Loans Held for Investment | 5. Loans Held for Investment The Bank originates loans to customers primarily in Texas. Although the Bank has diversified loan and leasing portfolios and, generally, holds collateral against amounts advanced to customers, its debtors’ ability to honor their contracts is substantially dependent upon the general economic conditions of the region and of the industries in which its debtors operate, which consist primarily of real estate (including construction and land development), wholesale/retail trade, agribusiness and energy. The Hilltop Broker-Dealers make loans to customers and correspondents through transactions originated by both employees and independent retail representatives throughout the United States. The Hilltop Broker-Dealers control risk by requiring customers to maintain collateral in compliance with various regulatory and internal guidelines, which may vary based upon market conditions. Securities owned by customers and held as collateral for loans are not included in the consolidated financial statements. Loans held for investment summarized by portfolio segment are as follows (in thousands). March 31, December 31, 2024 2023 Commercial real estate: Non-owner occupied $ 1,932,746 $ 1,889,882 Owner occupied 1,449,249 1,422,234 Commercial and industrial 1,613,301 1,607,833 Construction and land development 933,405 1,031,095 1-4 family residential 1,773,376 1,757,178 Consumer 27,941 27,351 Broker-dealer (1) 332,675 344,172 8,062,693 8,079,745 Allowance for credit losses (104,231) (111,413) Total loans held for investment, net of allowance $ 7,958,462 $ 7,968,332 (1) Primarily represents margin loans to customers and correspondents associated with broker-dealer segment operations. Past Due Loans and Nonaccrual Loans An analysis of the aging of the Company’s loan portfolio is shown in the following tables (in thousands). Accruing Loans Loans Past Due Total Past Current Total Past Due March 31, 2024 30-59 Days 60-89 Days 90 Days or More Due Loans Loans Loans 90 Days or More Commercial real estate: Non-owner occupied $ 3,904 $ — $ 799 $ 4,703 $ 1,928,043 $ 1,932,746 $ — Owner occupied 8,117 150 10 8,277 1,440,972 1,449,249 — Commercial and industrial 1,100 150 3,330 4,580 1,608,721 1,613,301 2,537 Construction and land development 4,888 — 277 5,165 928,240 933,405 — 1-4 family residential 8,300 679 1,927 10,906 1,762,470 1,773,376 13 Consumer 125 14 3 142 27,799 27,941 — Broker-dealer — — — — 332,675 332,675 — $ 26,434 $ 993 $ 6,346 $ 33,773 $ 8,028,920 $ 8,062,693 $ 2,550 Accruing Loans Loans Past Due Total Past Current Total Past Due December 31, 2023 30-59 Days 60-89 Days 90 Days or More Due Loans Loans Loans 90 Days or More Commercial real estate: Non-owner occupied $ 6,125 $ — $ 799 $ 6,924 $ 1,882,958 $ 1,889,882 $ — Owner occupied 6,823 386 3,897 11,106 1,411,128 1,422,234 — Commercial and industrial 3,348 1,496 2,074 6,918 1,600,915 1,607,833 — Construction and land development 767 1,554 276 2,597 1,028,498 1,031,095 — 1-4 family residential 8,625 1,292 3,203 13,120 1,744,058 1,757,178 — Consumer 28 4 5 37 27,314 27,351 — Broker-dealer — — — — 344,172 344,172 — $ 25,716 $ 4,732 $ 10,254 $ 40,702 $ 8,039,043 $ 8,079,745 $ — In addition to the loans shown in the tables above, PrimeLending had $110.2 million and $115.1 million of loans included in loans held for sale (with an aggregate unpaid principal balance of $111.0 million and $115.7 million, respectively) that were 90 days past due and accruing interest at March 31, 2024 and December 31, 2023, respectively. These loans are guaranteed by U.S. government agencies and include loans that are subject to repurchase, or have been repurchased, by PrimeLending. The following table provides details associated with non-accrual loans, excluding those classified as held for sale (in thousands). Non-accrual Loans March 31, 2024 December 31, 2023 Interest Income Recognized With With No With With No Three Months Ended March 31, Allowance Allowance Total Allowance Allowance Total 2024 2023 Commercial real estate: Non-owner occupied $ 422 $ 2,688 $ 3,110 $ 33,728 $ 2,712 $ 36,440 $ 1,194 $ 123 Owner occupied 4,702 144 4,846 4,630 468 5,098 93 63 Commercial and industrial 6,527 5,638 12,165 5,216 4,286 9,502 102 131 Construction and land development 500 — 500 533 2,749 3,282 42 7 1-4 family residential 626 7,405 8,031 726 9,283 10,009 493 456 Consumer 3 — 3 6 — 6 — — Broker-dealer — — — — — — — — $ 12,780 $ 15,875 $ 28,655 $ 44,839 $ 19,498 $ 64,337 $ 1,924 $ 780 At March 31, 2024 and December 31, 2023, $4.5 million and $4.0 million, respectively, of real estate loans secured by residential properties and classified as held for sale were in non-accrual status. As shown in the table above, loans accounted for on a non-accrual basis decreased from December 31, 2023 to March 31, 2024 by $35.7 million. The change in non-accrual loans was primarily due to decreases in commercial real estate non-owner occupied loans of $33.3 million, construction and land development loans of $2.8 million and 1-4 family residential loans of $2.0 million, partially offset by an increase in commercial and industrial loans of $2.7 million. The decrease in commercial real estate non-owner occupied loans in non-accrual status was primarily due to the reclassification of a single loan from loans held for investment to loans held for sale, for which the non-accrual status was retained. The decrease in construction and land development loans in non-accrual status was primarily due to the payoff of a single relationship with an aggregate loan balance of $2.7 million since December 31, 2023, partially offset by principal paydowns. The decrease in 1-4 family residential loans in non-accrual status since December 31, 2023 was primarily due to $1.0 million of loans that were returned to accrual status and principal payoffs. The increase in commercial and industrial loans was primarily due to the addition of thirteen relationships with an aggregate loan balance of $7.3 million to non-accrual status since December 31, 2023, partially offset by principal payoffs. The Company considers non-accrual loans to be collateral-dependent unless there are underlying mitigating circumstances, such as expected cash flow recovery. The practical expedient to measure the allowance using the fair value of the collateral has been implemented. Loan Modifications Loan modifications are typically structured to create affordable payments for the debtor and can be achieved in a variety of ways. The Bank modifies loans by reducing interest rates and/or lengthening loan amortization schedules. The following table presents the amortized cost basis of the loans held for investment modified for borrowers experiencing financial difficulty grouped by portfolio segment and type of modification granted during the periods presented (in thousands). Total Modifications as a Interest Rate Term Principal Payment % of Portfolio Three Months Ended March 31, 2024 Reduction Extension Forgiveness Delay Segment Commercial real estate: Non-owner occupied $ — $ — $ — $ — — % Owner occupied — 491 — 3,882 0.3 % Commercial and industrial — 16,797 — 166 1.1 % Construction and land development — 223 — 1,729 0.2 % 1-4 family residential — — — — — % Consumer — — — — — % Broker-dealer — — — — — % Total $ — $ 17,511 $ — $ 5,777 0.3 % Total Modifications as a Interest Rate Term Principal Payment % of Portfolio Three Months Ended March 31, 2023 Reduction Extension Forgiveness Delay Segment Commercial real estate: Non-owner occupied $ — $ 37,972 $ — $ — 2.1 % Owner occupied — 2,235 — — 0.2 % Commercial and industrial — 1,364 — 3,000 0.3 % Construction and land development — — — — — % 1-4 family residential — — — — — % Consumer — — — — — % Broker-dealer — — — — — % Total $ — $ 41,571 $ — $ 3,000 0.5 % For those loans held for investment modified for borrowers experiencing financial difficulty during the last twelve months, the following table provides aging and non-accrual details grouped by portfolio segment (in thousands). Modified Loans Past Due Total Modified Modified March 31, 2024 30-59 Days 60-89 Days 90 Days or More Past Due Loans Non-accrual Loans Commercial real estate: Non-owner occupied $ — $ — $ — $ — $ 32,247 Owner occupied 3,882 — 10 3,892 3,980 Commercial and industrial 242 — 2,475 2,717 3,417 Construction and land development — — — — 223 1-4 family residential — — — — — Consumer — — — — — Broker-dealer — — — — — Total $ 4,124 $ — $ 2,485 $ 6,609 $ 39,867 The following table presents the financial effects of the loans held for investment modified for borrowers experiencing financial difficulty during the periods presented (in thousands). Weighted-Average Term Extension (in months) Three Months Ended Three Months Ended March 31, 2024 March 31, 2023 Commercial real estate: Non-owner occupied — 13 Owner occupied 14 35 Commercial and industrial 11 9 Construction and land development 15 — 1-4 family residential — — Consumer — — Broker-dealer — — Total 11 14 Credit Risk Profile Management tracks credit quality trends on a quarterly basis related to: (i) past due levels, (ii) non-performing asset levels, (iii) classified loan levels, and (iv) general economic conditions in state and local markets. The Company defines classified loans as loans with a risk rating of substandard, doubtful or loss. There have been no changes to the risk rating internal grades utilized for commercial loans as described in detail in Note 5 to the consolidated financial statements in the Company’s 2023 Form 10-K. The following table presents loans held for investment grouped by asset class and credit quality indicator, segregated by year of origination or renewal (in thousands). Amortized Cost Basis by Origination Year Loans 2019 and Converted to March 31, 2024 2024 2023 2022 2021 2020 Prior Revolving Term Loans Total Commercial real estate: non-owner occupied Internal Grade 1-3 (Pass low risk) $ — $ 5,010 $ 30,933 $ 31,644 $ 17,530 $ 6,931 $ (21) $ 179 $ 92,206 Internal Grade 4-7 (Pass normal risk) 9,205 183,150 285,243 374,563 132,824 124,113 36,624 16,540 1,162,262 Internal Grade 8-11 (Pass high risk and watch) 27,566 153,849 166,882 68,816 80,548 84,917 10,771 1,422 594,771 Internal Grade 12 (Special mention) — — 12,162 2,563 3,736 25,714 — — 44,175 Internal Grade 13 (Substandard accrual) — 6,296 11,607 13,929 1,033 3,357 — — 36,222 Internal Grade 14 (Substandard non-accrual) — 377 1,392 — — 1,341 — — 3,110 Current period gross charge-offs — 1,647 — — — — — — 1,647 Commercial real estate: owner occupied Internal Grade 1-3 (Pass low risk) $ 19,006 $ 56,914 $ 33,111 $ 119,697 $ 39,147 $ 53,685 $ 4,373 $ 13,533 $ 339,466 Internal Grade 4-7 (Pass normal risk) 15,407 104,368 158,299 135,907 60,725 176,501 17,938 9,235 678,380 Internal Grade 8-11 (Pass high risk and watch) 12,398 52,622 88,218 69,942 82,352 76,800 5,202 — 387,534 Internal Grade 12 (Special mention) — — — — — — — — — Internal Grade 13 (Substandard accrual) 402 2,088 7,840 5,824 6,796 15,976 97 — 39,023 Internal Grade 14 (Substandard non-accrual) 3,882 160 88 637 — 79 — — 4,846 Current period gross charge-offs — — — — — — — — — Commercial and industrial Internal Grade 1-3 (Pass low risk) $ 343 $ 14,915 $ 15,525 $ 43,524 $ 12,135 $ 20,196 $ 35,574 $ — $ 142,212 Internal Grade 4-7 (Pass normal risk) 39,114 63,274 65,948 73,842 17,964 11,951 313,227 3,651 588,971 Internal Grade 8-11 (Pass high risk and watch) 62,717 96,763 96,683 68,465 33,984 9,698 224,948 2,612 595,870 Internal Grade 12 (Special mention) — — — — — — 1,349 — 1,349 Internal Grade 13 (Substandard accrual) — 5,301 728 2,154 2,106 1,999 39,185 13,678 65,151 Internal Grade 14 (Substandard non-accrual) 166 225 701 232 934 904 2,158 6,845 12,165 Current period gross charge-offs — 1,211 274 9 301 1,188 — — 2,983 Construction and land development Internal Grade 1-3 (Pass low risk) $ 225 $ 2,479 $ 6,123 $ 1,532 $ — $ 305 $ — $ — $ 10,664 Internal Grade 4-7 (Pass normal risk) 52,978 179,925 139,931 84,809 7,409 3,198 17,630 — 485,880 Internal Grade 8-11 (Pass high risk and watch) 63,057 173,123 134,265 4,881 2,106 2,474 12,247 4,539 396,692 Internal Grade 12 (Special mention) — — — — — — — — — Internal Grade 13 (Substandard accrual) — 15,554 491 112 — — — — 16,157 Internal Grade 14 (Substandard non-accrual) — 500 — — — — — — 500 Current period gross charge-offs — — — — — — — — — Construction and land development - individuals FICO less than 620 $ — $ — $ — $ — $ — $ — $ — $ — $ — FICO between 620 and 720 107 3,681 — — — 866 — — 4,654 FICO greater than 720 924 17,707 — 120 50 — — — 18,801 Substandard non-accrual — — — — — — — — — Other (1) 57 — — — — — — — 57 Current period gross charge-offs — — — — — — — — — 1-4 family residential FICO less than 620 $ — $ 637 $ 1,437 $ 496 $ 745 $ 22,413 $ 222 $ — $ 25,950 FICO between 620 and 720 337 10,801 15,492 11,698 5,836 29,325 1,065 190 74,744 FICO greater than 720 37,088 142,481 524,346 710,247 84,905 86,038 3,250 425 1,588,780 Substandard non-accrual — — — — — 8,031 — — 8,031 Other (1) 12,932 35,924 16,963 3,425 1,365 4,676 272 314 75,871 Current period gross charge-offs — — — — — — — — — Consumer FICO less than 620 $ 329 $ 560 $ 392 $ 34 $ 76 $ 8 $ 358 $ 6 $ 1,763 FICO between 620 and 720 1,791 2,483 1,048 361 220 82 1,951 42 7,978 FICO greater than 720 1,479 3,207 2,254 753 277 16 2,277 1 10,264 Substandard non-accrual — — — — — 3 — — 3 Other (1) 3,769 2,728 1,065 162 21 34 154 — 7,933 Current period gross charge-offs — 74 — — — 7 — — 81 Total loans with credit quality measures $ 365,279 $ 1,337,102 $ 1,819,167 $ 1,830,369 $ 594,824 $ 771,631 $ 730,851 $ 73,212 $ 7,522,435 Commercial and industrial (mortgage warehouse lending) $ 196,372 Commercial and industrial (loans accounted for at fair value) $ 11,211 Broker-dealer (margin loans and correspondent receivables) $ 332,675 Total loans held for investment $ 8,062,693 (1) Loans classified in this category were assigned a FICO score for credit modeling purposes. |