X0306 4 2018-02-15 0 0001265131 Hilltop Holdings Inc. HTH 0001683821 Furr William B 2323 VICTORY AVENUE, SUITE 1400 DALLAS TX 75219 0 1 0 0 Chief Financial Officer Common Stock 2018-02-15 4 F 0 2233 25.33 D 43015 D Represents shares of common stock of Hilltop Holdings Inc. (the "Issuer") withheld by the Issuer to satisfy tax withholding obligations in connection with the vesting of 8,618 restricted stock units granted to the reporting person on September 6, 2016. Includes 13,922 restricted stock units that will vest, and an equal number of shares of common stock that will be deliverable to the reporting person, as follows: 10,607 units on February 15, 2019; and 3,315 units on February 15, 2020, or immediately upon the earlier occurrence of events specified in the reporting person's restricted stock unit award agreement, including a "change in control" of the Issuer. The shares of common stock deliverable upon conversion of these restricted stock units will be subject to restrictions on transfer until the first anniversary of the applicable vesting date of the restricted stock unit or an earlier "change in control" of the Issuer. Also includes 8,965 restricted stock units that will vest, and an equal number of shares of common stock that will be deliverable to the reporting person, upon the third anniversary of the date of grant, September 6, 2019, or immediately upon the earlier occurrence of events specified in the reporting person's restricted stock unit award agreement, including a "change in control" of the Issuer. The shares of common stock deliverable upon conversion of the 8,965 restricted stock units will be subject to restrictions on transfer until the first anniversary of the vesting date of the restricted stock units, September 6, 2020, or an earlier "change in control" of the Issuer. Also includes 6,154 restricted stock units that will vest, and an equal number of shares of common stock that will be deliverable to the reporting person, upon the third anniversary of the date of grant, February 23, 2020, or immediately upon the earlier occurrence of events specified in the reporting person's restricted stock unit award agreement, including a "change in control" of the Issuer. The shares of common stock deliverable upon conversion of the 6,154 restricted stock units will be subject to restrictions on transfer until the first anniversary of the vesting date of the restricted stock units, February 23, 2021, or an earlier "change in control" of the Issuer. /s/ WILLIAM B. FURR 2018-02-20