Thompson Steve B 4

What Happened

• Steve B. Thompson, President and CEO of PrimeLending (a Hilltop Holdings subsidiary), had performance-based restricted stock units vest on Feb 8, 2026. The filing shows an acquisition (award) of 8,471 shares (code A) and tax-withholding disposals (code F) of 2,444 shares reported at $39.83 each (value $97,345). The filing lists the 2,444-share withholding twice.
• These entries represent RSU vesting and shares withheld to satisfy tax obligations — not an open-market sale.

Key Details

• Transaction date: 2026-02-08; filing date: 2026-02-10 (appears timely).
• Award/acquisition: 8,471 shares (code A) reported with $0 acquisition price (compensation award).
• Withholding/disposals: two identical entries of 2,444 shares withheld (code F) at $39.83 per share = $97,345 each (reported twice in the filing).
• Footnotes: confirm these were performance-based RSUs awarded on Feb 8, 2023, that vested on achievement of performance criteria; withholding entries were to cover tax liabilities. Another footnote references withholding related to 10,523 RSUs awarded Feb 8, 2023.
• Shares owned after the transaction: not stated in the provided excerpt.

Context

• This was a vesting of performance RSUs with issuer withholding to cover taxes (a common, non-market-sale action). The award line is reported as $0 because it reflects the grant/vesting; using the reported price ($39.83) the vested shares would imply a market value of roughly $337K (8,471 × $39.83), but the filing records the grant as compensation rather than a cash purchase.
• Because withholding was used to satisfy tax obligations (code F), these entries should not be read as a discretionary sale signal about insider sentiment.