Winges Martin Bradley 4

What Happened

• Martin Winges, CEO of Hilltop Securities (a Hilltop Holdings unit), had performance- and time-based restricted stock units (RSUs) vest on Feb 8, 2026. The filing shows an award/acquisition of 10,588 shares (grant value listed as $0 for reporting of the award).
• To satisfy tax withholding obligations, the issuer withheld and disposed of two blocks of 4,993 shares each at $39.83 per share (each disposal = $198,871; combined proceeds ≈ $397,742). Net retained shares from the vesting were 602 shares (10,588 vested − 9,986 withheld), worth roughly $23,978 at the $39.83 price.
• These dispositions were tax withholdings related to vesting, not open-market sales. Such withholdings are routine and don’t necessarily signal a change in insider sentiment.

Key Details

• Transaction date: Feb 8, 2026; Form 4 filed Feb 10, 2026 (appears timely).
• Prices and values: withheld/disposed 4,993 shares at $39.83 each (two entries) = $198,871 each; award of 10,588 shares reported at $0 (award reporting convention). Estimated gross value of vested shares ≈ $421,720; net cash withheld ≈ $397,742.
• Shares owned after transaction: not disclosed in the information provided in this summary (check the full Form 4 for holdings column).
• Footnotes in the filing:
  • F1: Withholding of shares to satisfy taxes for performance-based RSUs (awarded Feb 8, 2023).
  • F2: Shares delivered upon vesting of performance-based RSUs (awarded Feb 8, 2023) after performance criteria were met.
  • F3: Withholding of shares to satisfy taxes for time-based RSUs (awarded Feb 8, 2023).

Context

• This was a vesting and tax-withholding event (common “cashless” settlement of RSUs), not an open-market sale by the insider. Tax withholding that results in share disposals is routine and should not be interpreted as a standard sale signal.
• For retail investors, purchases (buys) are often more informative than routine withholding-related disposals; this filing reflects compensation vesting and related tax actions rather than a directional trade.