UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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| Item 8.01 | Other Events. |
On September 22, 2025, Broadcom Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with J.P. Morgan Securities LLC, BofA Securities, Inc. and BNP Paribas Securities Corp., acting for themselves and as representatives of the several underwriters named therein (collectively, the “Underwriters”), pursuant to which the Company agreed to issue and sell to the Underwriters $5,000,000,000 aggregate principal amount of its senior notes, consisting of $1,000,000,000 aggregate principal amount of its 4.200% senior notes due 2030 (the “2030 Notes”), $2,250,000,000 aggregate principal amount of its 4.800% senior notes due 2036 (the “2036 Notes”) and $1,750,000,000 aggregate principal amount of its 4.900% senior notes due 2038 (the “2038 Notes” and together with the 2030 Notes and the 2036 Notes, the “Notes”).
The Notes were registered under the Securities Act of 1933, as amended (the “Act”), pursuant to the Company’s registration statement on Form S-3ASR (File No. 333-280715) (the “Registration Statement”), dated July 8, 2024. On September 24, 2025, the Company filed with the U.S. Securities and Exchange Commission (the “SEC”) a prospectus supplement (the “Prospectus Supplement”), containing the final terms of the Notes pursuant to Rule 424(b)(2) of the Act. The Notes were sold pursuant to the Underwriting Agreement and were issued pursuant to the Prospectus Supplement. The Notes are governed by the Indenture, dated July 12, 2024 (the “Base Indenture”), between the Company and Wilmington Trust, National Association, as trustee (the “Trustee”), as supplemented by the Supplemental Indenture No. 5, dated September 29, 2025 (the “Supplemental Indenture”), between the Company and the Trustee.
The 2030 Notes will mature on October 15, 2030, the 2036 Notes will mature on February 15, 2036 and the 2038 Notes will mature on February 15, 2038. The Notes are unsecured, unsubordinated obligations of the Company and will rank equally in right of payment with all of the Company’s existing and future unsecured, unsubordinated indebtedness, liabilities and other obligations. The Notes will not be guaranteed by any of the Company’s subsidiaries and will therefore be structurally subordinated to the indebtedness and other liabilities of the Company’s subsidiaries.
On September 23, 2025, the Company’s subsidiaries (x) Broadcom Corporation and Broadcom Technologies Inc. (the “Issuers”) provided notice to holders of the outstanding 3.875% Senior Notes due 2027 (the “3.875% Notes”), issued pursuant to that certain Indenture, dated as of January 19, 2017 (as amended, supplemented or otherwise modified from time to time, the “3.875% Indenture”), by and among Broadcom Corporation, Broadcom Technologies Inc. (as successor to Broadcom Cayman Finance Limited) and Wilmington Trust, National Association, (y) CA, Inc. (“CA”) gave notice to holders of its outstanding 4.700% Senior Notes due 2027 (the “4.700% Notes”), issued pursuant to that certain Indenture, dated as of June 1, 2008 (as amended, supplemented or otherwise modified from time to time, the “4.700% Indenture”), by and among CA and the U.S. Bank Trust Company, National Association (as successor to U.S. Bank National Association) and (z) VMware LLC (f/k/a VMware, Inc.) (“VMware”) gave notice to holders of its outstanding 4.650% Senior Notes due 2027 (the “4.650% Notes” and, together with the 3.875% Notes and the 4.700% Notes, collectively the “Redeemed Notes”) issued pursuant to that certain Indenture, dated as of August 21, 2017 (as amended, supplemented or otherwise modified from time to time, the “4.650% Indenture” and, together with the 3.875% Indenture and the 4.700% Indenture, each an “Indenture”), by and among VMware and The Bank of New York Mellon Trust Company, N.A., that, in the case of the 3.875% Notes, on October 23, 2025, in the case of the 4.700% Notes, on October 23, 2025, and in the case of the 4.650% Notes, on October 3, 2025 (each date, a “Redemption Date”), the Issuers, CA, or VMware, as applicable, will redeem an aggregate principal amount of $2,922,282,000 of 3.875% Notes outstanding, an aggregate principal amount of $215,416,000 of 4.700% Notes outstanding and an aggregate principal amount of $500,000,000 of 4.650% Notes outstanding, which, in each case, comprises the full aggregate principal amount of Redeemed Notes outstanding under such series.
Each series of Redeemed Notes will be redeemed at a redemption price of 100% of the principal amount thereof plus the sum of present values of remaining scheduled payments of principal and interest thereon, discounted to the respective Redemption Date on a semi-annual basis at the Treasury Rate (as defined in the respective Indenture) plus, in the case of the 3.875% Notes, 25 basis points, in the case of the 4.700% Notes, 35 basis points, and, in the case of the 4.650% Notes, 50 basis points, as of, and accrued and unpaid interest to, but excluding, the applicable Redemption Date in accordance with the terms of the applicable Indenture for such series of Redeemed Notes.
Please refer to the Prospectus Supplement dated September 22, 2025 for additional information regarding the Notes offering and the material terms and conditions of the Notes. The foregoing summary of the Notes does not purport to be complete and is qualified in its entirety by reference to the full text of (i) the Underwriting Agreement attached hereto as Exhibit 1.1; (ii) the Base Indenture, filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on July 12, 2024, a copy of which is attached hereto as Exhibit 4.1; (iii) the Supplemental Indenture attached hereto as Exhibit 4.2; and (iv) the forms of Notes attached hereto as Exhibits 4.3 through 4.5, inclusive, each of which are incorporated by reference herein.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: September 29, 2025
| Broadcom Inc. | ||
| By: | /s/ Kirsten M. Spears | |
| Name: | Kirsten M. Spears | |
| Title: | Chief Financial Officer and Chief Accounting Officer | |