taxes (reported as F) at $39.83 = $30,629; 916 shares withheld for taxes (reported as F) at $39.83 = $36,484. Combined withholding value ≈ $67,113.
• Net shares delivered to insider: 2,753 − 1,685 = 1,068 shares.
• Footnotes: F2 = shares delivered upon vesting of performance-based RSUs awarded Feb 8, 2023; F1 and F3 = shares withheld to satisfy tax withholding for performance- and time-based RSUs awarded Feb 8, 2023.
• Shares owned after transaction: not specified in the filing.
• Filing timeliness: filing submitted Feb 10, 2026 for transactions on Feb 8, 2026 (appears timely).

Context

• These transactions reflect RSU vesting and tax-withholding (coded F on Form 4). Withholdings are routine corporate tax-satisfaction actions and are reported as dispositions on Form 4, not open-market sales. This is not an independent purchase or sale signal about insider sentiment.