SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

(Amendment No. 3)

Tender Offer Statement under Section 14(d)(1) or 13(e)(1)

of the Securities Exchange Act of 1934

Hilltop Holdings Inc.

(Name of Subject Company (Issuer))

Hilltop Holdings Inc.

(Names of filing Persons (Offeror and Issuer))

Common Stock, Par Value $0.01 per share

(Title of Class of Securities)

432748101

(CUSIP Number of Class of Securities)

(Underlying Common Stock)

Corey G. Prestidge, Esq.

Executive Vice President, General Counsel and Secretary

Hilltop Holdings Inc.

6565 Hillcrest Avenue

Dallas, Texas 75205

(214) 855-2177

(Name, address and telephone number of person authorized to receive

notices and communications on behalf of filing person)

Copies to:

David E. Shapiro, Esq.

Wachtell, Lipton, Rosen & Katz

51 West 52^nd Street

New York, NY 10019

(212) 403-2000

CALCULATION OF FILING FEE

Check the appropriate boxes below to designate any transactions to which the statement relates:

Check the following box if the filing is a final amendment reporting the results of the tender offer:   ¨

If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

SCHEDULE TO

This Amendment No. 3 amends and supplements the Tender Offer Statement on Schedule TO originally filed with the United States Securities and Exchange Commission by Hilltop Holdings Inc., a Maryland corporation (the “Company”), on September 23, 2020 (together with all subsequent amendments and supplements thereto, the “Schedule TO”), in connection with the Company’s offer to purchase for cash up to $350,000,000 of its common stock, $0.01 par value per share, at a price per share of not less than $21.00 and not more than $24.00 in cash, without interest and subject to any applicable withholding taxes.

Only those items amended or supplemented are reported in this Amendment No. 3.  Except as specifically provided herein, the information contained in the Schedule TO remains unchanged and this Amendment No. 3 does not modify any of the information previously reported on the Schedule TO.  You should read this Amendment No. 3 together with the Schedule TO, the Offer to Purchase, dated September 23, 2020, as supplemented and amended by the Supplement to the Offer to Purchase, dated November 2, 2020, and the related Amended Letter of Transmittal, as each may be amended or supplemented from time to time.

Item 11 is hereby amended and supplemented as follows:

Item 12 of the Schedule TO is hereby amended and supplemented by adding the following exhibit:

Exhibit Index

* Filed previously

**Filed herewith

SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: November 16, 2020