Hilltop Holdings Inc. Announces Final Results of Tender Offer

Hilltop Holdings Inc. (NYSE: HTH) (“Hilltop” or the “Company”) announced today the final results of its modified “Dutch auction” tender offer to purchase up to $400 million of its common stock for cash at a price per share not less than $28.00 and not greater than $32.00, which expired at 12:00 midnight, New York City time, at the end of the day on May 27, 2022.

Based on the final count by American Stock Transfer & Trust Company, LLC, the depositary for the tender offer, a total of 14,868,469 shares of Hilltop’s common stock, $0.01 par value per share, were properly tendered at or below the purchase price of $29.75 per share and neither properly withdrawn nor tendered conditionally by stockholder with conditions that were not met.

Hilltop has accepted for purchase 14,868,469 shares of its common stock, $0.01 par value per share, at a price of $29.75 per share, for an aggregate cost of approximately $442,336,953, excluding fees and expenses related to the tender offer. Included in the 14,868,469 shares that the Company accepted for purchase, which represent approximately 18.7 percent of the shares outstanding, are 1,423,091 shares that the Company elected to purchase pursuant to its right to purchase up to an additional 2% of its outstanding shares. As the Company accepted for purchase all of the Shares which were properly tendered and not properly withdrawn at a price at or below $29.75, there is no proration factor.

American Stock Transfer & Trust Company, LLC will promptly issue payment for the shares of Hilltop common stock validly tendered and accepted for purchase in the tender offer.

The Company may, in the future, decide to purchase additional shares in the open market subject to market conditions and private transactions, tender offers or otherwise subject to applicable law. Any such purchases may be on the same terms as, or on terms that are more or less favorable to stockholders than, the terms of the offer. Whether the Company makes additional repurchases in the future will depend on many factors, including but not limited to its business and financial performance, the business and market conditions at the time, including the price of the shares, and other factors the Company considers relevant.