[SCHEDULE 13D/A] HILLTOP HOLDINGS INC. SEC Filing

Rhea-AI Filing Summary

Broadcom Inc. (NASDAQ: AVGO) filed a Form 8-K dated 11 July 2025 detailing two related capital-structure actions.

1. Termination of Existing Credit Agreement (Item 1.02)
• The company repaid in full and terminated its August 15 2023 credit agreement, which originally provided a $30.4 billion term-loan facility.
• Immediately before repayment, $6.0 billion of principal was outstanding; the facility would have matured in 2028 and bore interest at a floating rate (alternate base rate or Term SOFR plus a ratings-based margin).

2. New Senior-Notes Offering (Item 8.01)
• On 7 July 2025 Broadcom executed an underwriting agreement to issue $6.0 billion of unsecured senior notes:

• $1.75 billion 4.600% notes due 2030
• $1.75 billion 4.900% notes due 2032
• $2.50 billion 5.200% notes due 2035

• The notes rank pari passu with all other unsecured, unsubordinated obligations but are not guaranteed by subsidiaries, resulting in structural subordination to subsidiary debt.
• Net proceeds, together with cash on hand, were used to retire the term-loan facility described above.

Strategic Implications
• The transaction shifts $6 billion of floating-rate bank debt maturing in 2028 to fixed-rate public notes maturing between 2030–2035, extending Broadcom’s maturity ladder and removing variable-rate exposure.
• No financial statements were included; therefore, changes to leverage, coverage, or liquidity ratios are not quantified within this filing.

Positive

• Repayment of $6 billion outstanding on the 2023 term loan eliminates near-term 2028 maturity exposure.
• Issuance of $6 billion fixed-rate senior notes locks in rates through 2030–2035, reducing floating-rate risk.
• Proactive balance-sheet management demonstrates access to deep capital markets via tier-one underwriters.

Negative

• New notes lack subsidiary guarantees, making them structurally subordinated to subsidiary indebtedness.
• Longer-dated fixed coupons may carry higher nominal interest cost versus previous floating-rate loan, though figures are not provided.

Insights

Senior Financial Analyst

TL;DR – Broadcom refinances $6B term loan with $6B fixed-rate notes, extending maturities and eliminating floating-rate exposure.

Repaying the 2028 term loan with longer-dated fixed coupons simplifies Broadcom’s debt stack and locks in rates amid volatile benchmarks. The action is leverage-neutral (same principal) yet modestly beneficial to cash-flow predictability, as interest expense is now fixed through 2030–2035. While coupon levels are above recent SOFR prints, management gains certainty and avoids future spread step-ups linked to credit ratings. Overall, the move demonstrates proactive balance-sheet management and preserves liquidity by using market demand rather than cash reserves alone.

Credit Analyst

TL;DR – Refinance is structurally pari passu at parent level but notes lack subsidiary guarantees, leaving some credit risk unchanged.

From a credit standpoint, Broadcom swapped bank debt for capital-markets debt without altering total leverage. Fixed coupons mitigate rate volatility but are structurally subordinated to subsidiary liabilities because no guarantees are provided. Consequently, recovery prospects in a stress scenario could be marginally weaker for noteholders versus previous bank lenders who held upstream guarantees. The longer tenors modestly improve the company’s liquidity horizon yet leave overall leverage and subordination profile largely intact, producing a neutral credit impact.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 18)

HILLTOP HOLDINGS INC.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

432748101

(CUSIP Number)

Jennifer Wisinski
Haynes and Boone, LLP, 2801 N. Harwood Street, Suite 2300
Dallas, TX, 75201
(214) 651-5000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

07/09/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 432748101

1

Name of reporting person

Gerald J. Ford

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

PF, OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 265,136.00
8	Shared Voting Power 15,643,463.00
9	Sole Dispositive Power 265,136.00
10	Shared Dispositive Power 15,643,463.00

11

Aggregate amount beneficially owned by each reporting person

15,907,069.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

24.8 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

Rows 8, 10 and 11. Includes 98,789 shares of Common Stock that are directly beneficially owned by the Trust. Includes 15,544,674 shares of Common Stock that are directly beneficially owned by Financial LP. Row 13. Based on 64,155,154 shares of common stock outstanding on April 28, 2025, as disclosed in Hilltop's Definitive Proxy Statement on Schedule 14A filed by Hilltop with the SEC on April 30, 2025.

SCHEDULE 13D

CUSIP No. 432748101

1

Name of reporting person

Diamond A Financial, LP

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

TEXAS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 15,544,674.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 15,544,674.00

11

Aggregate amount beneficially owned by each reporting person

15,544,674.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

24.2 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

Row 13. Based on 64,155,154 shares of common stock outstanding on April 28, 2025, as disclosed in Hilltop's Definitive Proxy Statement on Schedule 14A filed by Hilltop with the SEC on April 30, 2025.

SCHEDULE 13D

CUSIP No. 432748101

1

Name of reporting person

Diamond HTH Stock Company, LP

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

TEXAS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 15,544,674.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 15,544,674.00

11

Aggregate amount beneficially owned by each reporting person

15,544,674.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

24.2 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

Rows 8, 10 and 11. Includes 15,544,674 shares of Common Stock that are directly beneficially owned by Financial LP. Row 13. Based on 64,155,154 shares of common stock outstanding on April 28, 2025, as disclosed in Hilltop's Definitive Proxy Statement on Schedule 14A filed by Hilltop with the SEC on April 30, 2025.

SCHEDULE 13D

CUSIP No. 432748101

1

Name of reporting person

Diamond HTH Stock Company GP, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

TEXAS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 15,544,674.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 15,544,674.00

11

Aggregate amount beneficially owned by each reporting person

15,544,674.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

24.2 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

Rows 8, 10 and 11. Includes 15,544,674 shares of Common Stock that are directly beneficially owned by Financial LP. Row 13. Based on 64,155,154 shares of common stock outstanding on April 28, 2025, as disclosed in Hilltop's Definitive Proxy Statement on Schedule 14A filed by Hilltop with the SEC on April 30, 2025.

SCHEDULE 13D

CUSIP No. 432748101

1

Name of reporting person

Turtle Creek Revocable Trust

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

TEXAS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 98,789.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 98,789.00

11

Aggregate amount beneficially owned by each reporting person

98,789.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.2 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

Row 13. Based on 64,155,154 shares of common stock outstanding on April 28, 2025, as disclosed in Hilltop's Definitive Proxy Statement on Schedule 14A filed by Hilltop with the SEC on April 30, 2025.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, par value $0.01 per share
(b)	Name of Issuer: HILLTOP HOLDINGS INC.
(c)	Address of Issuer's Principal Executive Offices: 6565 HILLCREST AVE., DALLAS, TEXAS , 75205.
Item 1 Comment: This Amendment No. 18 to Schedule 13D (this "Amendment") relates to shares of common stock, par value $0.01 per share ("Common Stock"), of Hilltop Holdings Inc., a Maryland corporation ("Hilltop"). This Amendment amends the Schedule 13D, as previously amended, filed with the Securities and Exchange Commission ("SEC") by Gerald J. Ford, a United States citizen, Diamond A Financial, LP, a Texas limited partnership, Diamond HTH Stock Company, LP, a Texas limited partnership, Diamond HTH Stock Company GP, LLC, a Texas limited liability company, and Turtle Creek Revocable Trust by furnishing the information set forth below. Except as otherwise specified in this Amendment, all previous Items are unchanged. Capitalized terms used herein which are not defined herein have the meanings given to them in the Schedule 13D, as previously amended, filed with the SEC.
Item 4.	Purpose of Transaction
	Item 4 is hereby amended and supplemented as follows: The information set forth in Item 6 of this Amendment is incorporated by reference into this Item 4.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Item 6 is hereby amended and supplemented as follows: As previously reported in Amendment No. 17 to Schedule 13D filed with the SEC on July 8, 2025, certain of Mr. Ford's children (the "First Family") filed a lawsuit in the First Division of the Business Court of Texas against the Reporting Persons (the "Litigation"). In connection with the Litigation, on July 9, 2025, the Reporting Persons agreed with the First Family not to sell any shares of Common Stock beneficially owned by the Reporting Persons on or prior to July 16, 2025.
Item 7.	Material to be Filed as Exhibits.
	Item 7 is hereby amended and supplemented as follows: "The following exhibit is filed to the Schedule 13D: Exhibit Number Description of Exhibit 99.A Joint Filing Agreement (incorporated herein by reference to Exhibit 99.A to the Schedule 13D filed on October 6, 2017, by the Reporting Persons with the SEC (File No. 005-79781)).

SIGNATURE

After reasonable 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.

Gerald J. Ford

Signature:	/s/ Gerald J. Ford
Name/Title:	Gerald J. Ford
Date:	07/11/2025

Diamond A Financial, LP

Signature:	Diamond HTH Stock Company, LP
Name/Title:	General Partner
Date:	07/11/2025

Signature:	Diamond HTH Stock Company GP, LLC
Name/Title:	General Partner
Date:	07/11/2025

Signature:	/s/ Gerald J. Ford
Name/Title:	Gerald J. Ford, Sole Member
Date:	07/11/2025

Diamond HTH Stock Company, LP

Signature:	Diamond HTH Stock Company GP, LLC
Name/Title:	General Partner
Date:	07/11/2025

Signature:	/s/ Gerald J. Ford
Name/Title:	Gerald J. Ford, Sole Member
Date:	07/11/2025

Diamond HTH Stock Company GP, LLC

Signature:	/s/ Gerald J. Ford
Name/Title:	Gerald J. Ford, Sole Member
Date:	07/11/2025

Turtle Creek Revocable Trust

Signature:	/s/ Gerald J. Ford
Name/Title:	Gerald J. Ford, Trustee
Date:	07/11/2025

FAQ

Why did Broadcom (AVGO) terminate its $30.4 billion term-loan facility?

The company used proceeds from a new $6 billion senior-notes offering, plus cash on hand, to repay the remaining $6 billion outstanding and close the facility.

What are the key terms of Broadcom's new senior notes issued in July 2025?

Broadcom sold $1.75 billion 4.600% notes due 2030, $1.75 billion 4.900% notes due 2032 and $2.5 billion 5.200% notes due 2035.

Are the new Broadcom notes secured or guaranteed?

The notes are unsecured and unsubordinated at the parent level and are not guaranteed by subsidiaries, making them structurally subordinated.

How does the refinancing affect Broadcom's debt maturity schedule?

The company replaces a 2028 floating-rate maturity with fixed-rate maturities in 2030, 2032 and 2035, extending its maturity ladder.

Were any financial statements or pro-forma leverage metrics included in the 8-K?

No. The filing contains no financial statements, so changes to leverage or interest expense are not quantified.