Hilltop Holdings Inc. (NYSE:HTH) Files An 8-K Other Events

Hilltop Holdings Inc. (NYSE:HTH) Files An 8-K Other EventsItem 8.01 Other Events

On February13, 2018, Hilltop Holdings Inc., or the Company, issued a press release announcing that it had entered into a definitive agreement to acquire privately-held, Houston-based The Bank of River Oaks in an all-cash transaction. Under the terms of the definitive agreement, the Company has agreed to pay cash in the aggregate amount of $85 million to the shareholders and option holders of The Bank of River Oaks.

Copies of the press release and investor presentation related to the announcement are attached as Exhibits 99.1 and 99.2, respectively, to this Current Report on Form8-K and are incorporated herein by reference. The Company intends to use the investor presentation, in whole or in part, in one or more meetings with investors or analysts, including in a webcast on February14, 2018 at 8:00 a.m.(central time).

Forward-Looking Statements

This Current Report on Form8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements anticipated in such statements. Forward-looking statements speak only as of the date they are made and, except as required by law, we do not assume any duty to update forward-looking statements. Such forward-looking statements include, but are not limited to, statements concerning such things as our plans, objectives, strategies, expectations and intentions and other statements that are not statements of historical fact, and may be identified by words such as “anticipates,” “believes,” “could,” “estimates,” “expects,” “forecasts,” “goal,” “intends,” “may,” “might,” “plan,” “probable,” “projects,” “seeks,” “should,” “target,” “view” or “would” or the negative of these words and phrases or similar words or phrases. Factors that could cause our actual results to differ materially from those described in the forward-looking statements include, among others: (i)the possibility that any of the anticipated benefits of the proposed transaction will not be realized or will not be realized within the expected time period; (ii)the risk that integration of the operations of The Bank of River Oaks will be materially delayed or will be more costly or difficult than expected; (iii)the failure of the proposed transaction to close on the expected timeline or at all; (iv)the effect of the announcement of the transaction on customer relationships and operating results; (v)ability to obtain regulatory approvals and meet other closing conditions to the merger, including approval by The Bank of River Oaks shareholders on the expected terms and schedule; and (vi)the possibility that the transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events. For a discussion of additional factors that could cause our actual results to differ materially from those described in the forward-looking statements, please see the risk factors discussed in our most recent Annual Report on Form10-K and subsequent Quarterly Reports on Form10-Q and other reports that are filed with the Securities and Exchange Commission. All forward-looking statements are qualified in their entirety by this cautionary statement.

Section9 — Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.