Hilltop Holdings Inc. Commences a Modified Dutch Auction Tender Offer to Repurchase up to $400 Million of its Common Stock

Hilltop Holdings Inc. (NYSE: HTH) (“Hilltop” or the “Company”) announced today that it has commenced a modified “Dutch auction” tender offer (the “Tender Offer”) to purchase for cash up to $400 million of its common stock (the “Common Stock”) at a price per share not less than $28.00 and not greater than $32.00, less any applicable withholding taxes and without interest, using available cash on hand. On April 29, 2022, the closing price of the Common Stock was $25.49 per share. The Tender Offer will expire at 12:00 midnight, New York City time, at the end of the day on May 27, 2022, unless extended or terminated.

If the Tender Offer is fully subscribed, the Company will purchase between 12,500,000 shares and 14,285,714 shares, or between 15.7% and 18.0%, respectively, of the Company’s outstanding Common Stock. Any shares tendered may be withdrawn prior to expiration of the Tender Offer. Stockholders that do not wish to participate in the Tender Offer do not need to take any action. None of our directors or executive officers will tender any of their shares in the Tender Offer.

A modified “Dutch auction” tender offer allows stockholders to indicate how many shares of Common Stock and at what price within the range described above they wish to tender their shares. Based on the number of shares tendered and the prices specified by the tendering stockholders, the Company will determine the lowest per-share price that will enable it to acquire up to $400 million of Common Stock. All shares accepted in the Tender Offer will be purchased at the same price even if tendered at a lower price.

To tender shares of Common Stock, stockholders must follow the instructions described in the “Offer to Purchase” and the “Letter of Transmittal” that the Company is filing with the U.S. Securities and Exchange Commission (the “SEC”). These documents contain important information about the terms and conditions of the Tender Offer.

The Tender Offer will not be contingent upon any minimum number of shares being tendered or any financing conditions. The Tender Offer will, however, be subject to other conditions, such as obtaining any necessary regulatory approvals or non-objections from the Federal Reserve or the Texas Department of Banking, which will be disclosed in the Offer to Purchase. The Company’s Board of Directors (the “Board”) believes that a modified “Dutch auction” tender offer is an efficient mechanism that will provide all stockholders with the opportunity to tender all or a portion of their shares. In the future, the Board may consider additional tender offer(s) or other measures to enhance stockholder value based on a variety of factors, including the market price of the Common Stock.