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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 19)
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HILLTOP HOLDINGS INC. (Name of Issuer) |
Common Stock, par value $0.01 per share (Title of Class of Securities) |
432748101 (CUSIP Number) |
Jennifer Wisinski Haynes and Boone, LLP, 2801 N. Harwood Street, Suite 2300 Dallas, TX, 75201 (214) 651-5000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
07/16/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 432748101 |
| 1 |
Name of reporting person
Gerald J. Ford | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
 (a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF, OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
15,907,069.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
24.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Rows 8, 10 and 11. Includes 98,789 shares of Common Stock that are directly beneficially owned by the Trust. Includes 15,544,674 shares of Common Stock that are directly beneficially owned by Financial LP.
Row 13. Based on 64,155,154 shares of common stock outstanding on April 28, 2025, as disclosed in Hilltop's Definitive Proxy Statement on Schedule 14A filed by Hilltop with the SEC on April 30, 2025.
SCHEDULE 13D
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| CUSIP No. | 432748101 |
| 1 |
Name of reporting person
Diamond A Financial, LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
TEXAS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
15,544,674.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
24.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
Row 13. Based on 64,155,154 shares of common stock outstanding on April 28, 2025, as disclosed in Hilltop's Definitive Proxy Statement on Schedule 14A filed by Hilltop with the SEC on April 30, 2025.
SCHEDULE 13D
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| CUSIP No. | 432748101 |
| 1 |
Name of reporting person
Diamond HTH Stock Company, LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
TEXAS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
15,544,674.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
24.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
Rows 8, 10 and 11. Includes 15,544,674 shares of Common Stock that are directly beneficially owned by Financial LP.
Row 13. Based on 64,155,154 shares of common stock outstanding on April 28, 2025, as disclosed in Hilltop's Definitive Proxy Statement on Schedule 14A filed by Hilltop with the SEC on April 30, 2025.
SCHEDULE 13D
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| CUSIP No. | 432748101 |
| 1 |
Name of reporting person
Diamond HTH Stock Company GP, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
TEXAS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
15,544,674.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
24.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
Rows 8, 10 and 11. Includes 15,544,674 shares of Common Stock that are directly beneficially owned by Financial LP.
Row 13. Based on 64,155,154 shares of common stock outstanding on April 28, 2025, as disclosed in Hilltop's Definitive Proxy Statement on Schedule 14A filed by Hilltop with the SEC on April 30, 2025.
SCHEDULE 13D
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| CUSIP No. | 432748101 |
| 1 |
Name of reporting person
Turtle Creek Revocable Trust | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
TEXAS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
98,789.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
Row 13. Based on 64,155,154 shares of common stock outstanding on April 28, 2025, as disclosed in Hilltop's Definitive Proxy Statement on Schedule 14A filed by Hilltop with the SEC on April 30, 2025.
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, par value $0.01 per share | |
| (b) | Name of Issuer:
HILLTOP HOLDINGS INC. | |
| (c) | Address of Issuer's Principal Executive Offices:
6565 HILLCREST AVE., DALLAS,
TEXAS
, 75205. | |
Item 1 Comment:
This Amendment No. 19 to Schedule 13D (this "Amendment") relates to shares of common stock, par value $0.01 per share ("Common Stock"), of Hilltop Holdings Inc., a Maryland corporation ("Hilltop"). This Amendment amends the Schedule 13D, as previously amended, filed with the Securities and Exchange Commission ("SEC") by Gerald J. Ford, a United States citizen, Diamond A Financial, LP, a Texas limited partnership, Diamond HTH Stock Company, LP, a Texas limited partnership, Diamond HTH Stock Company GP, LLC, a Texas limited liability company, and Turtle Creek Revocable Trust by furnishing the information set forth below. Except as otherwise specified in this Amendment, all previous Items are unchanged. Capitalized terms used herein which are not defined herein have the meanings given to them in the Schedule 13D, as previously amended, filed with the SEC. | ||
| Item 4. | Purpose of Transaction | |
Item 4 is hereby amended and supplemented as follows:
The information set forth in Item 6 of this Amendment is incorporated by reference into this Item 4.
On July 17, 2025, the Reporting Persons delivered proxies for the upcoming annual meeting (the "Annual Meeting") of Hilltop shareholders, currently scheduled for July 24, 2025, to vote approximately 15,632,396 shares of Common Stock held by them as follows: (i) "withhold" with respect to all nominees for director recommended by the Board up for election at the Annual Meeting; (ii) "against" the non-binding advisory vote to approve executive compensation; and (iii) "abstain" from the ratification of the appointment of Hilltop's independent registered public accounting firm for 2025.
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| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Item 6 is hereby amended and supplemented as follows:
As previously reported in Amendment No. 17 to Schedule 13D filed with the SEC on July 8, 2025, certain of Mr. Ford's children (the "First Family") filed a lawsuit in the First Division of the Business Court of Texas (the "Business Court") against the Reporting Persons (the "Litigation"). In connection with the Litigation, on July 16, 2025, the Reporting Persons and the First Family entered into a Rule 11 Agreement, pending the First Family's forthcoming Application for a Temporary Injunction to prevent any sale of shares of Common Stock beneficially owned by the Reporting Persons. Pursuant to the Rule 11 Agreement, the Reporting Persons agreed, among other things, not to (i) solicit any inquiries or proposals with the objective of consummating a Transaction (as defined in the Rule 11 Agreement) involving Financial LP (including, but not limited to, shares of Common Stock held by Financial LP); (ii) participate in discussions or negotiations with any third party with the objective of consummating a Transaction involving Financial LP (including, but not limited to, shares of Common Stock held by Financial LP); or (iii) provide any confidential information to any third party relating to Financial LP or Hilltop in connection with a Transaction; in each case effective July 16, 2025 and terminating on the fifth business day after the Business Court holds a hearing on the Application for Temporary Injunction. Pursuant to the Rule 11 Agreement, the First Family agreed to file its Application for Temporary Injunction on or before August 1, 2025. The Rule 11 Agreement was filed with the Business Court on July 16, 2025.
The foregoing description of the Rule 11 Agreement does not purport to be complete and is qualified in its entirety by the full text of the Rule 11 Agreement, which is attached hereto as Exhibit 99.B.
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| Item 7. | Material to be Filed as Exhibits. | |
Item 7 is hereby amended and supplemented as follows:
The following exhibits are filed to the Schedule 13D:
Exhibit
Number Description of Exhibit
99.A Joint Filing Agreement (incorporated herein by reference to Exhibit 99.A to the Schedule 13D filed on October 6, 2017, by the Reporting Persons with the SEC (File No. 005-79781)).
99.B Rule 11 Agreement, dated July 16, 2025. | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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