Hilltop Holdings Inc. Stock Compensation Disclosure

20. Stock-Based Compensation

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In July 2020, pursuant to stockholders’ approval, the Company adopted the Hilltop Holdings Inc. 2020 Equity Incentive Plan (the “2020 Plan”). The 2020 Plan provides for the grant of nonqualified stock options, stock appreciation rights, restricted stock, RSUs, performance awards, dividend equivalent rights and other awards to employees of the Company, its subsidiaries and outside directors of the Company. Outstanding awards under the 2020 Plan continues to be subject to the terms and conditions of the 2020 Plan. The number of shares authorized for issuance pursuant to awards under the 2020 Plan is 3,650,000. At December 31, 2025, 1,309,749 shares of common stock remained available for issuance pursuant to awards granted under the 2020 Plan, excluding shares that may be delivered pursuant to outstanding awards. Total compensation expense was $14.7 million, $10.7 million and $15.5 million during 2025, 2024 and 2023, respectively.

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During 2025, 2024 and 2023, Hilltop granted 20,677, 15,923 and 17,912 shares of common stock, respectively, pursuant to the 2020 Plan to certain non-employee members of the Company’s board of directors for services rendered to the Company.

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Restricted Stock Units

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The Compensation Committee of the board of directors of the Company issued RSUs to certain employees pursuant to the 2020 Plan. Certain RSUs are subject to time-based vesting conditions and generally provided for a cliff vest on the third anniversary of the grant date, while other RSUs provided for vesting based upon the achievement of certain performance goals over a three-year period subject to service conditions set forth in the award agreements, with associated costs generally recognized on a straight-line basis over the respective vesting periods. The RSUs are not transferable, and the shares of common stock issuable upon conversion of vested RSUs may be subject to transfer restrictions for a period of one year following conversion, subject to certain exceptions. In addition, the applicable RSU award agreements provide for accelerated vesting under certain conditions.

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The following table summarizes information about nonvested RSU activity for the periods presented (shares in thousands).

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Vested/Released RSUs include an aggregate of 298,709 shares withheld to satisfy employee statutory tax obligations during 2025, 2024 and 2023.

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During 2025, the Compensation Committee of the board of directors of the Company awarded certain executives and key employees an aggregate of 401,919 RSUs pursuant to the 2020 Equity Plan. At December 31, 2025, 298,613 of these RSUs are subject to time-based vesting conditions and generally cliff vest on the third anniversary of the grant date, and 93,851 of these outstanding RSUs will cliff vest based upon the achievement of certain performance goals over a three-year period.

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At December 31, 2025, in the aggregate, 910,550 of the outstanding RSUs are subject to time-based vesting conditions and generally cliff vest on the third anniversary of the grant date, and 285,919 outstanding RSUs cliff vest based upon the achievement of certain performance goals over a three-year period. At December 31, 2025, unrecognized compensation expense related to outstanding RSUs of $14.9 million is expected to be recognized over a weighted average period of 1.19 years.