希尔托普控股 2024年度报告

☒ANNUAL REPORT PURSUANT TO SECTION13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended:December 31, 2024☐TRANSITION REPORT PURSUANT TO SECTION13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934 Hilltop Holdings Inc.(Exact name of registrant as specified in its charter) Securities registered pursuant to Section12(b)of the Act: Securities registered pursuant to Section12(g)of the Act:None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule405 of the Securities Act. þYes☐No Indicate by check mark if the registrant is not required to file reports pursuant to Section13 or Section15(d)of the Act.☐YesþNo Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d)of the Securities Exchange Act of1934 during the preceding 12months (or for such shorter period that the registrant was required to file such reports), and (2)has been subject tosuch filing requirements for the past 90days.þYes☐No Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant toRule405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was requiredto submit such files).þYes☐No Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting companyor an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerginggrowth company” in Rule12b-2 of the Exchange Act. If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying withany new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of itsinternal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accountingfirm that prepared or issued its audit report.þ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant includedin the filing reflect the correction of an error to previously issued financial statements.þ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensationreceived by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).þ Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Act). ☐YesþNo Aggregate market value of the voting and non-voting common equity held by non-affiliates, computed by reference to the price at which thecommon stock was last sold on the New York Stock Exchange on June28, 2024, was approximately $1.45billion. For the purposes of thiscomputation, all officers, directors and 10% stockholders are considered affiliates. The number of shares of the registrant’s common stockoutstanding at February 12, 2025 was64,864,275. DOCUMENTS INCORPORATED BY REFERENCE The Registrant’s definitive Proxy Statement pertaining to the 2025 Annual Meeting of Stockholders, filed or to be filed not later than 120 daysafter the end of the fiscal year pursuant to Regulation 14A, is incorporated herein by reference into PartIII. TABLE OF CONTENTS MARKET AND INDUSTRY DATA AND FORECASTSFORWARD-LOOKING STATEMENTSPARTIItem 1.Business5Item1A.Risk Factors28Item1B.Unresolved Staff Comments51Item1C.Cybersecurity52Item 2.Properties54Item 3.Legal Proceedings55Item 4.Mine Safety Disclosures55PARTIIItem 5.Market for Registrant’s Common Equity, Related Stockholder Matters andIssuer Purchases of Equity Securities56Item 6.[Reserved]57Item 7.Management’s Discussion and Analysis of Financial Condition and Results ofOperations57Item7A.Quantitative and Qualitative Disclosures About Market Risk109Item 8.Financial Statements and Supplementary Data113Item 9.Changes in and Disagreements With Accountants on Accounting andFinancial Disclosure113Item9A.Controls and Procedures113Item9B.Other Information114Item9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections114PARTIIIItem 10.Directors, Executive Officers and Corporate Governance115Item 11.Executive Compensation115Item 12.Security Ownership of Certain Beneficial Owners and Management andRelated Stockholder Matters115Item 13.Certain Relationships and Related Transactions, and Director Independence115Item 14.Principal Accounting Fees and Services115PARTIVItem 15.Exhibits, Financial Statement Schedules116Item 16.Form 10-K Summary116MARKET AND INDUSTRY DATA AND FORECASTS Market and industry data and other statistical information