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). September 30, December 31, 2024 2023 Commercial real estate: Non-owner occupied $ 1,874,641 $ 1,889,882 Owner occupied 1,427,628 1,422,234 Commercial and industrial 1,662,225 1,607,833 Construction and land development 870,764 1,031,095 1-4 family residential 1,774,891 1,757,178 Consumer 28,837 27,351 Broker-dealer (1) 340,644 344,172 7,979,630 8,079,745 Allowance for credit losses (110,918) (111,413) Total loans held for investment, net of allowance $ 7,868,712 $ 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 September 30, 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 $ 236 $ 3,483 $ 795 $ 4,514 $ 1,870,127 $ 1,874,641 $ — Owner occupied — — 9 9 1,427,619 1,427,628 — Commercial and industrial 4,108 8,901 30,029 43,038 1,619,187 1,662,225 5 Construction and land development 10,092 2,225 877 13,194 857,570 870,764 — 1-4 family residential 3,275 1,495 2,382 7,152 1,767,739 1,774,891 — Consumer 110 6 — 116 28,721 28,837 — Broker-dealer — — — — 340,644 340,644 — $ 17,821 $ 16,110 $ 34,092 $ 68,023 $ 7,911,607 $ 7,979,630 $ 5 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 $140.8 million and $115.1 million of loans included in loans held for sale (with an aggregate unpaid principal balance of $141.6 million and $115.7 million, respectively) that were 90 days past due and accruing interest at September 30, 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 September 30, 2024 December 31, 2023 Interest Income Recognized With With No With With No Three Months Ended September 30, Nine Months Ended September 30, Allowance Allowance Total Allowance Allowance Total 2024 2023 2024 2023 Commercial real estate: Non-owner occupied $ 412 $ 7,630 $ 8,042 $ 33,728 $ 2,712 $ 36,440 $ 155 $ 83 $ 1,666 $ 264 Owner occupied 87 2,323 2,410 4,630 468 5,098 82 141 845 465 Commercial and industrial 32,493 34,436 66,929 5,216 4,286 9,502 1,056 1,564 1,619 1,833 Construction and land development 877 1,607 2,484 533 2,749 3,282 (13) 9 49 45 1-4 family residential 478 7,398 7,876 726 9,283 10,009 256 432 1,328 1,267 Consumer — — — 6 — 6 — — — — Broker-dealer — — — — — — — — — — $ 34,347 $ 53,394 $ 87,741 $ 44,839 $ 19,498 $ 64,337 $ 1,536 $ 2,229 $ 5,507 $ 3,874 At September 30, 2024 and December 31, 2023, $3.4 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 increased from December 31, 2023 to September 30, 2024 by $23.4 million. The change in non-accrual loans was primarily due to increases in commercial and industrial loans of $57.4 million, partially offset by decreases in commercial real estate non-owner occupied loans of $28.4 million, commercial real estate owner occupied loans of $2.7 million and 1-4 family residential loans of $2.1 million. The increase in commercial and industrial loans in non-accrual status since December 31, 2023 was primarily due to the addition of loans with an aggregate loan balance of $64.5 million, partially offset by principal payoffs. Of the $57.4 million increase in commercial and industrial loans in non-accrual status, $54.0 million was due to the addition of two credit relationships from the auto note financing industry subsector. The decrease in commercial real estate non-owner occupied loans in non-accrual status since December 31, 2023 was primarily due to the reclassification of a single non-accrual loan from loans held for investment during the first quarter of 2024. This loan was subsequently sold in the second quarter of 2024. The decrease in commercial real estate owner occupied loans in non-accrual status was primarily due to the payoff of a single relationship with a loan balance of $3.9 million since December 31, 2023. The decrease in 1-4 family residential loans in non-accrual status since December 31, 2023 was primarily due to principal payoffs. For non-accrual loans that are considered to be collateral-dependent, the Company has implemented the practical expedient to measure the allowance using the fair value of the collateral. For non-accrual loans that are not collateral dependent, the Company measures the allowance based on discounted expected cash flows. 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 Combination Modifications as a Interest Rate Term Principal Payment Term Extension and % of Portfolio Three Months Ended September 30, 2024 Reduction Extension Forgiveness Delay Rate Reduction Segment Commercial real estate: Non-owner occupied $ — $ 1,448 $ — $ — $ — 0.1 % Owner occupied — 332 — — — — % Commercial and industrial — 34,030 — — — 2.0 % Construction and land development — — — — — — % 1-4 family residential — 142 — — — — % Consumer — — — — — — % Broker-dealer — — — — — — % Total $ — $ 35,952 $ — $ — $ — 0.5 % Total Combination Modifications as a Interest Rate Term Principal Payment Term Extension and % of Portfolio Nine Months Ended September 30, 2024 Reduction Extension Forgiveness Delay Rate Reduction Segment Commercial real estate: Non-owner occupied $ — $ 1,448 $ — $ — $ — 0.1 % Owner occupied — 500 — — — — % Commercial and industrial — 43,819 — — 469 2.7 % Construction and land development — — — — — — % 1-4 family residential — 170 — — — — % Consumer — — — — — — % Broker-dealer — — — — — — % Total $ — $ 45,937 $ — $ — $ 469 0.6 % Total Combination Modifications as a Interest Rate Term Principal Payment Term Extension and % of Portfolio Three Months Ended September 30, 2023 Reduction Extension Forgiveness Delay Payment Delay Segment Commercial real estate: Non-owner occupied $ — $ 382 $ — $ — $ — — % Owner occupied — 12 — — — — % Commercial and industrial — 11,440 — — — 0.7 % Construction and land development — — — — — — % 1-4 family residential — — — — — — % Consumer — — — — — — % Broker-dealer — — — — — — % Total $ — $ 11,834 $ — $ — $ — 0.1 % Total Combination Modifications as a Interest Rate Term Principal Payment Term Extension and % of Portfolio Nine Months Ended September 30, 2023 Reduction Extension Forgiveness Delay Payment Delay Segment Commercial real estate: Non-owner occupied $ — $ 34,784 $ — $ — $ — 1.9 % Owner occupied — 2,205 — — — 0.2 % Commercial and industrial — 15,057 — 2,868 — 1.1 % Construction and land development — 286 — — — — % 1-4 family residential — — — — — — % Consumer — — — — — — % Broker-dealer — — — — — — % Total $ — $ 52,332 $ — $ 2,868 $ — 0.7 % As shown in the tables above, loans modified for borrowers experiencing financial difficulty during the three and nine months ended September 30, 2024 included a term extension modification for a single loan of $25 million in the auto note financing subsector within the commercial and industrial loan portfolio. 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 September 30, 2024 30-59 Days 60-89 Days 90 Days or More Past Due Loans Non-accrual Loans Commercial real estate: Non-owner occupied $ — $ — $ — $ — $ 372 Owner occupied — — — — 111 Commercial and industrial 775 — — 775 33,605 Construction and land development — — — — — 1-4 family residential — — — — 28 Consumer — — — — — Broker-dealer — — — — — Total $ 775 $ — $ — $ 775 $ 34,116 The following tables present the financial effects of the loans held for investment modified for borrowers experiencing financial difficulty during the periods presented (in thousands). Three Months Ended September 30, 2024 Nine Months Ended September 30, 2024 Weighted-Average Weighted-Average Weighted-Average Weighted-Average Interest Rate Term Extension Interest Rate Term Extension Reduction (in months) Reduction (in months) Commercial real estate: Non-owner occupied — % 15 — % 15 Owner occupied — % 18 — % 20 Commercial and industrial — % 27 0.5 % 24 Construction and land development — % — — % — 1-4 family residential — % 60 — % 56 Consumer — % — — % — Broker-dealer — % — — % — Total — % 27 0.5 % 24 Three Months Ended September 30, 2023 Nine Months Ended September 30, 2023 Weighted-Average Weighted-Average Weighted-Average Weighted-Average Interest Rate Term Extension Interest Rate Term Extension Reduction (in months) Reduction (in months) Commercial real estate: Non-owner occupied — % 12 — % 26 Owner occupied — % 24 — % 35 Commercial and industrial — % 11 — % 11 Construction and land development — % — — % 9 1-4 family residential — % — — % — Consumer — % — — % — Broker-dealer — % — — % — Total — % 11 — % 22 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 September 30, 2024 2024 2023 2022 2021 2020 Prior Revolving Term Loans Total Commercial real estate: non-owner occupied Internal Grade 1-3 (Pass low risk) $ 5,063 $ 4,968 $ 45,238 $ 83,544 $ 2,764 $ 4,434 $ — $ — $ 146,011 Internal Grade 4-7 (Pass normal risk) 173,720 105,605 237,394 261,324 93,358 84,684 5,405 16,523 978,013 Internal Grade 8-11 (Pass high risk and watch) 59,430 119,065 189,049 77,901 115,557 55,670 36,718 1,241 654,631 Internal Grade 12 (Special mention) — — — 4,384 5,211 36,458 — — 46,053 Internal Grade 13 (Substandard accrual) 3,330 4,530 7,585 23,698 993 1,657 — 98 41,891 Internal Grade 14 (Substandard non-accrual) 372 3,784 1,361 1,228 — 1,297 — — 8,042 Current period gross charge-offs — 1,647 — — — — — — 1,647 Commercial real estate: owner occupied Internal Grade 1-3 (Pass low risk) $ 14,479 $ 48,275 $ 12,584 $ 13,889 $ 37,182 $ 43,027 $ 7,226 $ 12,735 $ 189,397 Internal Grade 4-7 (Pass normal risk) 81,510 111,922 134,368 213,090 57,241 185,094 15,915 9,139 808,279 Internal Grade 8-11 (Pass high risk and watch) 32,636 43,824 116,225 57,707 78,557 48,715 4,418 509 382,591 Internal Grade 12 (Special mention) 353 — 440 — 1,191 99 — — 2,083 Internal Grade 13 (Substandard accrual) 2,063 4,199 8,619 7,487 4,970 15,530 — — 42,868 Internal Grade 14 (Substandard non-accrual) 602 9 818 619 — 362 — — 2,410 Current period gross charge-offs — — — — — — — — — Commercial and industrial Internal Grade 1-3 (Pass low risk) $ 26,114 $ 12,011 $ 11,891 $ 50,400 $ 3,426 $ 208 $ 24,563 $ — $ 128,613 Internal Grade 4-7 (Pass normal risk) 63,665 28,951 55,852 26,620 19,018 26,279 339,359 2,608 562,352 Internal Grade 8-11 (Pass high risk and watch) 115,792 66,415 57,699 82,790 15,758 7,254 220,097 3,462 569,267 Internal Grade 12 (Special mention) — 758 — 827 — 268 1,193 — 3,046 Internal Grade 13 (Substandard accrual) 5,549 3,146 3,385 3,242 1,251 714 5,262 5,799 28,348 Internal Grade 14 (Substandard non-accrual) 10,422 8,029 7,912 1,991 311 171 2,399 35,694 66,929 Current period gross charge-offs 623 383 749 110 312 1,487 1,095 2,611 7,370 Construction and land development Internal Grade 1-3 (Pass low risk) $ 4,961 $ — $ 2,790 $ 864 $ — $ 204 $ — $ — $ 8,819 Internal Grade 4-7 (Pass normal risk) 129,816 147,471 133,448 50,029 5,899 2,727 5,681 — 475,071 Internal Grade 8-11 (Pass high risk and watch) 167,470 130,653 32,683 6,409 2,821 2,404 3,536 — 345,976 Internal Grade 12 (Special mention) — 272 — — — — — — 272 Internal Grade 13 (Substandard accrual) 12,758 1,923 156 105 — — — — 14,942 Internal Grade 14 (Substandard non-accrual) 1,138 1,264 82 — — — — — 2,484 Current period gross charge-offs — — — — — — — — — Construction and land development - individuals FICO less than 620 $ — $ — $ — $ — $ — $ — $ — $ — $ — FICO between 620 and 720 4,473 — — — — 836 — — 5,309 FICO greater than 720 10,072 7,535 — 118 48 — — — 17,773 Substandard non-accrual — — — — — — — — — Other (1) 118 — — — — — — — 118 Current period gross charge-offs — — — — — — — — — 1-4 family residential FICO less than 620 $ 305 $ 628 $ 1,147 $ 467 $ 734 $ 21,583 $ 208 $ — $ 25,072 FICO between 620 and 720 15,080 20,856 17,912 9,187 4,165 26,764 1,512 1,102 96,578 FICO greater than 720 88,185 132,526 501,830 677,934 80,890 73,566 2,997 654 1,558,582 Substandard non-accrual 28 — — 1,103 — 6,745 — — 7,876 Other (1) 39,253 14,523 5,219 — 1,344 4,515 1,573 20,356 86,783 Current period gross charge-offs — — — — — 1 — — 1 Consumer FICO less than 620 $ 642 $ 230 $ 253 $ 23 $ 47 $ 4 $ 377 $ 6 $ 1,582 FICO between 620 and 720 2,597 1,639 812 231 134 35 1,958 32 7,438 FICO greater than 720 4,026 2,275 1,522 547 185 1 2,692 — 11,248 Substandard non-accrual — — — — — — — — — Other (1) 6,313 1,211 644 105 13 11 272 — 8,569 Current period gross charge-offs 114 79 — — — 3 10 5 211 Total loans with credit quality measures $ 1,082,335 $ 1,028,497 $ 1,588,918 $ 1,657,863 $ 533,068 $ 651,316 $ 683,361 $ 109,958 $ 7,335,316 Commercial and industrial (mortgage warehouse lending) $ 303,670 Broker-dealer (margin loans and correspondent receivables) $ 340,644 Total loans held for investment $ 7,979,630 (1) Loans classified in this category were assigned a FICO score for credit modeling purposes. |