Hilltop Holdings Inc. 10-Q

Item 1. Financial Statements. HILLTOP HOLDINGS INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (in thousands, except share and per share data) (Unaudited) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, ​ December 31, ​ 2024 2023 Assets ​ ​ ​ ​ ​ ​ Cash and due from banks $ 1,710,066 ​ $ 1,858,700 ​ Federal funds sold 650 ​ 650 ​ Assets segregated for regulatory purposes ​ 70,717 ​ ​ 57,395 ​ Securities purchased under agreements to resell ​ 91,608 ​ ​ 80,011 ​ Securities: ​ ​ ​ ​ ​ ​ Trading, at fair value 657,700 ​ 515,991 ​ Available for sale, at fair value, net (amortized cost of $ 1,594,167 and $ 1,621,747 , respectively) 1,480,555 ​ 1,507,595 ​ Held to maturity, at amortized cost, net (fair value of $ 702,843 and $ 731,858 , respectively) ​ 790,550 ​ ​ 812,677 ​ Equity, at fair value ​ 315 ​ ​ 321 ​ ​ 2,929,120 ​ 2,836,584 ​ ​ ​ ​ ​ ​ ​ ​ Loans held for sale 842,324 ​ 943,846 ​ Loans held for investment, net of unearned income 8,062,693 ​ 8,079,745 ​ Allowance for credit losses ( 104,231 ) ​ ( 111,413 ) ​ Loans held for investment, net 7,958,462 ​ 7,968,332 ​ ​ ​ ​ ​ ​ ​ ​ Broker-dealer and clearing organization receivables 1,473,561 ​ 1,573,931 ​ Premises and equipment, net 165,557 ​ 168,856 ​ Operating lease right-of-use assets ​ 95,343 ​ ​ 88,580 ​ Mortgage servicing rights ​ 95,591 ​ ​ 96,662 ​ Other assets 501,244 ​ 517,545 ​ Goodwill 267,447 ​ 267,447 ​ Other intangible assets, net 7,943 ​ 8,457 ​ Total assets $ 16,209,633 ​ $ 16,466,996 ​ ​ ​ ​ ​ ​ ​ ​ Liabilities and Stockholders' Equity ​ ​ ​ ​ ​ ​ Deposits: ​ ​ ​ ​ ​ ​ Noninterest-bearing $ 3,028,543 ​ $ 3,007,101 ​ Interest-bearing 7,855,553 ​ 8,056,091 ​ Total deposits 10,884,096 ​ 11,063,192 ​ ​ ​ ​ ​ ​ ​ ​ Broker-dealer and clearing organization payables 1,436,462 ​ 1,430,734 ​ Short-term borrowings 892,574 ​ 900,038 ​ Securities sold, not yet purchased, at fair value ​ 60,562 ​ ​ 34,872 ​ Notes payable 347,273 ​ 347,145 ​ Operating lease liabilities ​ 114,518 ​ ​ 109,002 ​ Other liabilities 314,718 ​ 431,684 ​ Total liabilities 14,050,203 ​ 14,316,667 ​ Commitments and contingencies (see Notes 13 and 14) ​ ​ ​ ​ ​ ​ Stockholders' equity: ​ ​ ​ ​ ​ ​ Hilltop stockholders' equity: ​ ​ ​ ​ ​ ​ Common stock, $ 0.01 par value, 125,000,000 shares authorized; 65,266,915 and 65,153,092 shares issued and outstanding at March 31, 2024 and December 31, 2023, respectively 653 ​ 652 ​ Additional paid-in capital 1,049,831 ​ 1,054,662 ​ Accumulated other comprehensive loss ( 119,606 ) ​ ( 121,505 ) ​ Retained earnings ​ 1,201,013 ​ ​ 1,189,222 ​ Deferred compensation employee stock trust, net ​ 115 ​ ​ 228 ​ Employee stock trust ( 5,018 and 10,290 shares, at cost, at March 31, 2024 and December 31, 2023, respectively) ​ ( 142 ) ​ ​ ( 292 ) ​ Total Hilltop stockholders' equity 2,131,864 ​ 2,122,967 ​ Noncontrolling interests 27,566 ​ 27,362 ​ Total stockholders' equity 2,159,430 ​ 2,150,329 ​ Total liabilities and stockholders' equity $ 16,209,633 ​ $ 16,466,996 ​ ​ See accompanying notes . ​ 3 Table of Contents HILLTOP HOLDINGS INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except per share data) (Unaudited) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended March 31, ​ ​ 2024 2023 Interest income: ​ ​ ​ ​ ​ ​ ​ Loans, including fees ​ $ 134,331 ​ $ 123,379 ​ Securities borrowed ​ ​ 20,561 ​ ​ 17,068 ​ Securities: ​ ​ ​ ​ ​ ​ ​ Taxable ​ 26,241 ​ 25,602 ​ Tax-exempt ​ 2,415 ​ 3,188 ​ Other ​ 26,066 ​ 22,190 ​ Total interest income ​ 209,614 ​ 191,427 ​ ​ ​ ​ ​ ​ ​ ​ ​ Interest expense: ​ ​ ​ ​ ​ ​ ​ Deposits ​ 69,144 ​ 35,824 ​ Securities loaned ​ ​ 19,039 ​ ​ 15,346 ​ Short-term borrowings ​ 11,588 ​ 12,444 ​ Notes payable ​ 3,590 ​ 3,853 ​ Other ​ 2,632 ​ 2,255 ​ Total interest expense ​ 105,993 ​ 69,722 ​ ​ ​ ​ ​ ​ ​ ​ ​ Net interest income ​ 103,621 ​ 121,705 ​ Provision for (reversal of) credit losses ​ ( 2,871 ) ​ 2,331 ​ Net interest income after provision for (reversal of) credit losses ​ 106,492 ​ 119,374 ​ ​ ​ ​ ​ ​ ​ ​ ​ Noninterest income: ​ ​ ​ ​ ​ ​ ​ Net gains from sale of loans and other mortgage production income ​ 40,197 ​ 39,966 ​ Mortgage loan origination fees ​ 26,438 ​ 28,777 ​ Securities commissions and fees ​ 35,557 ​ 31,223 ​ Investment and securities advisory fees and commissions ​ ​ 30,226 ​ 26,848 ​ Other ​ 49,200 ​ 35,680 ​ Total noninterest income ​ 181,618 ​ 162,494 ​ ​ ​ ​ ​ ​ ​ ​ ​ Noninterest expense: ​ ​ ​ ​ ​ ​ ​ Employees' compensation and benefits ​ 165,830 ​ 167,817 ​ Occupancy and equipment, net ​ 21,912 ​ 22,865 ​ Professional services ​ 9,731 ​ 10,697 ​ Other ​ 52,550 ​ 49,091 ​ Total noninterest expense ​ 250,023 ​ 250,470 ​ ​ ​ ​ ​ ​ ​ ​ ​ Income before income taxes ​ 38,087 ​ 31,398 ​ Income tax expense ​ 8,565 ​ 3,630 ​ Net income ​ 29,522 ​ 27,768 ​ Less: Net income attributable to noncontrolling interest ​ 1,854 ​ 1,968 ​ Income attributable to Hilltop ​ $ 27,668 ​ $ 25,800 ​ ​ ​ ​ ​ ​ ​ ​ ​ Earnings per common share: ​ ​ ​ ​ ​ ​ ​ Basic ​ $ 0.42 ​ $ 0.40 ​ Diluted ​ $ 0.42 ​ $ 0.40 ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted average share information: ​ ​ ​ ​ ​ ​ ​ Basic ​ 65,200 ​ 64,901 ​ Diluted ​ 65,214 ​ 64,954 ​ ​ See accompanying notes . ​ ​ 4 Table of Contents HILLTOP HOLDINGS INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (in thousands) (Unaudited) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended March 31, ​ ​ 2024 2023 Net income ​ $ 29,522 ​ $ 27,768 ​ Other comprehensive income (loss): ​ ​ ​ ​ ​ ​ ​ Change in fair value of cash flow hedges, net taxes of $ 94 and $( 1,006 ), respectively ​ ​ 541 ​ ​ ( 3,249 ) ​ Net unrealized gains on securities available-for-sale, net taxes of $ 477 and $ 3,160 , respectively ​ ( 86 ) ​ 9,863 ​ Reclassification adjustment for gains (losses) included in net income, net taxes of $34 and $0, respectively ​ 114 ​ — ​ Amortization of unrealized losses on securities transferred from available-for-sale to held-to-maturity, net taxes of $ 400 and $ 438 , respectively ​ ​ 1,330 ​ ​ 1,457 ​ Comprehensive income ​ 31,421 ​ 35,839 ​ Less: comprehensive income attributable to noncontrolling interest ​ 1,854 ​ 1,968 ​ ​ ​ ​ ​ ​ ​ ​ ​ Comprehensive income applicable to Hilltop ​ $ 29,567 ​ $ 33,871 ​ ​ See accompanying notes. ​ ​ 5 Table of Contents ​ HILLTOP HOLDINGS INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (in thousands) (Unaudited) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Accumulated ​ Deferred ​ ​ Total ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Additional ​ Other ​ ​ ​ Compensation ​ Employee ​ Hilltop ​ ​ ​ ​ Total ​ Common Stock ​ Paid-in ​ Comprehensive ​ Retained ​ Employee Stock ​ Stock Trust ​ Stockholders’ ​ Noncontrolling ​ Stockholders’ ​ Shares ​ Amount ​ Capital ​ Loss ​ Earnings ​ Trust, Net ​ Shares ​ Amount ​ Equity ​ Interest ​ Equity Balance, December 31, 2022 64,685 ​ $ 647 ​ $ 1,046,331 ​ $ ( 133,531 ) ​ $ 1,123,636 ​ $ 481 ​ 23 ​ $ ( 640 ) ​ $ 2,036,924 ​ $ 26,605 ​ $ 2,063,529 Net income — ​ ​ — ​ ​ — ​ ​ — ​ ​ 25,800 ​ ​ — ​ — ​ ​ — ​ ​ 25,800 ​ ​ 1,968 ​ ​ 27,768 Other comprehensive income — ​ ​ — ​ ​ — ​ ​ 8,070 ​ ​ — ​ ​ — ​ — ​ ​ — ​ ​ 8,070 ​ ​ — ​ ​ 8,070 Stock-based compensation expense — ​ ​ — ​ ​ 4,047 ​ ​ — ​ ​ — ​ ​ — ​ — ​ ​ — ​ ​ 4,047 ​ ​ — ​ ​ 4,047 Common stock issued to board members 5 ​ ​ — ​ ​ 150 ​ ​ — ​ ​ — ​ ​ — ​ — ​ ​ — ​ ​ 150 ​ ​ — ​ ​ 150 Issuance of common stock related to share-based awards, net 478 ​ ​ 5 ​ ​ ( 3,437 ) ​ ​ — ​ ​ — ​ ​ — ​ — ​ ​ — ​ ​ ( 3,432 ) ​ ​ — ​ ​ ( 3,432 ) Repurchases of common stock ( 145 ) ​ ​ ( 2 ) ​ ​ ( 2,317 ) ​ ​ — ​ ​ ( 2,184 ) ​ ​ — ​ — ​ ​ — ​ ​ ( 4,503 ) ​ ​ — ​ ​ ( 4,503 ) Dividends on common stock ($ 0.16 per share) — ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 10,351 ) ​ ​ — ​ — ​ ​ — ​ ​ ( 10,351 ) ​ ​ — ​ ​ ( 10,351 ) Deferred compensation plan — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 35 ) ​ ( 2 ) ​ ​ 41 ​ ​ 6 ​ ​ — ​ ​ 6 Net cash distributed to noncontrolling interest — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ — ​ ​ — ​ ​ — ​ ​ ( 1,486 ) ​ ​ ( 1,486 ) Balance, March 31, 2023 65,023 ​ $ 650 ​ $ 1,044,774 ​ $ ( 125,461 ) ​ $ 1,136,901 ​ $ 446 ​ 21 ​ $ ( 599 ) ​ $ 2,056,711 ​ $ 27,087 ​ $ 2,083,798 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance, December 31, 2023 65,153 ​ $ 652 ​ $ 1,054,662 ​ $ ( 121,505 ) ​ $ 1,189,222 ​ $ 228 ​ 10 ​ $ ( 292 ) ​ $ 2,122,967 ​ $ 27,362 ​ $ 2,150,329 Net income — ​ ​ — ​ ​ — ​ ​ — ​ ​ 27,668 ​ ​ — ​ — ​ ​ — ​ ​ 27,668 ​ ​ 1,854 ​ ​ 29,522 Other comprehensive income — ​ ​ — ​ ​ — ​ ​ 1,899 ​ ​ — ​ ​ — ​ — ​ ​ — ​ ​ 1,899 ​ ​ — ​ ​ 1,899 Stock-based compensation expense — ​ ​ — ​ ​ 2,940 ​ ​ — ​ ​ — ​ ​ — ​ — ​ ​ — ​ ​ 2,940 ​ ​ — ​ ​ 2,940 Common stock issued to board members 4 ​ ​ — ​ ​ 121 ​ ​ — ​ ​ — ​ ​ — ​ — ​ ​ — ​ ​ 121 ​ ​ — ​ ​ 121 Issuance of common stock related to share-based awards, net 430 ​ ​ 4 ​ ​ ( 2,755 ) ​ ​ — ​ ​ — ​ ​ — ​ — ​ ​ — ​ ​ ( 2,751 ) ​ ​ — ​ ​ ( 2,751 ) Repurchases of common stock ( 320 ) ​ ​ ( 3 ) ​ ​ ( 5,137 ) ​ ​ — ​ ​ ( 4,801 ) ​ ​ — ​ — ​ ​ — ​ ​ ( 9,941 ) ​ ​ — ​ ​ ( 9,941 ) Dividends on common stock ($ 0.17 per share) — ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 11,076 ) ​ ​ — ​ — ​ ​ — ​ ​ ( 11,076 ) ​ ​ — ​ ​ ( 11,076 ) Deferred compensation plan — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 113 ) ​ ( 5 ) ​ ​ 150 ​ ​ 37 ​ ​ — ​ ​ 37 Net cash distributed to noncontrolling interest — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ — ​ ​ — ​ ​ — ​ ​ ( 1,650 ) ​ ​ ( 1,650 ) Balance, March 31, 2024 65,267 ​ $ 653 ​ $ 1,049,831 ​ $ ( 119,606 ) ​ $ 1,201,013 ​ $ 115 ​ 5 ​ $ ( 142 ) ​ $ 2,131,864 ​ $ 27,566 ​ $ 2,159,430 ​ See accompanying notes. ​ 6 Table of Contents HILLTOP HOLDINGS INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) (Unaudited) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended March 31, ​ ​ 2024 2023 Operating Activities ​ ​ ​ ​ ​ ​ ​ Net income ​ $ 29,522 ​ $ 27,768 ​ Adjustments to reconcile net income to net cash provided by (used in) operating activities: ​ ​ ​ ​ ​ ​ ​ Provision for (reversal of) credit losses ​ ( 2,871 ) ​ 2,331 ​ Depreciation, amortization and accretion, net ​ 5,026 ​ 5,843 ​ Equity in undistributed earnings of merchant banking subsidiaries ​ ​ ( 2,125 ) ​ ​ 1,792 ​ Deferred income taxes ​ 1,871 ​ 2,923 ​ Other, net ​ 145 ​ 4,150 ​ Net change in securities purchased under agreements to resell ​ ( 11,597 ) ​ ( 26,131 ) ​ Net change in trading securities ​ ( 141,709 ) ​ 62,124 ​ Net change in broker-dealer and clearing organization receivables ​ 111,867 ​ ( 452,555 ) ​ Net change in other assets ​ 5,401 ​ 28,858 ​ Net change in broker-dealer and clearing organization payables ​ 15,861 ​ 406,392 ​ Net change in other liabilities ​ ( 97,251 ) ​ ( 98,945 ) ​ Net change in securities sold, not yet purchased ​ ​ 25,690 ​ ( 1,526 ) ​ Change in valuation of mortgage servicing rights asset ​ ​ 4,383 ​ ​ 10,721 ​ Net gains from sales of loans ​ ​ ( 40,197 ) ​ ( 39,966 ) ​ Loans originated for sale ​ ( 1,951,478 ) ​ ( 2,051,075 ) ​ Proceeds from loans sold ​ ​ 2,118,309 ​ 2,008,839 ​ Net cash provided by (used in) operating activities ​ ​ 70,847 ​ ​ ( 108,457 ) ​ Investing Activities ​ ​ ​ ​ ​ ​ ​ Proceeds from maturities and principal reductions of securities held to maturity ​ 23,513 ​ ​ 14,729 ​ Proceeds from sales, maturities and principal reductions of securities available for sale ​ 46,538 ​ ​ 56,549 ​ Proceeds from sales, maturities and principal reductions of equity securities ​ ​ 1,333 ​ ​ — ​ Purchases of securities available for sale ​ ( 24,039 ) ​ ​ ( 19,997 ) ​ Net change in loans held for investment ​ ( 31,472 ) ​ ​ ( 170,546 ) ​ Purchases of premises and equipment and other assets ​ ( 2,443 ) ​ ​ ( 1,139 ) ​ Proceeds from sales of premises and equipment and other real estate owned ​ ​ 2,121 ​ ​ 1,450 ​ Net cash paid to Federal Home Loan Bank and Federal Reserve Bank stock ​ ( 22 ) ​ ​ ( 23,310 ) ​ Net cash provided by (used in) investing activities ​ 15,529 ​ ( 142,264 ) ​ Financing Activities ​ ​ ​ ​ ​ ​ ​ Net change in deposits ​ ( 189,229 ) ​ ( 208,147 ) ​ Net change in short-term borrowings ​ ( 6,811 ) ​ 602,328 ​ Proceeds from notes payable ​ — ​ 146,110 ​ Payments on notes payable ​ — ​ ( 116,474 ) ​ Payments to repurchase common stock ​ ( 9,941 ) ​ ( 4,503 ) ​ Dividends paid on common stock ​ ( 11,076 ) ​ ( 10,351 ) ​ Net cash distributed to noncontrolling interest ​ ​ ( 1,650 ) ​ ( 1,486 ) ​ Other, net ​ ​ ( 2,981 ) ​ ( 3,632 ) ​ Net cash provided by (used in) financing activities ​ ( 221,688 ) ​ ​ 403,845 ​ ​ ​ ​ ​ ​ ​ ​ ​ Net change in cash, cash equivalents and restricted cash ​ ( 135,312 ) ​ 153,124 ​ Cash, cash equivalents and restricted cash, beginning of period ​ 1,916,745 ​ 1,647,899 ​ Cash, cash equivalents and restricted cash, end of period ​ $ 1,781,433 ​ $ 1,801,023 ​ ​ ​ ​ ​ ​ ​ ​ ​ Reconciliation of Cash, Cash Equivalents and Restricted Cash to Consolidated Balance Sheets ​ ​ ​ ​ ​ ​ ​ Cash and due from banks ​ $ 1,710,066 ​ $ 1,764,081 ​ Federal funds sold ​ ​ 650 ​ ​ 743 ​ Assets segregated for regulatory purposes ​ ​ 70,717 ​ ​ 36,199 ​ Total cash, cash equivalents and restricted cash ​ $ 1,781,433 ​ $ 1,801,023 ​ Supplemental Disclosures of Cash Flow Information ​ ​ ​ ​ ​ ​ ​ Cash paid for interest ​ $ 109,119 ​ $ 63,682 ​ Cash paid for income taxes, net of refunds ​ $ 369 ​ $ ( 49 ) ​ Supplemental Schedule of Non-Cash Activities ​ ​ ​ ​ ​ ​ ​ Conversion of loans to other real estate owned ​ $ 2,766 ​ $ 2,391 ​ Transfer of loans held for investment to loans held for sale ​ $ 31,551 ​ $ — ​ Additions to mortgage servicing rights ​ $ 3,312 ​ $ 13,210 ​ ​ See accompanying notes. ​ 7 Table of Contents Hilltop Holdings Inc. and Subsidiaries Notes to Consolidated Financial Statements (Unaudited) ​ 1. Summary of Significant Accounting and Reporting Policies ​ Nature of Operations ​ Hilltop Holdings Inc. (“Hilltop” and, collectively with its subsidiaries, the “Company”) is a financial holding company registered under the Bank Holding Company Act of 1956. The Company’s primary line of business is to provide business and consumer banking services from offices located throughout Texas through PlainsCapital Bank (the “Bank”). In addition, the Company provides an array of financial products and services through its broker-dealer and mortgage origination subsidiaries. ​ The Company, headquartered in Dallas, Texas, provides its products and services through two primary business units, PlainsCapital Corporation (“PCC”) and Hilltop Securities Holdings LLC (“Securities Holdings”). PCC is a financial holding company that provides, through its subsidiaries, traditional banking, wealth and investment management and treasury management services primarily in Texas and residential mortgage lending throughout the United States. Securities Holdings is a holding company that provides, through its subsidiaries, investment banking and other related financial services, including municipal advisory, sales, trading and underwriting of taxable and tax-exempt fixed income securities, clearing, securities lending, structured finance and retail brokerage services throughout the United States. ​ Basis of Presentation ​ The accompanying unaudited consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States (“GAAP”), and in conformity with the rules and regulations of the Securities and Exchange Commission (“SEC”). In the opinion of management, these financial statements contain all adjustments necessary for a fair statement of the results of the interim periods presented. Accordingly, the financial statements do not include all of the information and footnotes required by GAAP for complete financial statements and should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 (“2023 Form 10-K”). Results for interim periods are not necessarily indicative of results to be expected for a full year or any future period. ​ The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Estimates regarding the allowance for credit losses, the fair values of financial instruments, the mortgage loan indemnification liability, and the potential impairment of goodwill and identifiable intangible assets are particularly subject to change. The Company has applied its critical accounting policies and estimation methods consistently in all periods presented in these consolidated financial statements. Actual amounts and values as of the balance sheet dates may be materially different than the amounts and values reported due to the inherent uncertainty in the estimation process. Also, future amounts and values could differ materially from those estimates due to changes in values and circumstances after the balance sheet date. ​ Hilltop owns 100 % of the outstanding stock of PCC. PCC owns 100 % of the outstanding stock of the Bank and 100 % of the membership interest in Hilltop Opportunity Partners LLC, a merchant bank utilized to facilitate investments in companies engaged in non-financial activities. The Bank owns 100 % of the outstanding stock of PrimeLending, a PlainsCapital Company (“PrimeLending”). ​ PrimeLending owns a 100 % membership interest in PrimeLending Ventures Management, LLC (“Ventures Management”), which holds a controlling ownership interest in and is the managing member of certain affiliated business arrangements (“ABAs”). ​ Hilltop has a 100 % membership interest in Securities Holdings, which operates through its wholly-owned subsidiaries, Hilltop Securities Inc. (“Hilltop Securities”), Momentum Independent Network Inc. (“Momentum Independent Network” and collectively with Hilltop Securities, the “Hilltop Broker-Dealers”) and Hilltop Securities Asset Management, LLC. Hilltop Securities is a broker-dealer registered with the SEC and Financial Industry Regulatory Authority (“FINRA”) and a member of the New York Stock Exchange (“NYSE”). Momentum Independent Network is an introducing broker-dealer 8 Table of Contents Hilltop Holdings Inc. and Subsidiaries Notes to Consolidated Financial Statements (continued) (Unaudited) that is also registered with the SEC and FINRA. Hilltop Securities, Momentum Independent Network and Hilltop Securities Asset Management, LLC are registered investment advisers under the Investment Advisers Act of 1940. ​ In addition, Hilltop owns 100 % of the membership interest in each of HTH Hillcrest Project LLC (“HTH Project LLC”) and Hilltop Investments I, LLC. Hilltop Investments I, LLC owns 50 % of the membership interest in HTH Diamond Hillcrest Land LLC (“Hillcrest Land LLC”) which is consolidated under the aforementioned VIE Subsections of the ASC. These entities are related to the Hilltop Plaza investment discussed in detail in Note 17 to the consolidated financial statements included in the Company’s 2023 Form 10-K and are collectively referred to as the “Hilltop Plaza Entities.” ​ The consolidated financial statements include the accounts of the above-named entities. Intercompany transactions and balances have been eliminated. Noncontrolling interests have been recorded for minority ownership in entities that are not wholly owned and are presented in compliance with the provisions of Noncontrolling Interest in Subsidiary Subsections of the ASC. ​ In preparing these consolidated financial statements, subsequent events were evaluated through the time the financial statements were issued. Financial statements are considered issued when they are widely distributed to all stockholders and other financial statement users, or filed with the SEC. ​ Significant accounting policies are detailed in Note 1 to the consolidated financial statements included in the Company’s 2023 Form 10-K. ​ ​ 2. Recently Issued Accounting Standards ​ Accounting Standards Issued But Not Yet Adopted ​ In August 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-05 to require joint ventures to initially measure all contributions received and liabilities assumed upon its formation at fair value. The guidance is applicable to joint venture entities with a formation date on or after January 1, 2025, with early adoption permitted. The Company does not expect the future adoption of this amendment to have a material impact on its future consolidated statements. ​ In October 2023, the FASB issued ASU 2023-06 to clarify or improve disclosure and presentation requirements of a variety of topics, which will allow users to more easily compare entities subject to the SEC's existing disclosures with those entities that were not previously subject to the requirements, and align the requirements in the FASB accounting standard codification with the SEC's regulations. The amendments will be effective on the date the SEC removes related disclosure requirements from Regulation S-X or Regulation S-K. If by June 30, 2027, the SEC has not removed the applicable disclosure requirements, the pending amendments will not become effective. Early adoption is prohibited. The Company does not expect the future adoption of this amendment to have a material impact on its consolidated financial statements since the Company is currently subject to the SEC’s disclosure and presentation requirements under Regulation S-X and Regulation S-K. ​ In November 2023, the FASB issued ASU 2023-07 to enhance disclosures of significant expense and segment profitability categories and amounts for each of the Company’s reportable business segments. The amendments are effective in annual periods beginning after December 15, 2023 and subsequent interim periods, with early adoption permitted. The Company is currently evaluating the provisions of the amendments and the impact on its future consolidated statements. ​ In December 2023, the FASB issued ASU 2023-09 to improve disclosures and presentation requirements to the transparency of the income tax disclosures by requiring consistent categories and greater disaggregation of information in the rate reconciliation and income taxes paid disaggregated by jurisdiction. The amendments are effective in annual periods beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the provisions of the amendments and the impact on its future consolidated statements. ​ 9 Table of Contents Hilltop Holdings Inc. and Subsidiaries Notes to Consolidated Financial Statements (continued) (Unaudited) In March 2024, the FASB issued ASU 2024-01 to clarify how an entity should determine whether a profits interest or similar award should be accounted for as a share-based payment arrangement or similar to a cash bonus or profit-sharing arrangement. The amendments are effective in annual periods beginning after December 15, 2024, and interim periods within those annual periods, with early adoption permitted. The Company is currently evaluating the new guidance and the impact on its future consolidated statements. ​ ​ 3. Fair Value Measurements ​ Fair Value Measurements and Disclosures ​ The Company determines fair values in compliance with The Fair Value Measurements and Disclosures Topic of the ASC (the “Fair Value Topic”). The Fair Value Topic defines fair value, establishes a framework for measuring fair value in GAAP and expands disclosures about fair value measurements. The Fair Value Topic defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. The Fair Value Topic assumes that transactions upon which fair value measurements are based occur in the principal market for the asset or liability being measured. Further, fair value measurements made under the Fair Value Topic exclude transaction costs and are not the result of forced transactions. ​ The Fair Value Topic includes a fair value hierarchy that classifies fair value measurements based upon the inputs used in valuing the assets or liabilities that are the subject of fair value measurements. The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs, as indicated below. ​ ● Level 1 Inputs : Unadjusted quoted prices in active markets for identical assets or liabilities that the Company can access at the measurement date. ​ ● Level 2 Inputs : Observable inputs other than Level 1 prices. Level 2 inputs include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (such as interest rates, yield curves, prepayment speeds, default rates, credit risks and loss severities), and inputs that are derived from or corroborated by market data, among others. ​ ● Level 3 Inputs : Unobservable inputs that reflect an entity’s own estimates about the assumptions that market participants would use in pricing the assets or liabilities. Level 3 inputs include pricing models and discounted cash flow techniques, among others . ​ Fair Value Option ​ The Company has elected to measure substantially all of PrimeLending’s mortgage loans held for sale and the retained mortgage servicing rights (“MSR”) asset at fair value, under the provisions of the Fair Value Option. The Company elected to apply the provisions of the Fair Value Option to these items so that it would have the opportunity to mitigate volatility in reported earnings caused by measuring related assets and liabilities differently without having to apply complex hedge accounting provisions. At March 31, 2024 and December 31, 2023, the aggregate fair value of PrimeLending’s mortgage loans held for sale accounted for under the Fair Value Option was $ 684.1 million and $ 822.2 million, respectively, and the unpaid principal balance of those loans was $ 675.5 million and $ 802.3 million, respectively. The interest component of fair value is reported as interest income on loans in the accompanying consolidated statements of operations. ​ The Company holds a number of financial instruments that are measured at fair value on a recurring basis, either by the application of the Fair Value Option or other authoritative pronouncements. The fair values of those instruments are determined primarily using Level 2 inputs. Those inputs include quotes from mortgage loan investors and derivatives dealers and data from independent pricing services. The fair value of loans held for sale is determined using an exit price method. ​ 10 Table of Contents Hilltop Holdings Inc. and Subsidiaries Notes to Consolidated Financial Statements (continued) (Unaudited) The following tables present information regarding financial assets and liabilities measured at fair value on a recurring basis (in thousands). ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Level 1 Level 2 Level 3 Total March 31, 2024 ​ Inputs ​ Inputs ​ Inputs ​ Fair Value Trading securities ​ $ 6,504 ​ $ 651,196 ​ $ — ​ $ 657,700 ​ Available for sale securities ​ ​ — ​ ​ 1,459,741 ​ ​ 20,814 ​ ​ 1,480,555 ​ Equity securities ​ ​ 315 ​ ​ — ​ ​ — ​ ​ 315 ​ Loans held for sale ​ ​ — ​ ​ 663,832 ​ ​ 51,795 ​ ​ 715,627 ​ Loans held for investment ​ ​ — ​ ​ — ​ ​ 11,211 ​ ​ 11,211 ​ Derivative assets ​ ​ — ​ ​ 74,413 ​ ​ 820 ​ ​ 75,233 ​ MSR asset ​ ​ — ​ ​ — ​ ​ 95,591 ​ ​ 95,591 ​ Equity investments ​ ​ — ​ ​ — ​ ​ 19,540 ​ ​ 19,540 ​ Securities sold, not yet purchased ​ ​ 56,070 ​ ​ 4,492 ​ ​ — ​ ​ 60,562 ​ Derivative liabilities ​ ​ — ​ ​ 8,313 ​ ​ — ​ ​ 8,313 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Level 1 Level 2 Level 3 ​ Total ​ December 31, 2023 ​ Inputs ​ Inputs ​ Inputs ​ ​ Fair Value ​ Trading securities ​ $ 8,929 ​ $ 507,062 ​ $ — ​ $ 515,991 ​ Available for sale securities ​ ​ — ​ ​ 1,483,177 ​ ​ 24,418 ​ ​ 1,507,595 ​ Equity securities ​ ​ 321 ​ ​ — ​ ​ — ​ ​ 321 ​ Loans held for sale ​ ​ — ​ ​ 784,158 ​ ​ 38,036 ​ ​ 822,194 ​ Loans held for investment ​ ​ — ​ ​ — ​ ​ 10,858 ​ ​ 10,858 ​ Derivative assets ​ ​ — ​ ​ 76,778 ​ ​ 820 ​ ​ 77,598 ​ MSR asset ​ ​ — ​ ​ — ​ ​ 96,662 ​ ​ 96,662 ​ Equity investments ​ ​ — ​ ​ — ​ ​ 19,540 ​ ​ 19,540 ​ Securities sold, not yet purchased ​ ​ 14,027 ​ ​ 20,845 ​ ​ — ​ ​ 34,872 ​ Derivative liabilities ​ ​ — ​ ​ 27,106 ​ ​ — ​ ​ 27,106 ​ ​ The following tables include a rollforward for those material financial instruments measured at fair value using Level 3 inputs (in thousands). ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total Gains or Losses ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (Realized or Unrealized) ​ ​ ​ ​ Balance, ​ ​ Transfers ​ Included in Other ​ ​ ​ Beginning of ​ Purchases/ ​ Sales/ ​ to (from) ​ Included in ​ Comprehensive ​ Balance, ​ ​ Period ​ Additions ​ Reductions ​ Level 3 ​ Net Income ​ Income (Loss) ​ End of Period Three months ended March 31, 2024 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Available for sale securities ​ $ 24,418 ​ $ — ​ $ ( 4,702 ) ​ $ — ​ $ 635 ​ $ 463 ​ $ 20,814 Loans held for sale ​ ​ 38,036 ​ ​ 25,342 ​ ​ ( 6,076 ) ​ ​ — ​ ​ ( 5,507 ) ​ ​ — ​ ​ 51,795 Loans held for investment ​ ​ 10,858 ​ ​ — ​ ​ — ​ ​ — ​ ​ 353 ​ ​ — ​ ​ 11,211 Derivative assets ​ ​ 820 ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 820 MSR asset ​ ​ 96,662 ​ ​ 3,312 ​ ​ — ​ ​ — ​ ​ ( 4,383 ) ​ ​ — ​ 95,591 Equity investment ​ 19,540 ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ 19,540 Total ​ $ 190,334 ​ $ 28,654 ​ $ ( 10,778 ) ​ $ — ​ $ ( 8,902 ) ​ $ 463 ​ $ 199,771 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three months ended March 31, 2023 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Loans held for sale ​ $ 40,707 ​ $ 16,796 ​ $ ( 23,454 ) ​ $ ( 446 ) ​ $ 390 ​ $ — ​ $ 33,993 Loans held for investment ​ ​ 9,181 ​ ​ — ​ ​ — ​ ​ — ​ ​ 256 ​ ​ — ​ ​ 9,437 MSR asset ​ ​ 100,825 ​ ​ 13,210 ​ ​ — ​ ​ — ​ ​ ( 10,721 ) ​ ​ — ​ ​ 103,314 Total ​ $ 150,713 ​ $ 30,006 ​ $ ( 23,454 ) ​ $ ( 446 ) ​ $ ( 10,075 ) ​ $ — ​ $ 146,744 ​ All net realized and unrealized gains (losses) in the tables above are reflected in the accompanying consolidated financial statements. The unrealized gains (losses) relate to financial instruments still held at March 31, 2024. ​ 11 Table of Contents Hilltop Holdings Inc. and Subsidiaries Notes to Consolidated Financial Statements (continued) (Unaudited) For material Level 3 financial instruments measured at fair value on a recurring basis at March 31, 2024 and December 31, 2023, the significant unobservable inputs used in the fair value measurements were as follows. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Range (Weighted-Average) Financial instrument Fair Value Valuation Technique Unobservable Inputs March 31, 2024 ​ December 31, 2023 Available for sale securities ​ $ 7,893 ​ Discounted cash flow ​ Discount rate ​ 14.50 - 15.25 % ​ ​ ​ ​ 14.25 - 15.50 % ​ ​ ​ ​ ​ ​ 12,921 ​ Recent transaction ​ Recent transaction ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Loans held for sale ​ ​ 51,795 ​ Market comparable ​ Projected price ​ 78 - 91 % ( 90 %) ​ 78 - 92 % ( 90 %) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Loans held for investment ​ ​ 11,211 ​ Discounted cash flow ​ Discount rate ​ 9.00 - 9.50 % ​ ​ ​ ​ ​ ​ ​ 10.00 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Derivative assets ​ ​ 820 ​ Discounted cash flow ​ Discount rate ​ ​ ​ ​ 15.00 % ​ ​ ​ ​ ​ 15.00 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ MSR asset ​ ​ 95,591 ​ Discounted cash flow ​ Constant prepayment rate ​ ​ ​ ​ 8.53 % ​ ​ ​ ​ ​ 8.65 % ​ ​ ​ ​ ​ ​ ​ ​ Discount rate ​ ​ ​ ​ 13.02 % ​ ​ ​ ​ ​ 11.67 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Equity investments ​ ​ 19,540 ​ Recent transaction ​ Recent transaction ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ The fair value of certain available for sale securities and loans held for investment by the Company’s merchant bank subsidiary are measured, under the provisions of the Fair Value Option, using the income approach with Level 3 inputs. The fair value of such financial instruments are based upon estimates of expected cash flows using unobservable inputs, including credit spreads derived from comparable securities and benchmark credit curves, and management’s knowledge of underlying collateral. ​ The fair value of certain loans held for sale that cannot be sold through normal sale channels or are non-performing is measured using Level 3 inputs. The fair value of such loans is generally based upon estimates of expected cash flows using unobservable inputs, including listing prices of comparable assets, uncorroborated expert opinions, and/or management’s knowledge of underlying collateral. ​ The fair value of certain derivatives by the Company’s merchant bank subsidiary are measured using Level 3 inputs based upon estimates of expected cash flows using unobservable inputs, including management’s knowledge of underlying collateral. ​ The MSR asset is reported at fair value, under the provisions of the Fair Value Option, using Level 3 inputs. The MSR asset is valued by projecting net servicing cash flows, which are then discounted to estimate the fair value. The fair value of the MSR asset is impacted by a variety of factors. Prepayment and discount rates, the most significant unobservable inputs, are discussed further in Note 7 to the consolidated financial statements. ​ The Company has elected to measure certain equity investments by the Company’s merchant bank subsidiary under the provisions of the Fair Value Option using Level 3 inputs to mitigate volatility in reported earnings changes in fair value and better align with merchant bank investment strategy. Changes in fair value are reported within other noninterest income in the accompanying consolidated statements of operations. ​ The Company had no transfers between Levels 1 and 2 during the periods presented. Any transfers are based on changes in the observability and/or significance of the valuation inputs and are assumed to occur at the beginning of the quarterly reporting period in which they occur. ​ 12 Table of Contents Hilltop Holdings Inc. and Subsidiaries Notes to Consolidated Financial Statements (continued) (Unaudited) The following table presents those changes in fair value of material instruments recognized in the consolidated statements of operations that are accounted for under the Fair Value Option (in thousands). ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended March 31, 2024 ​ Three Months Ended March 31, 2023 ​ ​ Other Total ​ Other Total ​ ​ Net ​ Noninterest ​ Changes in ​ Net ​ Noninterest ​ Changes in ​ ​ Gains (Losses) ​ Income ​ Fair Value ​ Gains (Losses) ​ Income ​ Fair Value Loans held for sale ​ $ ( 11,316 ) ​ $ — ​ $ ( 11,316 ) ​ $ 10,134 ​ $ — ​ $ 10,134 Loans held for investment ​ ​ 94 ​ ​ — ​ ​ 94 ​ ​ — ​ ​ — ​ ​ — MSR asset ​ ( 4,383 ) ​ — ​ ( 4,383 ) ​ ( 10,721 ) ​ — ​ ( 10,721 ) ​ ​ Financial Assets and Liabilities Not Measured at Fair Value on Recurring or Non-Recurring Basis ​ The Fair Value of Financial Instruments Subsection of the ASC requires disclosure of the fair value of financial assets and liabilities, including the financial assets and liabilities previously discussed. There have been no changes to the methods for determining estimated fair value for financial assets and liabilities as described in detail in Note 3 to the consolidated financial statements included in the Company’s 2023 Form 10-K. ​ The following tables present the carrying values and estimated fair values of financial instruments not measured at fair value on either a recurring or non-recurring basis (in thousands). ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Estimated Fair Value ​ Carrying Level 1 Level 2 Level 3 ​ ​ March 31, 2024 ​ Amount ​ Inputs ​ Inputs ​ Inputs ​ Total Financial assets: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash and cash equivalents ​ $ 1,710,716 ​ $ 1,710,716 ​ $ — ​ $ — ​ $ 1,710,716 Assets segregated for regulatory purposes ​ ​ 70,717 ​ ​ 70,717 ​ ​ — ​ ​ — ​ ​ 70,717 Securities purchased under agreements to resell ​ ​ 91,608 ​ ​ — ​ ​ 91,608 ​ ​ — ​ ​ 91,608 Held to maturity securities ​ ​ 790,550 ​ ​ — ​ ​ 702,843 ​ ​ — ​ ​ 702,843 Loans held for sale ​ ​ 126,697 ​ ​ — ​ ​ 93,090 ​ ​ 34,615 ​ ​ 127,705 Loans held for investment, net ​ ​ 7,947,250 ​ ​ — ​ ​ 332,675 ​ ​ 7,693,786 ​ ​ 8,026,461 Broker-dealer and clearing organization receivables ​ 1,473,561 ​ — ​ 1,473,561 ​ — ​ 1,473,561 Other assets ​ 75,388 ​ — ​ 75,388 ​ — ​ 75,388 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Financial liabilities: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Deposits ​ 10,884,096 ​ — ​ 10,873,333 ​ — ​ 10,873,333 Broker-dealer and clearing organization payables ​ 1,436,462 ​ — ​ 1,436,462 ​ — ​ 1,436,462 Short-term borrowings ​ 892,574 ​ — ​ 892,574 ​ — ​ 892,574 Debt ​ 347,273 ​ — ​ 322,845 ​ — ​ 322,845 Other liabilities ​ 21,807 ​ — ​ 21,807 ​ — ​ 21,807 ​ 13 Table of Contents Hilltop Holdings Inc. and Subsidiaries Notes to Consolidated Financial Statements (continued) (Unaudited) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Estimated Fair Value ​ Carrying Level 1 Level 2 Level 3 ​ ​ December 31, 2023 ​ Amount ​ Inputs ​ Inputs ​ Inputs ​ Total Financial assets: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash and cash equivalents ​ $ 1,859,350 ​ $ 1,859,350 ​ $ — ​ $ — ​ $ 1,859,350 Assets segregated for regulatory purposes ​ ​ 57,395 ​ ​ 57,395 ​ ​ — ​ ​ — ​ ​ 57,395 Securities purchased under agreements to resell ​ ​ 80,011 ​ ​ — ​ ​ 80,011 ​ ​ — ​ ​ 80,011 Held to maturity securities ​ ​ 812,677 ​ ​ — ​ ​ 731,858 ​ ​ — ​ ​ 731,858 Loans held for sale ​ ​ 121,652 ​ ​ — ​ ​ 99,358 ​ ​ 22,882 ​ ​ 122,240 Loans held for investment, net ​ ​ 7,957,474 ​ ​ — ​ ​ 344,172 ​ ​ 7,696,393 ​ ​ 8,040,565 Broker-dealer and clearing organization receivables ​ 1,573,931 ​ — ​ 1,573,931 ​ — ​ 1,573,931 Other assets ​ 74,613 ​ — ​ 74,613 ​ — ​ 74,613 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Financial liabilities: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Deposits ​ 11,063,192 ​ — ​ 11,045,957 ​ — ​ 11,045,957 Broker-dealer and clearing organization payables ​ 1,430,734 ​ — ​ 1,430,734 ​ — ​ 1,430,734 Short-term borrowings ​ 900,038 ​ — ​ 900,038 ​ — ​ 900,038 Debt ​ 347,145 ​ — ​ 319,505 ​ — ​ 319,505 Other liabilities ​ 24,280 ​ — ​ 24,280 ​ — ​ 24,280 ​ The Company held equity investments other than securities of $ 39.0 million and $ 59.2 million at March 31, 2024 and December 31, 2023, respectively, which are included within other assets in the consolidated balance sheets. Of the $ 39.0 million of such equity investments held at March 31, 2024, $ 6.6 million do not have readily determinable fair values and each is measured at cost, less any impairment, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer. ​ The following table presents the adjustments to the carrying value of these investments during the periods presented (in thousands). ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended March 31, ​ 2024 2023 Balance, beginning of period $ 6,608 $ 27,264 Upward adjustments ​ ​ — ​ ​ 243 Impairments and downward adjustments ​ ​ — ​ ​ ( 5,000 ) Balance, end of period ​ $ 6,608 ​ $ 22,507 ​ ​ 4. Securities ​ The fair value of trading securities is summarized as follows (in thousands). ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, ​ December 31, ​ ​ 2024 2023 U.S. Treasury securities $ 1,247 $ 3,736 U.S. government agencies: ​ ​ ​ ​ ​ ​ ​ Bonds ​ ​ 14,513 ​ ​ 12,867 ​ Residential mortgage-backed securities ​ 155,355 ​ 124,768 ​ Collateralized mortgage obligations ​ ​ 103,085 ​ ​ 86,281 ​ Other ​ ​ — ​ ​ 13,079 ​ Corporate debt securities ​ ​ 56,252 ​ ​ 37,569 ​ States and political subdivisions ​ ​ 260,700 ​ ​ 180,890 ​ Private-label securitized product ​ ​ 56,084 ​ ​ 47,768 ​ Other ​ ​ 10,464 ​ ​ 9,033 ​ Totals ​ $ 657,700 ​ $ 515,991 ​ ​ In addition to the securities shown above, the Hilltop Broker-Dealers enter into transactions that represent commitments to purchase and deliver securities at prevailing future market prices to facilitate customer transactions and satisfy such commitments. Accordingly, the Hilltop Broker-Dealers’ ultimate obligations may exceed the amount recognized in the 14 Table of Contents Hilltop Holdings Inc. and Subsidiaries Notes to Consolidated Financial Statements (continued) (Unaudited) financial statements. These securities, which are carried at fair value and reported as securities sold, not yet purchased in the consolidated balance sheets, had a value of $ 60.6 million and $ 34.9 million at March 31, 2024 and December 31, 2023, respectively. ​ The amortized cost and fair value of available for sale and held to maturity securities are summarized as follows (in thousands). ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Available for Sale ​ ​ Amortized ​ Unrealized ​ Unrealized ​ ​ ​ March 31, 2024 ​ Cost ​ Gains ​ Losses ​ Fair Value U.S. Treasury securities ​ $ 4,987 ​ $ — ​ $ ( 379 ) ​ $ 4,608 U.S. government agencies: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Bonds ​ ​ 160,657 ​ ​ 216 ​ ​ ( 759 ) ​ ​ 160,114 Residential mortgage-backed securities ​ 389,134 ​ 64 ​ ( 41,562 ) ​ 347,636 Commercial mortgage-backed securities ​ ​ 196,627 ​ 229 ​ ( 6,767 ) ​ 190,089 Collateralized mortgage obligations ​ 783,966 ​ 232 ​ ( 60,824 ) ​ 723,374 Corporate debt securities ​ 21,851 ​ — ​ ( 1,037 ) ​ 20,814 States and political subdivisions ​ 36,945 ​ 35 ​ ( 3,060 ) ​ 33,920 Totals ​ $ 1,594,167 ​ $ 776 ​ $ ( 114,388 ) ​ $ 1,480,555 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Available for Sale ​ ​ Amortized ​ Unrealized ​ Unrealized ​ ​ ​ December 31, 2023 ​ Cost ​ Gains ​ Losses ​ Fair Value U.S. Treasury securities ​ $ 4,985 ​ $ — ​ $ ( 368 ) ​ $ 4,617 U.S. government agencies: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Bonds ​ ​ 166,617 ​ ​ 360 ​ ​ ( 811 ) ​ ​ 166,166 Residential mortgage-backed securities ​ 389,160 ​ 25 ​ ( 39,315 ) ​ 349,870 Commercial mortgage-backed securities ​ ​ 200,236 ​ 468 ​ ( 8,958 ) ​ 191,746 Collateralized mortgage obligations ​ 797,876 ​ 291 ​ ( 61,686 ) ​ 736,481 Corporate debt securities ​ 25,919 ​ — ​ ( 1,501 ) ​ 24,418 States and political subdivisions ​ 36,954 ​ 39 ​ ( 2,696 ) ​ 34,297 Totals ​ $ 1,621,747 ​ $ 1,183 ​ $ ( 115,335 ) ​ $ 1,507,595 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Held to Maturity ​ ​ Amortized ​ Unrealized ​ Unrealized ​ ​ ​ March 31, 2024 Cost Gains Losses Fair Value U.S. government agencies: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Residential mortgage-backed securities ​ $ 273,005 ​ $ — ​ $ ( 29,334 ) ​ $ 243,671 Commercial mortgage-backed securities ​ ​ 162,273 ​ — ​ ( 13,422 ) ​ 148,851 Collateralized mortgage obligations ​ 277,859 ​ — ​ ( 38,969 ) ​ 238,890 States and political subdivisions ​ 77,413 ​ 72 ​ ( 6,054 ) ​ 71,431 Totals ​ $ 790,550 ​ $ 72 ​ $ ( 87,779 ) ​ $ 702,843 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Held to Maturity ​ ​ Amortized ​ Unrealized ​ Unrealized ​ ​ ​ December 31, 2023 Cost Gains Losses Fair Value U.S. government agencies: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Residential mortgage-backed securities ​ $ 278,172 ​ $ — ​ $ ( 25,765 ) ​ $ 252,407 Commercial mortgage-backed securities ​ ​ 172,879 ​ ​ — ​ ​ ( 12,670 ) ​ ​ 160,209 Collateralized mortgage obligations ​ 284,208 ​ — ​ ( 37,189 ) ​ 247,019 States and political subdivisions ​ 77,418 ​ 149 ​ ( 5,344 ) ​ 72,223 Totals ​ $ 812,677 ​ $ 149 ​ $ ( 80,968 ) ​ $ 731,858 ​ Additionally, the Company had unrealized net gains of $ 0.3 million and $ 0.3 million at March 31, 2024 and December 31, 2023, respectively, from equity securities with fair values of $ 0.3 million and $ 0.3 million held at March 31, 2024 and 15 Table of Contents Hilltop Holdings Inc. and Subsidiaries Notes to Consolidated Financial Statements (continued) (Unaudited) December 31, 2023, respectively. The Company recognized nominal net gains and losses during the three months ended March 31, 2024 and 2023, respectively, due to changes in the fair value of equity securities still held at the balance sheet date. During the three months ended March 31, 2024 and 2023, net gains and losses recognized from equity securities sold were nominal. ​ Information regarding available for sale and held to maturity securities that were in an unrealized loss position is shown in the following tables (dollars in thousands). ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, 2024 ​ December 31, 2023 ​ Number of ​ ​ Unrealized Number of ​ ​ Unrealized ​ ​ Securities ​ Fair Value ​ Losses ​ Securities ​ Fair Value ​ Losses Available for Sale ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ U.S. treasury securities: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Unrealized loss for less than twelve months — ​ $ — ​ $ — — ​ $ — ​ $ — Unrealized loss for twelve months or longer 1 ​ 4,608 ​ 379 1 ​ 4,617 ​ 368 ​ 1 ​ 4,608 ​ 379 1 ​ 4,617 ​ 368 U.S. government agencies: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Bonds: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Unrealized loss for less than twelve months 4 ​ ​ 28,891 ​ ​ 150 4 ​ ​ 28,988 ​ ​ 103 Unrealized loss for twelve months or longer 20 ​ 107,789 ​ 609 20 ​ 112,502 ​ 708 ​ 24 ​ ​ 136,680 ​ ​ 759 24 ​ 141,490 ​ 811 Residential mortgage-backed securities: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Unrealized loss for less than twelve months 14 ​ 16,213 ​ 813 14 ​ 8,989 ​ 616 Unrealized loss for twelve months or longer 109 ​ 322,481 ​ 40,749 109 ​ 338,769 ​ 38,699 ​ 123 ​ ​ 338,694 ​ ​ 41,562 123 ​ 347,758 ​ 39,315 Commercial mortgage-backed securities: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Unrealized loss for less than twelve months 3 ​ 15,040 ​ 411 2 ​ 10,413 ​ 282 Unrealized loss for twelve months or longer 18 ​ 186,537 ​ 6,356 18 ​ 162,470 ​ 8,676 ​ 21 ​ ​ 201,577 ​ ​ 6,767 20 ​ 172,883 ​ 8,958 Collateralized mortgage obligations: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Unrealized loss for less than twelve months 3 ​ 18,327 ​ 273 2 ​ 11,560 ​ 22 Unrealized loss for twelve months or longer 136 ​ 682,738 ​ 60,551 138 ​ 709,571 ​ 61,665 ​ 139 ​ ​ 701,065 ​ ​ 60,824 140 ​ 721,131 ​ 61,687 Corporate debt securities: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Unrealized loss for less than twelve months 1 ​ 8,930 ​ 1,037 2 ​ 13,483 ​ 1,501 Unrealized loss for twelve months or longer — ​ — ​ — — ​ — ​ — ​ 1 ​ ​ 8,930 ​ ​ 1,037 2 ​ 13,483 ​ 1,501 States and political subdivisions: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Unrealized loss for less than twelve months 10 ​ 6,957 ​ 105 10 ​ 7,023 ​ 55 Unrealized loss for twelve months or longer 50 ​ 20,550 ​ 2,955 50 ​ 20,857 ​ 2,640 ​ 60 ​ ​ 27,507 ​ ​ 3,060 60 ​ 27,880 ​ 2,695 Total available for sale: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Unrealized loss for less than twelve months 35 ​ 94,358 ​ 2,789 34 ​ 80,456 ​ 2,579 Unrealized loss for twelve months or longer 334 ​ 1,324,703 ​ 111,599 336 ​ 1,348,786 ​ 112,756 ​ 369 ​ $ 1,419,061 ​ $ 114,388 370 ​ $ 1,429,242 ​ $ 115,335 ​ 16 Table of Contents Hilltop Holdings Inc. and Subsidiaries Notes to Consolidated Financial Statements (continued) (Unaudited) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, 2024 ​ December 31, 2023 ​ Number of ​ ​ Unrealized Number of ​ ​ Unrealized ​ ​ Securities ​ Fair Value ​ Losses ​ Securities ​ Fair Value ​ Losses Held to Maturity ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ U.S. government agencies: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Residential mortgage-backed securities: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Unrealized loss for less than twelve months — ​ $ — ​ $ — — ​ $ — ​ $ — Unrealized loss for twelve months or longer 45 ​ 273,004 ​ 29,334 44 ​ 278,172 ​ 25,765 ​ 45 ​ 273,004 ​ 29,334 44 ​ 278,172 ​ 25,765 Commercial mortgage-backed securities: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Unrealized loss for less than twelve months — ​ — ​ — — ​ — ​ — Unrealized loss for twelve months or longer 29 ​ 154,917 ​ 13,422 31 ​ 160,208 ​ 12,670 ​ 29 ​ 154,917 ​ 13,422 31 ​ 160,208 ​ 12,670 Collateralized mortgage obligations: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Unrealized loss for less than twelve months — ​ — ​ — — ​ — ​ — Unrealized loss for twelve months or longer 54 ​ 238,891 ​ 38,969 54 ​ 247,019 ​ 37,189 ​ 54 ​ 238,891 ​ 38,969 54 ​ 247,019 ​ 37,189 States and political subdivisions: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Unrealized loss for less than twelve months 48 ​ ​ 21,730 ​ ​ 618 39 ​ ​ 15,506 ​ ​ 479 Unrealized loss for twelve months or longer 129 ​ 44,884 ​ 5,436 128 ​ 45,208 ​ 4,865 ​ 177 ​ 66,614 ​ 6,054 167 ​ 60,714 ​ 5,344 Total held to maturity: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Unrealized loss for less than twelve months 48 ​ 21,730 ​ 618 39 ​ 15,506 ​ 479 Unrealized loss for twelve months or longer 257 ​ 711,696 ​ 87,161 257 ​ 730,607 ​ 80,489 ​ 305 ​ $ 733,426 ​ $ 87,779 296 ​ $ 746,113 ​ $ 80,968 ​ Expected maturities may differ from contractual maturities because certain borrowers may have the right to call or prepay obligations with or without penalties. The amortized cost and fair value of securities, excluding trading and equity securities, at March 31, 2024 are shown by contractual maturity below (in thousands). ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Available for Sale ​ Held to Maturity ​ Amortized ​ ​ Amortized ​ ​ ​ ​ Cost ​ Fair Value Cost ​ Fair Value Due in one year or less ​ $ 32,601 ​ $ 32,497 ​ $ 310 ​ $ 310 Due after one year through five years ​ 78,846 ​ 77,196 ​ 2,729 ​ 2,595 Due after five years through ten years ​ 52,859 ​ 52,284 ​ 37,772 ​ 35,501 Due after ten years ​ 60,134 ​ 57,479 ​ 36,602 ​ 33,025 ​ ​ 224,440 ​ 219,456 ​ 77,413 ​ 71,431 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Residential mortgage-backed securities ​ 389,134 ​ 347,636 ​ 273,005 ​ 243,671 Commercial mortgage-backed securities ​ 196,627 ​ 190,089 ​ 162,273 ​ 148,851 Collateralized mortgage obligations ​ 783,966 ​ 723,374 ​ 277,859 ​ 238,890 ​ ​ $ 1,594,167 ​ $ 1,480,555 ​ $ 790,550 ​ $ 702,843 ​ The Company recognized net gains of $ 2.9 million and $ 10.5 million from its trading portfolio during the three months ended March 31, 2024 and 2023, respectively. In addition, the Hilltop Broker-Dealers realized net gains from structured product trading activities of $ 32.3 million and $ 32.6 million during the three months ended March 31, 2024 and 2023, respectively. The Company had no other realized gains and losses on securities during the three months ended March 31, 2024 and 2023, respectively. All such realized gains and losses are recorded as a component of other noninterest income within the consolidated statements of operations. ​ Securities with a carrying amount of $ 624.0 million and $ 537.2 million (with a fair value of $ 574.1 million and $ 503.1 million, respectively) at March 31, 2024 and December 31, 2023, respectively, were pledged by the Bank to secure public and trust deposits, federal funds purchased and securities sold under agreements to repurchase, and for other purposes as required or permitted by law. Substantially all of these pledged securities were included in the available for sale and held to maturity securities portfolios at March 31, 2024 and December 31, 2023. ​ 17 Table of Contents Hilltop Holdings Inc. and Subsidiaries Notes to Consolidated Financial Statements (continued) (Unaudited) Mortgage-backed securities and collateralized mortgage obligations consist primarily of Government National Mortgage Association (“GNMA”), Federal National Mortgage Association (“FNMA”) and Federal Home Loan Mortgage Corporation (“FHLMC”) pass-through and participation certificates. GNMA securities are guaranteed by the full faith and credit of the United States, while FNMA and FHLMC securities are fully guaranteed by those respective United States government-sponsored agencies, and conditionally guaranteed by the full faith and credit of the United States. ​ 5. Loans Held for Investment ​ The Bank originates loans to customers primarily in Texas. Although the Bank has diversified loan and leasing portfolios and, generally, holds collateral against amounts advanced to customers, its debtors’ ability to honor their contracts is substantially dependent upon the general economic conditions of the region and of the industries in which its debtors operate, which consist primarily of real estate (including construction and land development), wholesale/retail trade, agribusiness and energy. The Hilltop Broker-Dealers make loans to customers and correspondents through transactions originated by both employees and independent retail representatives throughout the United States. The Hilltop Broker-Dealers control risk by requiring customers to maintain collateral in compliance with various regulatory and internal guidelines, which may vary based upon market conditions. Securities owned by customers and held as collateral for loans are not included in the consolidated financial statements. ​ Loans held for investment summarized by portfolio segment are as follows (in thousands). ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, ​ December 31, ​ 2024 2023 Commercial real estate: ​ ​ ​ ​ ​ ​ Non-owner occupied ​ $ 1,932,746 ​ $ 1,889,882 Owner occupied ​ ​ 1,449,249 ​ ​ 1,422,234 Commercial and industrial ​ 1,613,301 ​ ​ 1,607,833 Construction and land development ​ 933,405 ​ ​ 1,031,095 1-4 family residential ​ ​ 1,773,376 ​ ​ 1,757,178 Consumer ​ ​ 27,941 ​ ​ 27,351 Broker-dealer (1) ​ ​ 332,675 ​ ​ 344,172 ​ ​ 8,062,693 ​ 8,079,745 Allowance for credit losses ​ ( 104,231 ) ​ ​ ( 111,413 ) Total loans held for investment, net of allowance ​ $ 7,958,462 ​ $ 7,968,332 (1) Primarily represents margin loans to customers and correspondents associated with broker-dealer segment operations. ​ Past Due Loans and Nonaccrual Loans ​ An analysis of the aging of the Company’s loan portfolio is shown in the following tables (in thousands). ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Accruing Loans ​ ​ Loans Past Due ​ Total Past ​ Current ​ Total ​ Past Due March 31, 2024 ​ 30-59 Days ​ 60-89 Days ​ 90 Days or More ​ Due Loans ​ Loans ​ Loans ​ 90 Days or More Commercial real estate: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Non-owner occupied ​ $ 3,904 ​ $ — ​ $ 799 ​ $ 4,703 ​ $ 1,928,043 ​ $ 1,932,746 ​ $ — Owner occupied ​ 8,117 ​ ​ 150 ​ ​ 10 ​ ​ 8,277 ​ ​ 1,440,972 ​ ​ 1,449,249 ​ ​ — Commercial and industrial ​ ​ 1,100 ​ ​ 150 ​ ​ 3,330 ​ ​ 4,580 ​ ​ 1,608,721 ​ ​ 1,613,301 ​ ​ 2,537 Construction and land development ​ 4,888 ​ ​ — ​ ​ 277 ​ ​ 5,165 ​ ​ 928,240 ​ ​ 933,405 ​ ​ — 1-4 family residential ​ 8,300 ​ ​ 679 ​ ​ 1,927 ​ ​ 10,906 ​ ​ 1,762,470 ​ ​ 1,773,376 ​ ​ 13 Consumer ​ 125 ​ ​ 14 ​ ​ 3 ​ ​ 142 ​ ​ 27,799 ​ ​ 27,941 ​ ​ — Broker-dealer ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 332,675 ​ ​ 332,675 ​ ​ — ​ ​ $ 26,434 ​ $ 993 ​ $ 6,346 ​ $ 33,773 ​ $ 8,028,920 ​ $ 8,062,693 ​ $ 2,550 ​ 18 Table of Contents Hilltop Holdings Inc. and Subsidiaries Notes to Consolidated Financial Statements (continued) (Unaudited) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Accruing Loans ​ ​ Loans Past Due ​ Total Past ​ Current ​ Total ​ Past Due December 31, 2023 ​ 30-59 Days ​ 60-89 Days ​ 90 Days or More ​ Due Loans ​ Loans ​ Loans ​ 90 Days or More Commercial real estate: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Non-owner occupied ​ $ 6,125 ​ $ — ​ $ 799 ​ $ 6,924 ​ $ 1,882,958 ​ $ 1,889,882 ​ $ — Owner occupied ​ 6,823 ​ ​ 386 ​ ​ 3,897 ​ ​ 11,106 ​ ​ 1,411,128 ​ ​ 1,422,234 ​ ​ — Commercial and industrial ​ ​ 3,348 ​ ​ 1,496 ​ ​ 2,074 ​ ​ 6,918 ​ ​ 1,600,915 ​ ​ 1,607,833 ​ ​ — Construction and land development ​ 767 ​ ​ 1,554 ​ ​ 276 ​ ​ 2,597 ​ ​ 1,028,498 ​ ​ 1,031,095 ​ ​ — 1-4 family residential ​ 8,625 ​ ​ 1,292 ​ ​ 3,203 ​ ​ 13,120 ​ ​ 1,744,058 ​ ​ 1,757,178 ​ ​ — Consumer ​ 28 ​ ​ 4 ​ ​ 5 ​ ​ 37 ​ ​ 27,314 ​ ​ 27,351 ​ ​ — Broker-dealer ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 344,172 ​ ​ 344,172 ​ ​ — ​ ​ $ 25,716 ​ $ 4,732 ​ $ 10,254 ​ $ 40,702 ​ $ 8,039,043 ​ $ 8,079,745 ​ $ — ​ In addition to the loans shown in the tables above, PrimeLending had $ 110.2 million and $ 115.1 million of loans included in loans held for sale (with an aggregate unpaid principal balance of $ 111.0 million and $ 115.7 million, respectively) that were 90 days past due and accruing interest at March 31, 2024 and December 31, 2023, respectively. These loans are guaranteed by U.S. government agencies and include loans that are subject to repurchase, or have been repurchased, by PrimeLending. ​ The following table provides details associated with non-accrual loans, excluding those classified as held for sale (in thousands). ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Non-accrual Loans ​ ​ ​ ​ ​ March 31, 2024 ​ December 31, 2023 ​ ​ Interest Income Recognized ​ ​ With ​ With No ​ ​ ​ ​ With ​ With No ​ ​ ​ ​ ​ Three Months Ended March 31, ​ ​ Allowance Allowance Total Allowance Allowance Total 2024 2023 Commercial real estate: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Non-owner occupied ​ $ 422 ​ $ 2,688 ​ $ 3,110 ​ $ 33,728 ​ $ 2,712 ​ $ 36,440 ​ ​ $ 1,194 ​ $ 123 Owner occupied ​ 4,702 ​ ​ 144 ​ ​ 4,846 ​ 4,630 ​ ​ 468 ​ ​ 5,098 ​ ​ ​ 93 ​ ​ 63 Commercial and industrial ​ ​ 6,527 ​ ​ 5,638 ​ ​ 12,165 ​ ​ 5,216 ​ ​ 4,286 ​ ​ 9,502 ​ ​ ​ 102 ​ ​ 131 Construction and land development ​ 500 ​ ​ — ​ ​ 500 ​ 533 ​ ​ 2,749 ​ ​ 3,282 ​ ​ ​ 42 ​ ​ 7 1-4 family residential ​ 626 ​ ​ 7,405 ​ ​ 8,031 ​ 726 ​ ​ 9,283 ​ ​ 10,009 ​ ​ ​ 493 ​ ​ 456 Consumer ​ 3 ​ ​ — ​ ​ 3 ​ 6 ​ ​ — ​ ​ 6 ​ ​ ​ — ​ ​ — Broker-dealer ​ — ​ ​ — ​ ​ — ​ — ​ ​ — ​ ​ — ​ ​ ​ — ​ ​ — ​ ​ $ 12,780 ​ $ 15,875 ​ $ 28,655 ​ $ 44,839 ​ $ 19,498 ​ $ 64,337 ​ ​ $ 1,924 ​ $ 780 ​ At March 31, 2024 and December 31, 2023, $ 4.5 million and $ 4.0 million, respectively, of real estate loans secured by residential properties and classified as held for sale were in non-accrual status. ​ As shown in the table above, loans accounted for on a non-accrual basis decreased from December 31, 2023 to March 31, 2024 by $ 35.7 million. The change in non-accrual loans was primarily due to decreases in commercial real estate non-owner occupied loans of $ 33.3 million, construction and land development loans of $ 2.8 million and 1-4 family residential loans of $ 2.0 million, partially offset by an increase in commercial and industrial loans of $ 2.7 million. The decrease in commercial real estate non-owner occupied loans in non-accrual status was primarily due to the reclassification of a single loan from loans held for investment to loans held for sale, for which the non-accrual status was retained. The decrease in construction and land development loans in non-accrual status was primarily due to the payoff of a single relationship with an aggregate loan balance of $ 2.7 million since December 31, 2023, partially offset by principal paydowns. The decrease in 1-4 family residential loans in non-accrual status since December 31, 2023 was primarily due to $ 1.0 million of loans that were returned to accrual status and principal payoffs. The increase in commercial and industrial loans was primarily due to the addition of thirteen relationships with an aggregate loan balance of $ 7.3 million to non-accrual status since December 31, 2023, partially offset by principal payoffs. ​ The Company considers non-accrual loans to be collateral-dependent unless there are underlying mitigating circumstances, such as expected cash flow recovery. The practical expedient to measure the allowance using the fair value of the collateral has been implemented. ​ 19 Table of Contents Hilltop Holdings Inc. and Subsidiaries Notes to Consolidated Financial Statements (continued) (Unaudited) Loan Modifications ​ Loan modifications are typically structured to create affordable payments for the debtor and can be achieved in a variety of ways. The Bank modifies loans by reducing interest rates and/or lengthening loan amortization schedules. ​ The following table presents the amortized cost basis of the loans held for investment modified for borrowers experiencing financial difficulty grouped by portfolio segment and type of modification granted during the periods presented (in thousands). ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Modifications as a ​ ​ ​ Interest Rate ​ Term ​ Principal ​ Payment ​ % of Portfolio ​ Three Months Ended March 31, 2024 ​ Reduction ​ Extension ​ Forgiveness ​ Delay ​ Segment ​ Commercial real estate: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Non-owner occupied ​ $ — ​ $ — ​ $ — ​ $ — ​ — % Owner occupied ​ ​ — ​ ​ 491 ​ ​ — ​ ​ 3,882 ​ 0.3 % Commercial and industrial ​ ​ — ​ ​ 16,797 ​ ​ — ​ ​ 166 ​ 1.1 % Construction and land development ​ ​ — ​ ​ 223 ​ ​ — ​ ​ 1,729 ​ 0.2 % 1-4 family residential ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ — % Consumer ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ — % Broker-dealer ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ — % Total ​ $ — ​ $ 17,511 ​ $ — ​ $ 5,777 ​ 0.3 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Modifications as a ​ ​ ​ Interest Rate ​ Term ​ Principal ​ Payment ​ % of Portfolio ​ Three Months Ended March 31, 2023 ​ Reduction ​ Extension ​ Forgiveness ​ Delay ​ Segment ​ Commercial real estate: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Non-owner occupied ​ $ — ​ $ 37,972 ​ $ — ​ $ — ​ 2.1 % Owner occupied ​ ​ — ​ ​ 2,235 ​ ​ — ​ ​ — ​ 0.2 % Commercial and industrial ​ ​ — ​ ​ 1,364 ​ ​ — ​ ​ 3,000 ​ 0.3 % Construction and land development ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ — % 1-4 family residential ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ — % Consumer ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ — % Broker-dealer ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ — % Total ​ $ — ​ $ 41,571 ​ $ — ​ $ 3,000 ​ 0.5 % ​ For those loans held for investment modified for borrowers experiencing financial difficulty during the last twelve months, the following table provides aging and non-accrual details grouped by portfolio segment (in thousands). ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Modified Loans Past Due ​ Total Modified ​ Modified March 31, 2024 ​ 30-59 Days ​ 60-89 Days ​ 90 Days or More ​ Past Due Loans ​ Non-accrual Loans Commercial real estate: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Non-owner occupied ​ $ — ​ $ — ​ $ — ​ $ — ​ $ 32,247 Owner occupied ​ ​ 3,882 ​ ​ — ​ ​ 10 ​ ​ 3,892 ​ ​ 3,980 Commercial and industrial ​ ​ 242 ​ ​ — ​ ​ 2,475 ​ ​ 2,717 ​ ​ 3,417 Construction and land development ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 223 1-4 family residential ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — Consumer ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — Broker-dealer ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — Total ​ $ 4,124 ​ $ — ​ $ 2,485 ​ $ 6,609 ​ $ 39,867 ​ 20 Table of Contents Hilltop Holdings Inc. and Subsidiaries Notes to Consolidated Financial Statements (continued) (Unaudited) The following table presents the financial effects of the loans held for investment modified for borrowers experiencing financial difficulty during the periods presented (in thousands). ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted-Average Term Extension (in months) ​ ​ ​ Three Months Ended ​ ​ Three Months Ended ​ ​ ​ March 31, 2024 ​ ​ March 31, 2023 Commercial real estate: ​ ​ ​ ​ ​ ​ Non-owner occupied ​ ​ — ​ ​ 13 Owner occupied ​ ​ 14 ​ ​ 35 Commercial and industrial ​ ​ 11 ​ ​ 9 Construction and land development ​ ​ 15 ​ ​ — 1-4 family residential ​ ​ — ​ ​ — Consumer ​ ​ — ​ ​ — Broker-dealer ​ ​ — ​ ​ — Total ​ ​ 11 ​ ​ 14 ​ Credit Risk Profile ​ Management tracks credit quality trends on a quarterly basis related to: (i) past due levels, (ii) non-performing asset levels, (iii) classified loan levels, and (iv) general economic conditions in state and local markets. The Company defines classified loans as loans with a risk rating of substandard, doubtful or loss. There have been no changes to the risk rating internal grades utilized for commercial loans as described in detail in Note 5 to the consolidated financial statements in the Company’s 2023 Form 10-K. ​ 21 Table of Contents Hilltop Holdings Inc. and Subsidiaries Notes to Consolidated Financial Statements (continued) (Unaudited) The following table presents loans held for investment grouped by asset class and credit quality indicator, segregated by year of origination or renewal (in thousands). ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Amortized Cost Basis by Origination Year ​ ​ ​ ​ Loans ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2019 and ​ ​ ​ ​ Converted to ​ ​ ​ March 31, 2024 ​ 2024 ​ 2023 ​ 2022 ​ 2021 ​ 2020 ​ ​ Prior ​ Revolving ​ Term Loans ​ Total Commercial real estate: non-owner occupied ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Internal Grade 1-3 (Pass low risk) ​ $ — ​ $ 5,010 ​ $ 30,933 ​ $ 31,644 ​ $ 17,530 ​ $ 6,931 ​ $ ( 21 ) ​ $ 179 ​ $ 92,206 Internal Grade 4-7 (Pass normal risk) ​ ​ 9,205 ​ ​ 183,150 ​ ​ 285,243 ​ ​ 374,563 ​ ​ 132,824 ​ ​ 124,113 ​ ​ 36,624 ​ ​ 16,540 ​ ​ 1,162,262 Internal Grade 8-11 (Pass high risk and watch) ​ ​ 27,566 ​ ​ 153,849 ​ ​ 166,882 ​ ​ 68,816 ​ ​ 80,548 ​ ​ 84,917 ​ ​ 10,771 ​ ​ 1,422 ​ ​ 594,771 Internal Grade 12 (Special mention) ​ ​ — ​ ​ — ​ ​ 12,162 ​ ​ 2,563 ​ ​ 3,736 ​ ​ 25,714 ​ ​ — ​ ​ — ​ ​ 44,175 Internal Grade 13 (Substandard accrual) ​ ​ — ​ ​ 6,296 ​ ​ 11,607 ​ ​ 13,929 ​ ​ 1,033 ​ ​ 3,357 ​ ​ — ​ ​ — ​ ​ 36,222 Internal Grade 14 (Substandard non-accrual) ​ ​ — ​ ​ 377 ​ ​ 1,392 ​ ​ — ​ ​ — ​ ​ 1,341 ​ ​ — ​ ​ — ​ ​ 3,110 Current period gross charge-offs ​ ​ — ​ ​ 1,647 ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 1,647 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Commercial real estate: owner occupied ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Internal Grade 1-3 (Pass low risk) ​ $ 19,006 ​ $ 56,914 ​ $ 33,111 ​ $ 119,697 ​ $ 39,147 ​ $ 53,685 ​ $ 4,373 ​ $ 13,533 ​ $ 339,466 Internal Grade 4-7 (Pass normal risk) ​ ​ 15,407 ​ ​ 104,368 ​ ​ 158,299 ​ ​ 135,907 ​ ​ 60,725 ​ ​ 176,501 ​ ​ 17,938 ​ ​ 9,235 ​ ​ 678,380 Internal Grade 8-11 (Pass high risk and watch) ​ ​ 12,398 ​ ​ 52,622 ​ ​ 88,218 ​ ​ 69,942 ​ ​ 82,352 ​ ​ 76,800 ​ ​ 5,202 ​ ​ — ​ ​ 387,534 Internal Grade 12 (Special mention) ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — Internal Grade 13 (Substandard accrual) ​ ​ 402 ​ ​ 2,088 ​ ​ 7,840 ​ ​ 5,824 ​ ​ 6,796 ​ ​ 15,976 ​ ​ 97 ​ ​ — ​ ​ 39,023 Internal Grade 14 (Substandard non-accrual) ​ ​ 3,882 ​ ​ 160 ​ ​ 88 ​ ​ 637 ​ ​ — ​ ​ 79 ​ ​ — ​ ​ — ​ ​ 4,846 Current period gross charge-offs ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Commercial and industrial ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Internal Grade 1-3 (Pass low risk) ​ $ 343 ​ $ 14,915 ​ $ 15,525 ​ $ 43,524 ​ $ 12,135 ​ $ 20,196 ​ $ 35,574 ​ $ — ​ $ 142,212 Internal Grade 4-7 (Pass normal risk) ​ ​ 39,114 ​ ​ 63,274 ​ ​ 65,948 ​ ​ 73,842 ​ ​ 17,964 ​ ​ 11,951 ​ ​ 313,227 ​ ​ 3,651 ​ ​ 588,971 Internal Grade 8-11 (Pass high risk and watch) ​ ​ 62,717 ​ ​ 96,763 ​ ​ 96,683 ​ ​ 68,465 ​ ​ 33,984 ​ ​ 9,698 ​ ​ 224,948 ​ ​ 2,612 ​ ​ 595,870 Internal Grade 12 (Special mention) ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 1,349 ​ ​ — ​ ​ 1,349 Internal Grade 13 (Substandard accrual) ​ ​ — ​ ​ 5,301 ​ ​ 728 ​ ​ 2,154 ​ ​ 2,106 ​ ​ 1,999 ​ ​ 39,185 ​ ​ 13,678 ​ ​ 65,151 Internal Grade 14 (Substandard non-accrual) ​ ​ 166 ​ ​ 225 ​ ​ 701 ​ ​ 232 ​ ​ 934 ​ ​ 904 ​ ​ 2,158 ​ ​ 6,845 ​ ​ 12,165 Current period gross charge-offs ​ ​ — ​ ​ 1,211 ​ ​ 274 ​ ​ 9 ​ ​ 301 ​ ​ 1,188 ​ ​ — ​ ​ — ​ ​ 2,983 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Construction and land development ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Internal Grade 1-3 (Pass low risk) ​ $ 225 ​ $ 2,479 ​ $ 6,123 ​ $ 1,532 ​ $ — ​ $ 305 ​ $ — ​ $ — ​ $ 10,664 Internal Grade 4-7 (Pass normal risk) ​ ​ 52,978 ​ ​ 179,925 ​ ​ 139,931 ​ ​ 84,809 ​ ​ 7,409 ​ ​ 3,198 ​ ​ 17,630 ​ ​ — ​ ​ 485,880 Internal Grade 8-11 (Pass high risk and watch) ​ ​ 63,057 ​ ​ 173,123 ​ ​ 134,265 ​ ​ 4,881 ​ ​ 2,106 ​ ​ 2,474 ​ ​ 12,247 ​ ​ 4,539 ​ ​ 396,692 Internal Grade 12 (Special mention) ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — Internal Grade 13 (Substandard accrual) ​ ​ — ​ ​ 15,554 ​ ​ 491 ​ ​ 112 ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 16,157 Internal Grade 14 (Substandard non-accrual) ​ ​ — ​ ​ 500 ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 500 Current period gross charge-offs ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Construction and land development - individuals ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ FICO less than 620 ​ $ — ​ $ — ​ $ — ​ $ — ​ $ — ​ $ — ​ $ — ​ $ — ​ $ — FICO between 620 and 720 ​ ​ 107 ​ ​ 3,681 ​ ​ — ​ ​ — ​ ​ — ​ ​ 866 ​ ​ — ​ ​ — ​ ​ 4,654 FICO greater than 720 ​ ​ 924 ​ ​ 17,707 ​ ​ — ​ ​ 120 ​ ​ 50 ​ ​ — ​ ​ — ​ ​ — ​ ​ 18,801 Substandard non-accrual ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — Other (1) ​ ​ 57 ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 57 Current period gross charge-offs ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 1-4 family residential ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ FICO less than 620 ​ $ — ​ $ 637 ​ $ 1,437 ​ $ 496 ​ $ 745 ​ $ 22,413 ​ $ 222 ​ $ — ​ $ 25,950 FICO between 620 and 720 ​ ​ 337 ​ ​ 10,801 ​ ​ 15,492 ​ ​ 11,698 ​ ​ 5,836 ​ ​ 29,325 ​ ​ 1,065 ​ ​ 190 ​ ​ 74,744 FICO greater than 720 ​ ​ 37,088 ​ ​ 142,481 ​ ​ 524,346 ​ ​ 710,247 ​ ​ 84,905 ​ ​ 86,038 ​ ​ 3,250 ​ ​ 425 ​ ​ 1,588,780 Substandard non-accrual ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 8,031 ​ ​ — ​ ​ — ​ ​ 8,031 Other (1) ​ ​ 12,932 ​ ​ 35,924 ​ ​ 16,963 ​ ​ 3,425 ​ ​ 1,365 ​ ​ 4,676 ​ ​ 272 ​ ​ 314 ​ ​ 75,871 Current period gross charge-offs ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Consumer ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ FICO less than 620 ​ $ 329 ​ $ 560 ​ $ 392 ​ $ 34 ​ $ 76 ​ $ 8 ​ $ 358 ​ $ 6 ​ $ 1,763 FICO between 620 and 720 ​ ​ 1,791 ​ ​ 2,483 ​ ​ 1,048 ​ ​ 361 ​ ​ 220 ​ ​ 82 ​ ​ 1,951 ​ ​ 42 ​ ​ 7,978 FICO greater than 720 ​ ​ 1,479 ​ ​ 3,207 ​ ​ 2,254 ​ ​ 753 ​ ​ 277 ​ ​ 16 ​ ​ 2,277 ​ ​ 1 ​ ​ 10,264 Substandard non-accrual ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 3 ​ ​ — ​ ​ — ​ ​ 3 Other (1) ​ ​ 3,769 ​ ​ 2,728 ​ ​ 1,065 ​ ​ 162 ​ ​ 21 ​ ​ 34 ​ ​ 154 ​ ​ — ​ ​ 7,933 Current period gross charge-offs ​ ​ — ​ ​ 74 ​ ​ — ​ ​ — ​ ​ — ​ ​ 7 ​ ​ — ​ ​ — ​ ​ 81 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total loans with credit quality measures ​ $ 365,279 ​ $ 1,337,102 ​ $ 1,819,167 ​ $ 1,830,369 ​ $ 594,824 ​ $ 771,631 ​ $ 730,851 ​ $ 73,212 ​ $ 7,522,435 Commercial and industrial (mortgage warehouse lending) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ $ 196,372 Commercial and industrial (loans accounted for at fair value) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ $ 11,211 Broker-dealer (margin loans and correspondent receivables) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ $ 332,675 Total loans held for investment ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ $ 8,062,693 (1) Loans classified in this category were assigned a FICO score for credit modeling purposes. ​ ​ ​ 22 Table of Contents Hilltop Holdings Inc. and Subsidiaries Notes to Consolidated Financial Statements (continued) (Unaudited) 6. Allowance for Credit Losses ​ ​ Available for Sale Securities and Held to Maturity Securities ​ The Company has evaluated available for sale debt securities that are in an unrealized loss position and has determined that any decline in value is unrelated to credit loss and related to changes in market interest rates since purchase. None of the available for sale debt securities held were past due at March 31, 2024. In addition, as of March 31, 2024, the Company had not made a decision to sell any of its debt securities held, nor did the Company consider it more likely than not that it would be required to sell such securities before recovery of their amortized cost basis. The Company does not expect to have credit losses associated with the debt securities and no allowance was recognized on the debt securities portfolio. ​ Loans Held for Investment ​ The allowance for credit losses for loans held for investment represents management’s best estimate of all expected credit losses over the expected contractual life of the Company’s existing portfolio. Management’s methodology for determining the allowance for credit losses uses the current expected credit losses (“CECL”) standard. Management considers the level of allowance for credit losses to be a reasonable and supportable estimate of expected credit losses inherent within the loans held for investment portfolio as of March 31, 2024. While the Company believes it has an appropriate allowance for the existing loan portfolio at March 31, 2024, additional provision for losses on existing loans may be necessary in the future. Future changes in the allowance for credit losses are expected to be volatile given dependence upon, among other things, the portfolio composition and quality, as well as changes in macroeconomic forecasts and loan cash flow assumptions. In addition to the allowance for credit losses, the Company maintains a separate allowance for credit losses related to off-balance sheet credit exposures, including unfunded loan commitments, and this amount is included in other liabilities within the consolidated balance sheets. For further information on the policies that govern the estimation of the allowances for credit losses levels, see Note 1 to the consolidated financial statements in the Company’s 2023 Form 10-K. ​ One of the most significant judgments involved in estimating the Company’s allowance for credit losses relates to the macroeconomic forecasts used to estimate credit losses over the reasonable and supportable forecast period. To determine our best estimate of expected credit losses as of March 31, 2024, the Company utilized a single macroeconomic alternative scenario, or S7, published by Moody’s Analytics in March 2024 that was updated to reflect the U.S. economic outlook. This alternative economic scenario expects inflation to accelerate to higher than 3 %. In response to rising inflation, Federal Reserve monetary policy raises the federal funds rate in 2024 to a terminal range of 5.75 % to 6 %. The combination of the persistent inflation, the Federal Reserve rate increases, and declining confidence causes economic growth to decelerate during the remainder of 2024 and to fall into recession in the first quarter of 2025. Significant variables that impact the modeled losses across our loan portfolios are the U.S. Real Gross Domestic Product, or GDP, growth rates and unemployment rate assumptions. Changes in these assumptions and forecasts of economic conditions could significantly affect the estimate of expected credit losses at the balance sheet date or between reporting periods. ​ During the three months ended March 31, 2023, the provision for credit losses reflected a build in the allowance related to loan portfolio changes since the prior quarter, offset by an updated economic outlook with a mild U.S. recession from fourth quarter of 2023 and recovery from the third quarter of 2024 compared to prior quarter’s U.S. recession assumption during the last three quarters of 2023. The net impact to the allowance of changes associated with individually and collectively evaluated loans during the three months ended March 31, 2023 included a provision for credit losses on individually evaluated loans of $ 0.7 million attributable to the broker-dealer loan portfolio and a provision for credit losses on collectively evaluated loans at the Bank of $ 1.5 million due to recent updates in internal risk ratings, growth in funded loan balances and renewals during the quarter. The changes in the allowance during the three months ended March 31, 2023 were also impacted by net charge-offs of $ 0.4 million. ​ During the three months ended March 31, 2024, the reversal of credit losses reflected improvements to the U.S. economic outlook, offset by increases in specific reserves within the banking segment. Specific to the Bank, the net impact to the allowance of changes associated with collectively evaluated loans during the three months ended March 31, 2024 included a reversal of credit losses of $ 7.0 million, while the net impact to the allowance of changes associated with individually evaluated loans during the three months ended March 31, 2024 included a provision for credit losses of $ 4.1 million. The changes in the allowance for credit losses during the noted periods were primarily attributable to the Bank 23 Table of Contents Hilltop Holdings Inc. and Subsidiaries Notes to Consolidated Financial Statements (continued) (Unaudited) and also reflected other factors including, but not limited to, loan mix, and changes in loan balances and qualitative factors from the prior quarter. The changes in the allowance during the three months ended March 31, 2024 were also impacted by net charge-offs of $ 4.3 million. ​ Changes in the allowance for credit losses for loans held for investment, distributed by portfolio segment, are shown below (in thousands). ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance, Provision for ​ Recoveries on Balance, ​ ​ Beginning of ​ (Reversal of) ​ Loans ​ Charged Off ​ End of Three Months Ended March 31, 2024 ​ Period ​ Credit Losses ​ Charged Off ​ Loans ​ Period Commercial real estate: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Non-owner occupied ​ $ 40,061 ​ $ 1,149 ​ $ ( 1,647 ) ​ $ — ​ $ 39,563 Owner occupied ​ ​ 28,114 ​ ​ 614 ​ ​ — ​ ​ 9 ​ ​ 28,737 Commercial and industrial ​ 20,926 ​ ​ ( 1,733 ) ​ ​ ( 2,983 ) ​ ​ 342 ​ 16,552 Construction and land development ​ 12,102 ​ ​ ( 2,095 ) ​ ​ — ​ ​ 1 ​ 10,008 1-4 family residential ​ 9,461 ​ ​ ( 728 ) ​ ​ — ​ ​ 11 ​ 8,744 Consumer ​ ​ 648 ​ ​ ( 60 ) ​ ​ ( 81 ) ​ ​ 37 ​ ​ 544 Broker-dealer ​ ​ 101 ​ ​ ( 18 ) ​ ​ — ​ ​ — ​ ​ 83 Total ​ $ 111,413 ​ $ ( 2,871 ) ​ $ ( 4,711 ) ​ $ 400 ​ $ 104,231 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance, Provision for ​ Recoveries on Balance, ​ ​ Beginning of ​ (Reversal of) ​ Loans ​ Charged Off ​ End of Three Months Ended March 31, 2023 ​ Period ​ Credit Losses ​ Charged Off ​ Loans ​ Period Commercial real estate: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Non-owner occupied ​ $ 39,247 ​ $ ( 580 ) ​ $ — ​ $ — ​ $ 38,667 Owner occupied ​ ​ 24,008 ​ ​ ( 188 ) ​ ​ ( 977 ) ​ ​ 11 ​ ​ 22,854 Commercial and industrial ​ 16,035 ​ ​ ( 53 ) ​ ​ ( 59 ) ​ ​ 692 ​ 16,615 Construction and land development ​ 6,051 ​ ​ ( 52 ) ​ ​ — ​ ​ — ​ 5,999 1-4 family residential ​ 9,313 ​ ​ 2,434 ​ ​ ( 73 ) ​ ​ 17 ​ 11,691 Consumer ​ ​ 554 ​ ​ 39 ​ ​ ( 69 ) ​ ​ 39 ​ ​ 563 Broker-dealer ​ ​ 234 ​ ​ 731 ​ ​ — ​ ​ — ​ ​ 965 Total ​ $ 95,442 ​ $ 2,331 ​ $ ( 1,178 ) ​ $ 759 ​ $ 97,354 ​ ​ Unfunded Loan Commitments ​ The Bank uses a process similar to that used in estimating the allowance for credit losses on the funded portion to estimate the allowance for credit loss on unfunded loan commitments. The allowance is based on the estimated exposure at default, multiplied by the lifetime Probability of Default grade and Loss Given Default grade for that particular loan segment. The Bank estimates expected losses by calculating a commitment usage factor based on industry usage factors. The commitment usage factor is applied over the relevant contractual period. Loss factors from the underlying loans to which commitments are related are applied to the results of the usage calculation to estimate any liability for credit losses related for each loan type. The expected losses on unfunded commitments align with statistically calculated parameters used to calculate the allowance for credit losses on the funded portion. There is no reserve calculated for letters of credit as they are issued primarily as credit enhancements and the likelihood of funding is low. ​ Changes in the allowance for credit losses for loans with off-balance sheet credit exposures are shown below (in thousands). ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended March 31, ​ 2024 2023 Balance, beginning of period ​ $ 8,876 ​ $ 7,784 Other noninterest expense ​ ​ ( 580 ) ​ ​ ( 979 ) Balance, end of period ​ $ 8,296 ​ $ 6,805 ​ The decrease in the reserve for unfunded commitments during each of the three months ended March 31, 2024 and 2023 were primarily due to decreases in both commitment balances and expected loss rates. ​ ​ ​ 24 Table of Contents Hilltop Holdings Inc. and Subsidiaries Notes to Consolidated Financial Statements (continued) (Unaudited) 7. Mortgage Servicing Rights ​ The following tables present the changes in fair value of the Company’s MSR asset and other information related to the serviced portfolio (dollars in thousands). ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended March 31, ​ ​ 2024 ​ 2023 Balance, beginning of period ​ $ 96,662 ​ $ 100,825 ​ Additions ​ 3,312 ​ 13,210 ​ Changes in fair value: ​ ​ ​ ​ ​ ​ ​ Due to changes in model inputs or assumptions (1) ​ ( 2,995 ) ​ ( 9,865 ) ​ Due to customer payoffs ​ ( 1,388 ) ​ ( 856 ) ​ Balance, end of period ​ $ 95,591 ​ $ 103,314 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, ​ December 31, ​ ​ ​ 2024 ​ 2023 ​ Mortgage loans serviced for others (2) ​ $ 5,299,744 ​ $ 5,227,404 ​ MSR asset as a percentage of serviced mortgage loans ​ 1.80 % 1.85 % (1) Primarily represents normal customer payments, the impact of changes in interest rates, changes in discount rates and prepayment speed assumptions, and the refinement of other MSR model assumptions. Included in the three months ended March 31, 2024 are MSR asset fair value adjustments totaling $ 4.8 million, which reflect the difference between the MSR carrying value and the sales price reflected in a signed letter of intent (“LOI”), dated April 9, 2024, to sell certain MSR assets. (2) Represents unpaid principal balance of mortgage loans serviced for others. ​ The key assumptions used in measuring the fair value of the Company’s MSR asset were as follows. The key assumptions noted in the table below represent the total $ 5.3 billion of serviced loan volume as of March 31, 2024, which includes $ 3.0 billion of serviced loan volume related to a signed LOI, dated April 9, 2024, to sell certain MSR assets. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, ​ ​ December 31, ​ ​ ​ ​ 2024 ​ ​ 2023 ​ ​ Weighted average constant prepayment rate 8.53 % ​ 8.65 % ​ Weighted average discount rate 13.02 % ​ 11.67 % ​ Weighted average life (in years) 8.2 ​ ​ 8.2 ​ ​ ​ A sensitivity analysis of the fair value of the Company’s MSR asset to certain key assumptions is presented in the following table (in thousands). The sensitivity analysis of the fair value of the Company’s MSR asset as presented in the table below excludes $ 3.0 billion of serviced loan volume related to previously noted LOI to sell certain MSR assets, as the loan volume would not impact the projected future changes in the assumptions. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, ​ December 31, ​ ​ 2024 2023 ​ Constant prepayment rate: ​ ​ ​ ​ ​ ​ ​ Impact of 10% adverse change ​ $ ( 1,617 ) ​ $ ( 3,511 ) ​ Impact of 20% adverse change ​ ( 3,139 ) ​ ( 6,796 ) ​ Discount rate: ​ ​ ​ ​ ​ ​ ​ Impact of 10% adverse change ​ ( 2,437 ) ​ ( 4,474 ) ​ Impact of 20% adverse change ​ ( 4,635 ) ​ ( 8,537 ) ​ ​ This sensitivity analysis presents the effect of hypothetical changes in key assumptions on the fair value of the MSR asset. The effect of such hypothetical change in assumptions generally cannot be extrapolated because the relationship of the change in one key assumption to the change in the fair value of the MSR asset is not linear. In addition, in the analysis, the impact of an adverse change in one key assumption is calculated independent of any impact on other assumptions. In reality, changes in one assumption may change another assumption. ​ 25 Table of Contents Hilltop Holdings Inc. and Subsidiaries Notes to Consolidated Financial Statements (continued) (Unaudited) Contractually specified servicing fees, late fees and ancillary fees earned of $ 8.2 million and $ 7.4 million during the three months ended March 31, 2024 and 2023, respectively, were included in net gains from sale of loans and other mortgage production income within the consolidated statements of operations. ​ 8. Deposits ​ Deposits are summarized as follows (in thousands). ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, ​ December 31, ​ ​ 2024 2023 ​ Noninterest-bearing demand ​ $ 3,028,543 ​ $ 3,007,101 ​ Interest-bearing: ​ ​ ​ ​ ​ ​ ​ Demand accounts ​ 4,236,334 ​ 4,496,682 ​ Brokered - demand ​ 155,478 ​ 156,692 ​ Money market ​ 2,004,883 ​ 1,869,809 ​ Brokered - money market ​ 10,086 ​ 8,828 ​ Savings ​ 255,223 ​ 259,745 ​ Time ​ 1,193,549 ​ 1,221,935 ​ Brokered - time ​ — ​ 42,400 ​ ​ ​ $ 10,884,096 ​ $ 11,063,192 ​ ​ ​ ​ ​ At March 31, 2024, remaining maturities of estimated uninsured time deposits greater than $250,000 were $ 544.5 million. ​ ​ 9. Short-term Borrowings ​ Short-term borrowings are summarized as follows (in thousands). ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, ​ December 31, ​ 2024 2023 Federal funds purchased ​ $ 442,808 ​ $ 459,658 ​ Securities sold under agreements to repurchase ​ 228,645 ​ 240,050 ​ Federal Home Loan Bank ​ — ​ — ​ Short-term bank loans ​ ​ — ​ ​ — ​ Commercial paper ​ 221,121 ​ 200,330 ​ ​ ​ $ 892,574 ​ $ 900,038 ​ ​ Federal Funds Purchased and Securities Sold under Agreements to Repurchase ​ Federal funds purchased and securities sold under agreements to repurchase generally mature one to ninety days from the transaction date, on demand, or on some other short-term basis. The Bank and the Hilltop Broker-Dealers execute transactions to sell securities under agreements to repurchase with both customers and other broker-dealers. Securities involved in these transactions are held by the Bank, the Hilltop Broker-Dealers or a third-party dealer. ​ 26 Table of Contents Hilltop Holdings Inc. and Subsidiaries Notes to Consolidated Financial Statements (continued) (Unaudited) Information concerning federal funds purchased and securities sold under agreements to repurchase is shown in the following tables (dollars in thousands). ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended March 31, ​ ​ ​ ​ 2024 ​ 2023 ​ Average balance during the period ​ $ 770,705 ​ $ 706,400 ​ ​ Average interest rate during the period ​ 5.50 % ​ 4.81 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, ​ December 31, ​ ​ ​ 2024 2023 ​ ​ Average interest rate at end of period ​ 5.59 % ​ 5.60 % ​ Securities underlying the agreements at end of period: ​ ​ ​ ​ ​ ​ ​ ​ Carrying value ​ $ 227,815 ​ $ 239,103 ​ ​ Estimated fair value ​ $ 256,770 ​ $ 262,408 ​ ​ ​ Federal Home Loan Bank (“FHLB”) ​ FHLB short-term borrowings mature over terms not exceeding 365 days and are collateralized by FHLB Dallas stock, nonspecified real estate loans and certain specific commercial real estate loans. Other information regarding FHLB short-term borrowings is shown in the following table (dollars in thousands). ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended March 31, ​ ​ ​ ​ 2024 ​ 2023 ​ ​ Average balance during the period ​ $ — ​ $ 146,667 ​ ​ Average interest rate during the period ​ ​ 5.71 % ​ 5.02 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Short-Term Bank Loans ​ The Hilltop Broker-Dealers use short-term bank loans periodically to finance securities owned, margin loans to customers and correspondents and underwriting activities. Interest on the borrowings varies with the federal funds rate. At March 31, 2024 there were no outstanding short-term bank loans. ​ Commercial Paper ​ Hilltop Securities uses the net proceeds (after deducting related issuance expenses) from the sale of two commercial paper programs for general corporate purposes, including working capital and the funding of a portion of its securities inventories. The commercial paper notes (“CP Notes”) may be issued with maturities of 14 days to 270 days from the date of issuance. The CP Notes are issued under two separate programs, Series 2019-1 CP Notes and Series 2019-2 CP Notes, in maximum aggregate amounts of $ 300 million and $ 200 million, respectively. The CP Notes are not redeemable prior to maturity or subject to voluntary prepayment and do not bear interest, but are sold at a discount to par. The CP Notes are secured by a pledge of collateral owned by Hilltop Securities. As of March 31, 2024, the weighted average maturity of the CP Notes was 139 days at a rate of 6.15 %, with a weighted average remaining life of 79 days . At March 31, 2024, the aggregate amount outstanding under these secured arrangements was $ 221.1 million, which was collateralized by securities held for Hilltop Securities accounts valued at $ 245.7 million. ​ 27 Table of Contents Hilltop Holdings Inc. and Subsidiaries Notes to Consolidated Financial Statements (continued) (Unaudited) 10. Notes Payable ​ Notes payable consisted of the following (in thousands). ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, ​ December 31, ​ 2024 2023 Senior Notes due April 2025, net of discount of $ 451 and $ 502 , respectively ​ $ 149,549 ​ $ 149,498 Subordinated Notes due May 2030, net of discount of $ 485 and $ 511 , respectively ​ ​ 49,515 ​ ​ 49,489 Subordinated Notes due May 2035, net of discount of $ 1,791 and $ 1,842 , respectively ​ ​ 148,209 ​ ​ 148,158 ​ ​ $ 347,273 ​ $ 347,145 ​ ​ ​ 11. Leases ​ Supplemental balance sheet information related to finance leases is as follows (in thousands). ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, ​ December 31, ​ ​ ​ 2024 ​ 2023 ​ Finance leases: ​ ​ ​ ​ ​ ​ ​ Premises and equipment ​ $ 7,780 ​ $ 7,780 ​ Accumulated depreciation ​ ​ ( 6,685 ) ​ ​ ( 6,537 ) ​ Premises and equipment, net ​ $ 1,095 ​ $ 1,243 ​ ​ The components of lease costs, including short-term lease costs, are as follows (in thousands). ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended March 31, ​ ​ ​ 2024 ​ 2023 ​ Operating lease cost ​ $ 8,560 ​ $ 8,729 ​ Less operating lease and sublease income ​ ​ ( 681 ) ​ ​ ( 633 ) ​ Net operating lease cost ​ $ 7,879 ​ $ 8,096 ​ ​ ​ ​ ​ ​ ​ ​ ​ Finance lease cost: ​ ​ ​ ​ ​ ​ ​ Amortization of ROU assets ​ $ 147 ​ $ 147 ​ Interest on lease liabilities ​ ​ 95 ​ ​ 112 ​ Total finance lease cost ​ $ 242 ​ $ 259 ​ ​ Supplemental cash flow information related to leases is as follows (in thousands). ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended March 31, ​ ​ ​ 2024 ​ 2023 ​ Cash paid for amounts included in the measurement of lease liabilities: ​ ​ ​ ​ ​ ​ ​ Operating cash flows from operating leases ​ $ 9,308 ​ $ 10,024 ​ Operating cash flows from finance leases ​ ​ 97 ​ ​ 113 ​ Financing cash flows from finance leases ​ ​ 229 ​ ​ 199 ​ Right-of-use assets obtained in exchange for lease obligations: ​ ​ ​ ​ ​ ​ ​ Operating leases ​ $ 13,400 ​ $ 4,924 ​ Finance leases ​ ​ — ​ ​ — ​ ​ ​ 28 Table of Contents Hilltop Holdings Inc. and Subsidiaries Notes to Consolidated Financial Statements (continued) (Unaudited) Information regarding the lease terms and discount rates of the Company’s leases is as follows. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, 2024 ​ December 31, 2023 ​ ​ Weighted Average ​ ​ ​ Weighted Average ​ ​ ​ ​ Remaining Lease ​ Weighted Average ​ Remaining Lease ​ Weighted Average Lease Classification ​ Term (Years) ​ Discount Rate ​ Term (Years) ​ Discount Rate Operating ​ 5.4 ​ 5.19 % ​ 5.3 ​ 4.59 % Finance ​ 3.1 ​ 5.02 % ​ 3.3 ​ 4.98 % ​ Future minimum lease payments under lease agreements as of March 31, 2024, are presented below (in thousands). ​ ​ ​ ​ ​ ​ ​ ​ Operating Leases ​ Finance Leases 2024 $ 23,323 ​ $ 838 2025 ​ 27,935 ​ ​ 886 2026 ​ 22,124 ​ ​ 813 2027 ​ 17,433 ​ ​ 448 2028 ​ 13,246 ​ ​ 149 Thereafter ​ 26,781 ​ ​ — Total minimum lease payments ​ 130,842 ​ ​ 3,134 Less amount representing interest ​ ( 16,324 ) ​ ​ ( 815 ) Lease liabilities $ 114,518 ​ $ 2,319 ​ As of March 31, 2024, the Company had additional operating leases that have not yet commenced with aggregate future minimum lease payments of approximately $ 0.2 million. These operating leases are expected to commence in May 2024 with lease terms of three years . ​ 12. Income Taxes ​ The Company applies an estimated annual effective rate to interim period pre-tax income to calculate the income tax provision for the quarter in accordance with the principal method prescribed by the accounting guidance established for computing income taxes in interim periods. The Company’s effective tax rates were 22.5 % and 11.6 % for the three months ended March 31, 2024 and 2023, respectively. The effective tax rate during the three months ended March 31, 2023 was lower than the applicable statutory rate primarily due to the impacts of excess tax benefits on share-based payment awards, investments in tax-exempt instruments and changes in accumulated tax reserves, partially offset by nondeductible expenses. During the three months ended March 31, 2024, the effective tax rate was higher than the applicable statutory rate primarily due to the impact of nondeductible expenses, nondeductible compensation expense and other permanent adjustments, partially offset by the discrete impact of restricted stock vesting during the quarter and investments in tax-exempt instruments. ​ 13. Commitments and Contingencies ​ Legal Matters ​ The Company is subject to loss contingencies related to litigation, claims, investigations and legal and administrative cases and proceedings arising in the ordinary course of business. The Company evaluates these contingencies based on information currently available, including advice of counsel. The Company establishes accruals for those matters when a loss contingency is considered probable and the related amount is reasonably estimable. Any accruals are periodically reviewed and may be adjusted as circumstances change. A portion of the Company’s exposure with respect to loss contingencies may be offset by applicable insurance coverage. In determining the amounts of any accruals or estimates of possible loss contingencies, the Company does not take into account the availability of insurance coverage. When it is practicable, the Company estimates loss contingencies for possible litigation and claims, whether or not there is an accrued probable loss. When the Company is able to estimate such probable losses, and when it estimates that it is reasonably possible it could incur losses in excess of amounts accrued, the Company is required to make a disclosure of the aggregate estimation. As available information changes, however, the matters for which the Company is able to estimate, as well as the estimates themselves, will be adjusted accordingly. 29 Table of Contents Hilltop Holdings Inc. and Subsidiaries Notes to Consolidated Financial Statements (continued) (Unaudited) ​ Assessments of litigation and claims exposures are difficult due to many factors that involve inherent unpredictability. Those factors include the following: the varying stages of the proceedings, particularly in the early stages; unspecified, unsupported, or uncertain damages; damages other than compensatory, such as punitive damages; a matter presenting meaningful legal uncertainties, including novel issues of law; multiple defendants and jurisdictions; whether discovery has begun or is complete; whether meaningful settlement discussions have commenced; and whether the claim involves a class action and if so, how the class is defined. As a result of some of these factors, the Company may be unable to estimate reasonably possible losses with respect to some or all of the pending and threatened litigation and claims asserted against the Company. ​ The Company is involved in information-gathering requests and investigations (both formal and informal), as well as reviews, examinations and proceedings (collectively, “Inquiries”) by various governmental regulatory agencies, law enforcement authorities and self-regulatory bodies regarding certain of its businesses, business practices and policies, as well as the conduct of persons with whom it does business. Additional Inquiries will arise from time to time. In connection with those Inquiries, the Company receives document requests, subpoenas and other requests for information. The Inquiries could develop into administrative, civil or criminal proceedings or enforcement actions that could result in consequences that have a material effect on the Company’s consolidated financial position, results of operations or cash flows as a whole. Such consequences could include adverse judgments, findings, settlements, penalties, fines, orders, injunctions, restitution, or alterations in the Company’s business practices, and could result in additional expenses and collateral costs, including reputational damage. ​ On March 25, 2024, the Hilltop Broker-Dealers voluntarily reported to the SEC that off-channel communications may have occurred. Hilltop Securities currently is conducting that review. ​ On June 8, 2022, WR Investments, LP (“WR”) filed claims against Hilltop Securities, et al. through FINRA Dispute Resolution, Midwest Region. WR alleges it suffered a $ 13.0 million loss in its sale of subordinated bonds related to a portfolio of senior living facilities sold by an affiliate of WR. Hilltop Securities believes the claims are without merit and intends to vigorously defend against such claims. There can be no assurance, however, that Hilltop Securities will be successful. At present, Hilltop Securities is unable to estimate the probability or amount of potential losses, if any, related to these claims. ​ In September 2020, PrimeLending received an investigative inquiry from the United States Attorney for the Western District of Virginia regarding PrimeLending’s float down option. The United States Attorney has issued grand jury subpoenas to PrimeLending and PlainsCapital Bank for additional materials regarding this matter. PrimeLending has, and PrimeLending and PlainsCapital Bank will, cooperate with requests for information with respect to this matter. ​ While the final outcome of litigation and claims exposures or of any Inquiries is inherently unpredictable, management is currently of the opinion that the outcome of pending and threatened litigation and inquiries will not, except related to specific matters disclosed above, have a material effect on the Company’s business, consolidated financial position, results of operations or cash flows as a whole. However, in the event of unexpected future developments, it is reasonably possible that an adverse outcome in any matter, including the matters discussed above, could be material to the Company’s business, consolidated financial position, results of operations or cash flows for any particular reporting period of occurrence. ​ Indemnification Liability Reserve ​ The mortgage origination segment may be responsible to agencies, investors, or other parties for errors or omissions relating to its representations and warranties that each loan sold meets certain requirements, including representations as to underwriting standards and the validity of certain borrower representations in connection with the loan. If determined to be at fault, the mortgage origination segment either repurchases the affected loan from or indemnifies the claimant against loss. The mortgage origination segment has established an indemnification liability reserve for such probable losses. ​ 30 Table of Contents Hilltop Holdings Inc. and Subsidiaries Notes to Consolidated Financial Statements (continued) (Unaudited) Generally, the mortgage origination segment first becomes aware that an agency, investor, or other party believes a loss has been incurred on a sold loan when it receives a written request from the claimant to repurchase the loan or reimburse the claimant’s losses. Upon completing its review of the claimant’s request, the mortgage origination segment establishes a specific claims reserve for the loan if it concludes its obligation to the claimant is both probable and reasonably estimable. ​ An additional reserve has been established for probable agency, investor or other party losses that may have been incurred, but not yet reported to the mortgage origination segment based upon a reasonable estimate of such losses. Factors considered in the calculation of this reserve include, but are not limited to, the total volume of loans sold exclusive of specific claimant requests, actual claim inquiries, claim settlements and the severity of estimated losses resulting from future claims, and the mortgage origination segment’s history of successfully curing defects identified in claim requests. ​ While the mortgage origination segment’s sales contracts typically include borrower early payment default repurchase provisions, these provisions have not been a primary driver of claims to date, and therefore, are not a primary factor considered in the calculation of this reserve. ​ At March 31, 2024 and December 31, 2023, the mortgage origination segment’s indemnification liability reserve totaled $ 9.8 million and $ 11.7 million, respectively. The provision for indemnification losses was $ 0.3 million during both the three months ended March 31, 2024 and 2023, respectively. ​ The following tables provide for a rollforward of claims activity for loans put-back to the mortgage origination segment based upon an alleged breach of a representation or warranty with respect to a loan sold and related indemnification liability reserve activity (in thousands). ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Representation and Warranty Specific Claims ​ ​ Activity - Origination Loan Balance ​ ​ Three Months Ended March 31, ​ 2024 2023 Balance, beginning of period ​ $ 26,909 ​ $ 31,244 Claims made ​ 10,309 ​ 14,415 Claims resolved with no payment ​ ( 6,469 ) ​ ( 5,548 ) Repurchases ​ ( 6,784 ) ​ ( 9,908 ) Indemnification payments ​ ( 486 ) ​ ( 3,006 ) Balance, end of period ​ $ 23,479 ​ $ 27,197 ​ ​ ​ ​ ​ ​ ​ ​ ​ Indemnification Liability Reserve Activity ​ Three Months Ended March 31, ​ ​ 2024 2023 Balance, beginning of period ​ $ 11,691 ​ $ 20,528 Additions for new sales ​ 335 ​ 347 Repurchases ​ ( 1,856 ) ​ ( 2,360 ) Early payment defaults ​ ( 320 ) ​ ( 98 ) Indemnification payments ​ ( 79 ) ​ ( 147 ) Change in reserves for loans sold in prior years ​ — ​ — Balance, end of period ​ $ 9,771 ​ $ 18,270 ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, ​ December 31, ​ 2024 ​ 2023 Reserve for Indemnification Liability: ​ ​ ​ ​ ​ ​ Specific claims ​ $ 928 ​ $ 951 Incurred but not reported claims ​ 8,843 ​ 10,740 Total ​ $ 9,771 ​ $ 11,691 ​ 31 Table of Contents Hilltop Holdings Inc. and Subsidiaries Notes to Consolidated Financial Statements (continued) (Unaudited) Although management considers the total indemnification liability reserve to be appropriate, there may be changes in the reserve over time to address incurred losses due to unanticipated adverse changes in the economy and historical loss patterns, discrete events adversely affecting specific borrowers or industries, and/or actions taken by institutions or investors. The impact of such matters is considered in the reserving process when probable and estimable. ​ 14. Financial Instruments with Off-Balance Sheet Risk ​ Banking ​ The Bank is party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments include commitments to extend credit and standby letters of credit that involve varying degrees of credit and interest rate risk in excess of the amount recognized in the consolidated financial statements. Such financial instruments are recorded in the consolidated financial statements when they are funded or related fees are incurred or received. The contract amounts of those instruments reflect the extent of involvement (and therefore the exposure to credit loss) the Bank has in particular classes of financial instruments. ​ Commitments to extend credit are agreements to lend to a customer provided that the terms established in the contract are met. Commitments generally have fixed expiration dates and may require payment of fees. Because some commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. Standby letters of credit are conditional commitments issued to guarantee the performance of a customer to a third-party. These letters of credit are primarily issued to support public and private borrowing arrangements. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan commitments to customers. ​ In the aggregate, the Bank had outstanding unused commitments to extend credit of $ 2.1 billion at March 31, 2024 and outstanding financial and performance standby letters of credit of $ 61.8 million at March 31, 2024. ​ The Bank uses the same credit policies in making commitments and standby letters of credit as it does for loans held for investment. The amount of collateral obtained, if deemed necessary, in these transactions is based on management’s credit evaluation of the borrower. Collateral held varies but may include real estate, accounts receivable, marketable securities, interest-bearing deposit accounts, inventory, and property, plant and equipment. ​ Broker-Dealer ​ In the normal course of business, the Hilltop Broker-Dealers execute, settle, and finance various securities transactions that may expose the Hilltop Broker-Dealers to off-balance sheet risk in the event that a customer or counterparty does not fulfill its contractual obligations. Examples of such transactions include the sale of securities not yet purchased by customers or for the accounts of the Hilltop Broker-Dealers, use of derivatives to support certain non-profit housing organization clients and to hedge changes in the fair value of certain securities, clearing agreements between the Hilltop Broker-Dealers and various clearinghouses and broker-dealers, secured financing arrangements that involve pledged securities, and when-issued underwriting and purchase commitments. ​ 15. Stock-Based Compensation ​ During the three months ended March 31, 2024 and 2023, Hilltop granted 3,968 and 5,101 shares of common stock, respectively, pursuant to the Hilltop Holdings Inc. 2020 Equity Incentive Plan (the “2020 Equity Plan”) to certain non-employee members of the Company’s board of directors for services rendered to the Company. ​ 32 Table of Contents Hilltop Holdings Inc. and Subsidiaries Notes to Consolidated Financial Statements (continued) (Unaudited) Restricted Stock Units ​ The following table summarizes information about stock-based incentive awards issued pursuant to the 2020 Equity Plan and nonvested restricted stock unit (“RSU”) activity for the three months ended March 31, 2024 (shares in thousands). ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ RSUs ​ ​ ​ ​ ​ Weighted ​ ​ ​ ​ ​ Average ​ ​ ​ ​ ​ Grant Date ​ ​ Outstanding Fair Value Balance, December 31, 2023 ​ 1,252 ​ $ 34.10 ​ Granted ​ 512 ​ $ 30.53 ​ Vested/Released ​ ( 519 ) ​ $ 33.01 ​ Forfeited ​ ( 2 ) ​ $ 32.57 Balance, March 31, 2024 ​ 1,243 ​ $ 33.09 ​ Vested/Released RSUs include an aggregate of 89,302 shares withheld to satisfy employee statutory tax obligations during the three months ended March 31, 2024. ​ During the three months ended March 31, 2024, the Compensation Committee of the board of directors of the Company awarded certain executives and key employees an aggregate of 415,405 RSUs pursuant to the 2020 Equity Plan. Of the RSUs granted during the three months ended March 31, 2024, 310,690 that were outstanding at March 31, 2024, are subject to time-based vesting conditions and generally cliff vest on the third anniversary of the grant date. Of the RSUs granted during the three months ended March 31, 2024, 103,995 that were outstanding at March 31, 2024 , provide for cliff vesting based upon the achievement of certain performance goals over a three-year period. ​ At March 31, 2024, in the aggregate, 915,509 of the outstanding RSUs are subject to time-based vesting conditions and generally cliff vest on the third anniversary of the grant date, and 327,626 outstanding RSUs cliff vest based upon the achievement of certain performance goals over a three-year period. At March 31, 2024 , unrecognized compensation expense related to outstanding RSUs of $ 22.5 million is expected to be recognized over a weighted average period of 1.84 years. ​ 16. Regulatory Matters ​ Banking and Hilltop ​ PlainsCapital, which includes the Bank and PrimeLending, and Hilltop are subject to various regulatory capital requirements administered by federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory — and possibly additional discretionary — actions by regulators that, if undertaken, could have a direct, material effect on the consolidated financial statements. The regulations require PlainsCapital and Hilltop to meet specific capital adequacy guidelines that involve quantitative measures of assets, liabilities and certain off-balance sheet items as calculated under regulatory accounting practices. The Company performs reviews of the classification and calculation of risk-weighted assets to ensure accuracy and compliance with the Basel III regulatory capital requirements as implemented by the Board of Governors of the Federal Reserve System. The capital classifications are also subject to qualitative judgments by the regulators about components, risk weightings and other factors. Quantitative measures established by regulation to ensure capital adequacy require the companies to maintain minimum amounts and ratios (set forth in the following table) of Tier 1 capital (as defined in the regulations) to total average assets (as defined), and minimum ratios of common equity Tier 1, Tier 1 and total capital (as defined) to risk-weighted assets (as defined). ​ In order to avoid limitations on capital distributions, including dividend payments, stock repurchases and certain discretionary bonus payments to executive officers, Basel III requires banking organizations to maintain a capital conservation buffer above minimum risk-based capital requirements measured relative to risk-weighted assets. ​ 33 Table of Contents Hilltop Holdings Inc. and Subsidiaries Notes to Consolidated Financial Statements (continued) (Unaudited) The following table shows PlainsCapital’s and Hilltop’s actual capital amounts and ratios in accordance with Basel III compared to the regulatory minimum capital requirements including conservation buffer ratio in effect at the end of the period (dollars in thousands). Based on actual capital amounts and ratios shown in the following table, PlainsCapital’s ratios place it in the “well capitalized” (as defined) capital category under regulatory requirements. Actual capital amounts and ratios as of March 31, 2024 reflect PlainsCapital’s and Hilltop’s decision to elect the transition option as issued by the federal banking regulatory agencies in March 2020 that permits banking institutions to mitigate the estimated cumulative regulatory capital effects from CECL over a five-year transitionary period through December 31, 2024. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Minimum ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Capital ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Requirements ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Including ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Conservation ​ To Be Well ​ ​ March 31, 2024 ​ December 31, 2023 ​ Buffer ​ Capitalized ​ Amount Ratio Amount Ratio Ratio Ratio Tier 1 capital (to average assets): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ PlainsCapital ​ $ 1,430,850 11.00 % $ 1,407,660 10.55 % 4.0 % 5.0 % Hilltop ​ 1,980,114 12.49 % 1,974,918 12.23 % 4.0 % N/A ​ Common equity Tier 1 capital (to risk-weighted assets): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ PlainsCapital ​ ​ 1,430,850 15.87 % ​ 1,407,660 15.44 % 7.0 % 6.5 % Hilltop ​ ​ 1,980,114 19.73 % ​ 1,974,918 19.32 % 7.0 % N/A ​ Tier 1 capital (to risk-weighted assets): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ PlainsCapital ​ 1,430,850 15.87 % 1,407,660 15.44 % 8.5 % 8.0 % Hilltop ​ 1,980,114 19.73 % 1,974,918 19.32 % 8.5 % N/A ​ Total capital (to risk-weighted assets): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ PlainsCapital ​ 1,538,101 17.06 % 1,511,239 16.58 % 10.5 % 10.0 % Hilltop ​ 2,287,216 22.79 % 2,284,357 22.34 % 10.5 % N/A ​ ​ Broker-Dealer ​ Pursuant to the net capital requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), Hilltop Securities has elected to determine its net capital requirements using the alternative method. Accordingly, Hilltop Securities is required to maintain minimum net capital, as defined in Rule 15c3-1 promulgated under the Exchange Act, equal to the greater of $1,000,000 or 2% of aggregate debit balances, as defined in Rule 15c3-3 promulgated under the Exchange Act. Additionally, the net capital rule of the NYSE provides that equity capital may not be withdrawn or cash dividends paid if resulting net capital would be less than 5% of the aggregate debit items. Momentum Independent Network follows the primary (aggregate indebtedness) method, as defined in Rule 15c3-1 promulgated under the Exchange Act, which requires the maintenance of the larger of $250,000 or 6-2/3% of aggregate indebtedness. ​ At March 31, 2024, the net capital position of each of the Hilltop Broker-Dealers was as follows (in thousands). ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Momentum ​ ​ ​ Hilltop ​ Independent ​ ​ Securities Network Net capital ​ $ 278,638 ​ $ 4,477 ​ Less: required net capital ​ ​ 6,225 ​ ​ 250 ​ Excess net capital ​ $ 272,413 ​ $ 4,227 ​ ​ ​ ​ ​ ​ ​ ​ ​ Net capital as a percentage of aggregate debit items ​ ​ 89.5 % ​ ​ ​ Net capital in excess of 5% aggregate debit items ​ $ 263,076 ​ ​ ​ ​ ​ Under certain conditions, Hilltop Securities may be required to segregate cash and securities in a special reserve account for the benefit of customers under Rule 15c3-3 promulgated under the Exchange Act. Assets segregated for regulatory purposes under the provisions of the Exchange Act are restricted and not available for general corporate purposes. At March 31, 2024 and December 31, 2023, the Hilltop Broker-Dealers held cash of $ 70.7 million and $ 57.4 million, 34 Table of Contents Hilltop Holdings Inc. and Subsidiaries Notes to Consolidated Financial Statements (continued) (Unaudited) respectively, segregated in special reserve bank accounts for the benefit of customers. The Hilltop Broker-Dealers were not required to segregate cash and securities in special reserve accounts for the benefit of proprietary accounts of introducing broker-dealers at March 31, 2024. ​ Mortgage Origination ​ As a mortgage originator, PrimeLending and its subsidiaries are subject to minimum capital, net worth and liquidity requirements established by HUD and GNMA, as applicable. On an annual basis, PrimeLending and its subsidiaries submit audited financial statements to HUD and GNMA documenting their respective compliance with minimum capital, net worth and liquidity requirements, including timely reporting if a quarter’s operating loss exceeds more than 20 % of its previous quarter or year-end net worth (“the operating loss ratio”) and/or if a quarter’s capital ratio is below 6 % (“the GNMA capital ratio”). If this occurs, certain additional financial reporting submissions are required. As of March 31, 2024, PrimeLending and its subsidiaries’ operating loss ratio was 22.6 %. As of March 31, 2024, PrimeLending failed the GNMA minimum capital ratio requirement of 6 % with a ratio of 5.56 %. These trends have been reported to HUD and GNMA. As of March 31, 2024, PrimeLending and its subsidiaries’ net worth and liquidity exceeded the amounts required by both HUD and GNMA, as applicable. ​ 17. Stockholders’ Equity ​ Dividends ​ During the three months ended March 31, 2024 and 2023, the Company declared and paid cash dividends of $ 0.17 and $ 0.16 per common share, or an aggregate of $ 11.1 million and $ 10.4 million, respectively. ​ On April 18, 2024, Hilltop’s board of directors declared a quarterly cash dividend of $ 0.17 per common share, payable on May 24, 2024, to all common stockholders of record as of the close of business on May 10, 2024. ​ Stock Repurchases ​ In January 2024, the Hilltop board of directors authorized a new stock repurchase program through January 2025, pursuant to which the Company is authorized to repurchase, in the aggregate, up to $ 75.0 million of our outstanding common stock, inclusive of repurchases to offset dilution related to grants of stock-based compensation. During the three months ended March 31, 2024, Hilltop paid $ 9.9 million to repurchase an aggregate of 320,042 shares of our common stock at an average price of $ 31.04 per share pursuant to the stock repurchase program. ​ The Company’s stock repurchase program, prior year repurchases, and related accounting policy are discussed in detail in Note 1 and Note 22 to the consolidated financial statements included in the Company’s 2023 Form 10-K. ​ 35 Table of Contents Hilltop Holdings Inc. and Subsidiaries Notes to Consolidated Financial Statements (continued) (Unaudited) 18. Derivative Financial Instruments ​ The Company uses various derivative financial instruments to mitigate interest rate risk. The Bank’s interest rate risk management strategy involves effectively managing the re-pricing characteristics of certain assets and liabilities to mitigate potential adverse impacts from changes in interest rates on the Bank’s net interest margin. Additionally, the Bank manages variability of cash flows associated with its variable rate debt in interest-related cash outflows with interest rate swap contracts. PrimeLending has interest rate risk relative to interest rate lock commitments (“IRLCs”) and its inventory of mortgage loans held for sale. PrimeLending is exposed to such interest rate risk from the time an IRLC is made to an applicant to the time the related mortgage loan is sold. To mitigate interest rate risk, PrimeLending executes forward commitments to sell mortgage-backed securities (“MBSs”) and futures contracts. Additionally, PrimeLending has interest rate risk relative to its MSR asset and uses derivative instruments, including U.S. Treasury bond futures and options to hedge this risk. The Hilltop Broker-Dealers use forward commitments to both purchase and sell MBSs to facilitate customer transactions and as a means to hedge related exposure to interest rate risk in certain inventory positions. Additionally, Hilltop Securities uses various derivative instruments, including U.S. Treasury bond futures and options, futures contracts, credit default swaps and municipal market data (“MMD”) rate locks, to hedge changes in the fair value of its securities. ​ Non-Hedging Derivative Instruments and the Fair Value Option ​ As discussed in Note 3 to the consolidated financial statements, the Company has elected to measure substantially all mortgage loans held for sale at fair value under the provisions of the Fair Value Option. The election provides the opportunity to mitigate volatility in reported earnings caused by measuring related assets and liabilities differently without applying hedge accounting provisions. The fair values of PrimeLending’s IRLCs and forward commitments are recorded in other assets or other liabilities, as appropriate, and changes in the fair values of these derivative instruments are recorded as a component of net gains from sale of loans and other mortgage production income. These changes in fair value are attributable to changes in the volume of IRLCs, mortgage loans held for sale, commitments to purchase and sell MBSs and MSR assets, and changes in market interest rates. Changes in market interest rates also conversely affect the value of PrimeLending’s mortgage loans held for sale and its MSR asset, which are measured at fair value under the Fair Value Option. The effect of the change in market interest rates on PrimeLending’s loans held for sale and MSR asset is discussed in Note 7 to the consolidated financial statements. The fair values of the Hilltop Broker-Dealers’ and the Bank’s derivative instruments are recorded in other assets or other liabilities, as appropriate. Changes in the fair value of derivatives are presented in the following table (in thousands). ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended March 31, ​ ​ 2024 2023 Increase (decrease) in fair value of derivatives during period: ​ ​ ​ ​ ​ ​ PrimeLending ​ $ 10,626 ​ $ 4,897 Hilltop Broker-Dealers ​ ​ ( 3,945 ) ​ ​ ( 21,180 ) Bank ​ ​ ( 11 ) ​ ​ ( 12 ) ​ Hedging Derivative Instruments ​ The Company has entered into interest rate swap contracts to manage the exposure to changes in fair value associated with certain available for sale fixed rate collateralized mortgage-backed securities and fixed rate loans held for investment attributable to changes in the designated benchmark interest rate. Certain of these fair value hedges have been designated as a portfolio layer, which provides the Company the ability to execute a fair value hedge of the interest rate risk associated with a portfolio of similar prepayable assets whereby the last dollar amount estimated to remain in the portfolio of assets is identified as the hedged item. Additionally, the Company has outstanding interest rate swap contracts designated as cash flow hedges and utilized to manage the variability of cash flows associated with its variable rate borrowings. ​ Under each of its interest rate swap contracts designated as cash flow hedges, the Company receives a floating rate and pays a fixed rate on the outstanding notional amount. The Company assesses the hedge effectiveness both at the onset of the hedge and at regular intervals throughout the life of the derivative. To the extent that the derivative instruments are 36 Table of Contents Hilltop Holdings Inc. and Subsidiaries Notes to Consolidated Financial Statements (continued) (Unaudited) highly effective in offsetting the variability of the hedged cash flows or fair value, changes in the fair value of the derivatives designated as hedges of cash flows are included as a component of accumulated other comprehensive income or loss on the Company’s consolidated balance sheets and changes in the fair value of the derivatives designated as hedges of fair value are included in current earnings. Although the Company has determined at the onset of the hedges that the derivative instruments will be highly effective hedges throughout the term of the contract, any portion of derivative instruments subsequently determined to be ineffective will be recognized in earnings. ​ Derivative positions are presented in the following table (in thousands). ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, 2024 ​ December 31, 2023 ​ Notional Estimated Notional Estimated ​ ​ Amount ​ Fair Value ​ Amount ​ Fair Value Derivative instruments (not designated as hedges): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ IRLCs ​ $ 622,902 ​ $ 9,999 ​ $ 383,767 ​ $ 7,734 Commitments to purchase MBSs ​ 974,248 ​ 4,000 ​ 1,470,142 ​ 15,666 Commitments to sell MBSs ​ ​ 1,917,326 ​ ( 2,134 ) ​ 2,222,225 ​ ( 17,870 ) Interest rate swaps ​ ​ 54,500 ​ ( 286 ) ​ 33,500 ​ ( 5,349 ) Interest rate swaps back-to-back (asset) (1) ​ ​ 1,421 ​ ​ 99 ​ ​ 1,421 ​ 176 Interest rate swaps back-to-back (liability) (1) ​ ​ 1,421 ​ ​ ( 102 ) ​ ​ 1,421 ​ ( 191 ) U.S. Treasury bond futures and options (2) ​ ​ 292,900 ​ 43 ​ 306,200 ​ 430 Interest rate and other futures (2) ​ ​ 264,200 ​ — ​ 224,800 ​ — Credit default swaps ​ ​ 16,000 ​ ( 12 ) ​ — ​ — Warrants ​ ​ 791 ​ 820 ​ 866 ​ 820 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Derivative instruments (designated as hedges): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Interest rate swaps designated as cash flow hedges ​ $ 355,000 ​ $ 14,676 ​ $ 410,000 ​ $ 14,277 Interest rate swaps designated as fair value hedges (3) ​ ​ 325,113 ​ ​ 39,817 ​ ​ 325,193 ​ ​ 34,799 ​ (1) Noted derivative instruments include both customer-facing derivatives as well as offsetting derivatives facing other dealer banks. The fair value of these derivatives include a net credit valuation adjustment that was nominal at March 31, 2024 and December 31, 2023, respectively, reducing the fair value of the liability. (2) Noted derivative instruments include contracts between the Hilltop Broker-Dealers and PrimeLending and their respective counterparties with changes in fair value of the contracts that are settled daily. (3) The Company designated $ 325.3 million and $ 325.3 million as the hedged amount (from a closed portfolio of prepayable available for sale securities and loans held for investment with a carrying value of $ 285.1 million and $ 290.2 million as of March 31, 2024 and December 31, 2023, respectively), of which, a subset of these hedges are in portfolio layer hedging relationships. The cumulative basis adjustment included in the carrying value of the hedged items totaled $ 40.0 million and $ 35.0 million as of March 31, 2024 and December 31, 2023, respectively. ​ The Bank and PrimeLending held aggregate cash collateral advances of $ 57.4 million and $ 51.8 million to offset net asset derivative positions on its commitments to sell MBSs and derivative instruments designated as hedges at March 31, 2024 and December, 31, 2023, respectively. PrimeLending had advanced cash collateral totaling $ 0.8 million and $ 14.7 million to offset net liability positions on its commitments to sell MBSs at March 31, 2024 and December 31, 2023, respectively. In addition, PrimeLending and the Hilltop Broker-Dealers had advanced cash collateral totaling $ 8.2 million and $ 7.6 million on various derivative instruments at March 31, 2024 and December 31, 2023, respectively. These cash collateral amounts are included in either other assets or other liabilities within the consolidated balance sheets. ​ Derivatives on Behalf of Customers ​ The Bank offers derivative contracts to certain customers in connection with their risk management needs. These derivatives include back-to-back interest rate swaps. The Bank manages the risk associated with these contracts by entering into an equal and offsetting derivative with a third-party dealer bank. These derivatives generally work together as an economic interest rate hedge, but the Bank does not designate them for hedge accounting treatment. Consequently, changes in fair value of the corresponding derivative financial asset or liability were recorded as either a charge or credit to current earnings during the period in which the changes in fair value occurred, typically resulting in no net earnings impact. ​ 37 Table of Contents Hilltop Holdings Inc. and Subsidiaries Notes to Consolidated Financial Statements (continued) (Unaudited) 19. Balance Sheet Offsetting ​ Certain financial instruments, including resale and repurchase agreements, securities lending arrangements and derivatives, may be eligible for offset in the consolidated balance sheets and/or subject to master netting arrangements or similar agreements. The Company’s accounting policy is to present required disclosures related to collateral and derivative positions on a gross basis. ​ The following tables present the assets and liabilities subject to enforceable master netting arrangements, repurchase agreements, or similar agreements with offsetting rights (in thousands). ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Gross Amounts Not Offset in ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net Amounts ​ the Balance Sheet ​ ​ ​ ​ Gross Amounts Gross Amounts of Assets ​ Cash ​ ​ ​ of Recognized ​ Offset in the ​ Presented in the ​ Financial ​ Collateral ​ Net ​ ​ Assets ​ Balance Sheet ​ Balance Sheet ​ Instruments ​ Pledged ​ Amount March 31, 2024 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Securities borrowed: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Institutional counterparties ​ $ 1,398,644 ​ $ — ​ $ 1,398,644 ​ $ ( 1,336,220 ) ​ $ — ​ $ 62,424 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Interest rate swaps: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Institutional counterparties ​ ​ 54,725 ​ ​ — ​ ​ 54,725 ​ ​ — ​ ​ ( 54,592 ) ​ ​ 133 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Reverse repurchase agreements: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Institutional counterparties ​ ​ 91,608 ​ ​ — ​ ​ 91,608 ​ ​ ( 91,515 ) ​ ​ — ​ ​ 93 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Forward MBS derivatives: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Institutional counterparties ​ 5,344 ​ — ​ 5,344 ​ ( 583 ) ​ — ​ 4,761 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Treasury futures and options derivatives: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Institutional counterparties ​ ​ 43 ​ ​ — ​ ​ 43 ​ ​ — ​ ​ — ​ ​ 43 ​ ​ $ 1,550,364 ​ $ — ​ $ 1,550,364 ​ $ ( 1,428,318 ) ​ $ ( 54,592 ) ​ $ 67,454 December 31, 2023 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Securities borrowed: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Institutional counterparties ​ $ 1,406,937 ​ $ — ​ $ 1,406,937 ​ $ ( 1,332,856 ) ​ $ — ​ $ 74,081 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Interest rate swaps: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Institutional counterparties ​ ​ 49,253 ​ ​ — ​ ​ 49,253 ​ ​ — ​ ​ ( 49,253 ) ​ ​ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Reverse repurchase agreements: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Institutional counterparties ​ ​ 80,011 ​ ​ — ​ ​ 80,011 ​ ​ ( 80,011 ) ​ ​ — ​ ​ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Forward MBS derivatives: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Institutional counterparties ​ ​ 16,755 ​ ​ — ​ ​ 16,755 ​ ​ ( 194 ) ​ ​ — ​ ​ 16,561 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Treasury futures and options derivatives: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Institutional counterparties ​ ​ 430 ​ ​ — ​ ​ 430 ​ ​ — ​ ​ — ​ ​ 430 ​ ​ $ 1,553,386 ​ $ — ​ $ 1,553,386 ​ $ ( 1,413,061 ) ​ $ ( 49,253 ) ​ $ 91,072 ​ 38 Table of Contents Hilltop Holdings Inc. and Subsidiaries Notes to Consolidated Financial Statements (continued) (Unaudited) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Gross Amounts Not Offset in ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net Amounts ​ the Balance Sheet ​ ​ ​ ​ Gross Amounts Gross Amounts of Liabilities ​ Cash ​ ​ ​ of Recognized ​ Offset in the ​ Presented in the ​ Financial ​ Collateral ​ Net ​ ​ Liabilities ​ Balance Sheet ​ Balance Sheet ​ Instruments ​ Pledged ​ Amount March 31, 2024 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Securities loaned: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Institutional counterparties ​ $ 1,366,956 ​ $ — ​ $ 1,366,956 ​ $ ( 1,302,924 ) ​ $ — ​ $ 64,032 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Interest rate swaps: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Institutional counterparties ​ 419 ​ — ​ 419 ​ — ​ — ​ 419 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Credit default swaps: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Institutional counterparties ​ ​ 12 ​ — ​ 12 ​ — ​ — ​ 12 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Repurchase agreements: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Institutional counterparties ​ 227,815 ​ — ​ 227,815 ​ ( 227,815 ) ​ — ​ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Forward MBS derivatives: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Institutional counterparties ​ 3,478 ​ — ​ 3,478 ​ ( 583 ) ​ ( 785 ) ​ 2,110 ​ ​ $ 1,598,680 ​ $ — ​ $ 1,598,680 ​ $ ( 1,531,322 ) ​ $ ( 785 ) ​ $ 66,573 December 31, 2023 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Securities loaned: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Institutional counterparties ​ $ 1,371,896 ​ $ — ​ $ 1,371,896 ​ $ ( 1,296,828 ) ​ $ — ​ $ 75,068 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Interest rate swaps: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Institutional counterparties ​ ​ 5,349 ​ — ​ 5,349 ​ ( 5,349 ) ​ — ​ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Repurchase agreements: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Institutional counterparties ​ 239,103 ​ — ​ 239,103 ​ ( 239,103 ) ​ — ​ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Forward MBS derivatives: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Institutional counterparties ​ 18,958 ​ — ​ 18,958 ​ ( 194 ) ​ ( 10,515 ) ​ 8,249 ​ ​ $ 1,635,306 ​ $ — ​ $ 1,635,306 ​ $ ( 1,541,474 ) ​ $ ( 10,515 ) ​ $ 83,317 ​ Secured Borrowing Arrangements ​ Secured Borrowings (Repurchase Agreements) — The Company participates in transactions involving securities sold under repurchase agreements, which are secured borrowings and generally mature one to ninety days from the transaction date or involve arrangements with no definite termination date. Securities sold under repurchase agreements are reflected at the amount of cash received in connection with the transactions. The Company may be required to provide additional collateral based on the fair value of the underlying securities, which is monitored on a daily basis. ​ Securities Lending Activities — The Company’s securities lending activities include lending securities for other broker-dealers, lending institutions and its own clearing and retail operations. These activities involve lending securities to other broker-dealers to cover short sales, to complete transactions in which there has been a failure to deliver securities by the required settlement date and as a conduit for financing activities. ​ When lending securities, the Company receives cash or similar collateral and generally pays interest (based on the amount of cash deposited) to the other party to the transaction. Securities lending transactions are executed pursuant to written agreements with counterparties that generally require securities loaned to be marked-to-market on a daily basis. The Company receives collateral in the form of cash in an amount generally in excess of the fair value of securities loaned. The Company monitors the fair value of securities loaned on a daily basis, with additional collateral obtained or refunded, as necessary. Collateral adjustments are made on a daily basis through the facilities of various clearinghouses. The Company is a principal in these securities lending transactions and is liable for losses in the event of a failure of any other party to honor its contractual obligation. Management sets credit limits with each counterparty and reviews these limits regularly to monitor the risk level with each counterparty. The Company is subject to credit risk through its securities lending activities if securities prices decline rapidly because the value of the Company’s collateral could fall below the amount of the indebtedness it secures. In rapidly appreciating markets, credit risk increases due to short positions. The Company’s securities lending business subjects the Company to credit risk if a counterparty fails to perform or if collateral securing its obligations is insufficient. In securities transactions, the Company is subject to credit risk during the period between the execution of a trade and the settlement by the customer. ​ 39 Table of Contents Hilltop Holdings Inc. and Subsidiaries Notes to Consolidated Financial Statements (continued) (Unaudited) The following tables present the remaining contractual maturities of repurchase agreement and securities lending transactions accounted for as secured borrowings (in thousands). The Company had no repurchase-to-maturity transactions outstanding at both March 31, 2024 and December 31, 2023. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Remaining Contractual Maturities ​ ​ Overnight and ​ ​ ​ ​ ​ Greater Than ​ ​ ​ March 31, 2024 ​ Continuous ​ Up to 30 Days ​ 30-90 Days ​ 90 Days ​ Total Repurchase agreement transactions: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Asset-backed securities ​ $ 118,386 ​ $ 109,429 ​ $ — ​ $ — ​ $ 227,815 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Securities lending transactions: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Corporate securities ​ ​ 52 ​ ​ — ​ ​ — ​ ​ — ​ ​ 52 Equity securities ​ ​ 1,366,904 ​ ​ — ​ ​ — ​ ​ — ​ ​ 1,366,904 Total ​ $ 1,485,342 ​ $ 109,429 ​ $ — ​ $ — ​ $ 1,594,771 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Gross amount of recognized liabilities for repurchase agreement and securities lending transactions in offsetting disclosure above ​ ​ ​ ​ $ 1,594,771 Amount related to agreements not included in offsetting disclosure above ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ $ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Remaining Contractual Maturities ​ ​ Overnight and ​ ​ ​ ​ ​ Greater Than ​ ​ ​ December 31, 2023 ​ Continuous ​ Up to 30 Days ​ 30-90 Days ​ 90 Days ​ Total Repurchase agreement transactions: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ U.S. Treasury and agency securities ​ $ 8,389 ​ $ — ​ $ — ​ $ — ​ $ 8,389 Asset-backed securities ​ ​ 81,419 ​ ​ 149,295 ​ ​ — ​ ​ — ​ ​ 230,714 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Securities lending transactions: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Corporate securities ​ ​ 52 ​ ​ — ​ ​ — ​ ​ — ​ ​ 52 Equity securities ​ ​ 1,371,844 ​ ​ — ​ ​ — ​ ​ — ​ ​ 1,371,844 Total ​ $ 1,461,704 ​ $ 149,295 ​ $ — ​ $ — ​ $ 1,610,999 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Gross amount of recognized liabilities for repurchase agreement and securities lending transactions in offsetting disclosure above ​ ​ ​ ​ $ 1,610,999 Amount related to agreements not included in offsetting disclosure above ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ $ — ​ ​ 20. Broker-Dealer and Clearing Organization Receivables and Payables ​ Broker-dealer and clearing organization receivables and payables consisted of the following (in thousands). ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, ​ December 31, ​ 2024 2023 Receivables: ​ ​ ​ ​ ​ ​ ​ Securities borrowed ​ $ 1,398,644 ​ $ 1,406,937 ​ Securities failed to deliver ​ 42,581 ​ 28,120 ​ Trades in process of settlement ​ 16,782 ​ 123,722 ​ Other ​ 15,554 ​ 15,152 ​ ​ ​ $ 1,473,561 ​ $ 1,573,931 ​ Payables: ​ ​ ​ ​ ​ ​ ​ Securities loaned ​ $ 1,366,956 ​ $ 1,371,896 ​ Correspondents ​ 17,390 ​ 33,286 ​ Securities failed to receive ​ 43,974 ​ 18,135 ​ Other ​ 8,142 ​ 7,417 ​ ​ ​ $ 1,436,462 ​ $ 1,430,734 ​ ​ ​ 21. Segment and Related Information ​ The Company has two primary business units, PCC (banking and mortgage origination) and Securities Holdings (broker-dealer). Under GAAP, the Company’s business units are comprised of three reportable business segments organized primarily by the core products offered to the segments’ respective customers: banking, broker-dealer and mortgage origination. These segments reflect the manner in which operations are managed and the criteria used by the chief operating decision maker, the Company’s President and Chief Executive Officer, to evaluate segment performance, develop strategy and allocate resources. ​ 40 Table of Contents Hilltop Holdings Inc. and Subsidiaries Notes to Consolidated Financial Statements (continued) (Unaudited) The banking segment includes the operations of the Bank. The broker-dealer segment includes the operations of Securities Holdings and the mortgage origination segment is composed of PrimeLending. ​ Corporate includes certain activities not allocated to specific business segments. These activities include holding company financing and investing activities, merchant banking investment opportunities and management and administrative services to support the overall operations of the Company. ​ Balance sheet amounts not discussed previously and the elimination of intercompany transactions are included in “All Other and Eliminations.” The following tables present certain information about reportable business segment revenues, operating results, goodwill and assets (in thousands). ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Mortgage ​ ​ ​ ​ All Other and ​ Hilltop Three Months Ended March 31, 2024 ​ Banking ​ Broker-Dealer ​ Origination ​ Corporate ​ Eliminations ​ Consolidated Net interest income (expense) ​ $ 91,606 ​ $ 12,269 ​ $ ( 4,252 ) ​ $ ( 3,103 ) ​ $ 7,101 ​ $ 103,621 Provision for (reversal of) credit losses ​ ​ ( 2,853 ) ​ ​ ( 18 ) ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 2,871 ) Noninterest income ​ ​ 11,903 ​ ​ 104,578 ​ ​ 66,700 ​ ​ 5,785 ​ ​ ( 7,348 ) ​ ​ 181,618 Noninterest expense ​ 56,020 ​ 97,947 ​ 78,898 ​ 17,384 ​ ( 226 ) ​ 250,023 Income (loss) before taxes ​ $ 50,342 ​ $ 18,918 ​ $ ( 16,450 ) ​ $ ( 14,702 ) ​ $ ( 21 ) ​ $ 38,087 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Mortgage ​ ​ All Other and Hilltop Three Months Ended March 31, 2023 ​ Banking ​ Broker-Dealer ​ Origination ​ Corporate ​ Eliminations ​ Consolidated Net interest income (expense) ​ $ 104,770 ​ $ 13,863 ​ $ ( 4,208 ) ​ $ ( 3,322 ) ​ $ 10,602 ​ $ 121,705 Provision for (reversal of) credit losses ​ 1,600 ​ ​ 731 ​ ​ — ​ ​ — ​ ​ — ​ 2,331 Noninterest income ​ 11,190 ​ ​ 90,635 ​ ​ 68,829 ​ ​ 2,704 ​ ​ ( 10,864 ) ​ 162,494 Noninterest expense ​ 56,127 ​ 90,345 ​ 88,753 ​ ​ 15,513 ​ ​ ( 268 ) ​ 250,470 Income (loss) before taxes ​ $ 58,233 ​ $ 13,422 ​ $ ( 24,132 ) ​ $ ( 16,131 ) ​ $ 6 ​ $ 31,398 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Mortgage ​ All Other and Hilltop ​ ​ Banking ​ Broker-Dealer ​ Origination ​ Corporate ​ Eliminations ​ Consolidated March 31, 2024 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Goodwill ​ $ 247,368 ​ $ 7,008 ​ $ 13,071 ​ $ — ​ $ — ​ $ 267,447 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total assets ​ $ 13,107,429 ​ $ 2,942,673 ​ $ 1,048,082 ​ $ 2,558,636 ​ $ ( 3,447,187 ) ​ $ 16,209,633 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2023 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Goodwill ​ $ 247,368 ​ $ 7,008 ​ $ 13,071 ​ $ — ​ $ — ​ $ 267,447 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total assets ​ $ 13,288,627 ​ $ 2,929,296 ​ $ 1,181,316 ​ $ 2,543,057 ​ $ ( 3,475,300 ) ​ $ 16,466,996 ​ ​ ​ 22. Earnings per Common Share ​ The following table presents the computation of basic and diluted earnings per common share (in thousands, except per share data). ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended March 31, ​ 2024 2023 Basic earnings per share: ​ ​ ​ ​ ​ ​ ​ Income attributable to Hilltop ​ $ 27,668 ​ $ 25,800 ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted average shares outstanding - basic ​ 65,200 ​ 64,901 ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic earnings per common share: ​ $ 0.42 ​ $ 0.40 ​ ​ ​ ​ ​ ​ ​ ​ ​ Diluted earnings per share: ​ ​ ​ ​ ​ ​ ​ Income attributable to Hilltop ​ $ 27,668 ​ $ 25,800 ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted average shares outstanding - basic ​ 65,200 ​ 64,901 ​ Effect of potentially dilutive securities ​ 14 ​ ​ 53 ​ Weighted average shares outstanding - diluted ​ 65,214 ​ 64,954 ​ ​ ​ ​ ​ ​ ​ ​ ​ Diluted earnings per common share: ​ $ 0.42 ​ $ 0.40 ​ ​ ​ ​ ​ ​ 41 Table of Contents ​