[8-K] Broadcom Inc. Reports Material Event

Rhea-AI Filing Summary

Broadcom granted a long-term, service- and performance-based equity award to its CEO, Mr. Tan, tied to AI-related revenue targets and continued employment through fiscal 2030. The "Tan PSU Award" vests only if challenging AI revenue goals are met during a three-year performance period covering fiscal 2028–2030 and if Mr. Tan remains in service through the end of fiscal 2030, with final vesting on the last day of fiscal 2030. The award supplements previously granted PSUs and includes non-transferable after-tax shares that Mr. Tan must hold through specified holding periods, with transfer restrictions and potential extensions if he voluntarily resigns without good reason. If Mr. Tan ceases service during the vesting period, the award is forfeited except as otherwise noted.

Positive

• Performance-based structure linking vesting to AI-related revenue targets over a defined three-year performance period
• Retention incentive requiring continued service through the end of fiscal 2030 with final vesting on that date
• Share-holding requirement for after-tax shares that aligns executive interests with long-term shareholders

Negative

• Forfeiture risk: award is forfeited if the executive ceases service during the Vesting Period, increasing binary outcome risk
• Transfer restrictions and committee discretion limit liquidity for the executive and vest the Compensation Committee with consent authority
• Extended holding period on voluntary resignation can prolong restrictions through October 31, 2032 if Mr. Tan resigns without good reason

Insights

Compensation Analyst

TL;DR: The award ties CEO retention to measurable AI revenue outcomes, aligning long-term leadership incentives with strategic AI growth goals.

The Tan PSU Award is structured as a multi-year, performance-based equity incentive that conditions payout on both attainment of AI-related revenue targets and continuous service through fiscal 2030. This design promotes executive focus on AI revenue growth over a defined performance period and links realized equity to sustained tenure. The added requirement to hold specific after-tax shares for set holding periods further aligns long-term executive and shareholder interests by discouraging near-term disposition of awarded shares. From a compensation design perspective, the award is potent for retention and strategic alignment given the single final vesting date and stringent service requirements.

Corporate Governance Expert

TL;DR: The grant is material for governance and succession planning but includes restrictive terms and forfeiture risks that merit close disclosure clarity.

The filing discloses transfer restrictions, extended holding periods if Mr. Tan voluntarily resigns, and full forfeiture upon termination during the vesting period, except as noted. These provisions are governance-relevant because they concentrate remedies and control in the Compensation Committee's discretion (e.g., consent to transfer). The single final vesting date with no interim vesting increases binary outcome risk for stakeholders assessing executive compensation effectiveness. Clear disclosure on the exact AI revenue targets and potential committee discretion would improve transparency; however, those specifics are not present in the provided text.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): September 3, 2025

Broadcom Inc.

(Exact Name of Registrant as Specified in Charter)

Delaware		001-38449		35-2617337
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

3421 Hillview Avenue

Palo Alto, California 94304

(Address of principal executive offices including zip code)

(650) 427-6000

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class		Trading Symbol(s)		Name of Each Exchange on Which Registered
Common Stock, $0.001 par value		AVGO		The NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e)

Broadcom Inc. (the “Company”) delivers a broad range of semiconductor and infrastructure software solutions that are integral to the ongoing rapid transformation of the technological landscape, including developments in artificial intelligence (“AI”) and cloud computing. Under the leadership of the Company’s President and Chief Executive Officer, Hock E. Tan, the Company has developed advanced technologies that drive AI adoption, including custom AI accelerators, XPUs, network switches and other AI-related products, such as racks. The Company’s stockholders have also expressed support in securing the continued leadership of Mr. Tan to lead the Company through the unprecedented transformation of the semiconductor industry due to AI.

The independent members of the Company’s Board of Directors (the “Board”) believe that for the Company to compete successfully in a highly competitive technology industry that is undergoing profound change due to AI, the Company must continue to develop increasingly advanced technologies or execute on new strategies and business models to meet the accelerating demand of its customers. As a result, the independent members of the Board approved the Tan PSU Award (defined below) to incentivize Mr. Tan to extend his leadership of the Company through fiscal 2030.

The independent members of the Board also consider Mr. Tan and the Tan PSU Award, which includes rigorous, challenging targets that would create value for both the Company and its stockholders and reflects feedback from its stockholders, essential to the Company’s next phase of transformative growth due to AI.

Based on these considerations and in consultation with its independent compensation consultant, on September 3, 2025 (the “Grant Date”), the independent members of the Board granted Mr. Tan an award (the “Tan PSU Award”) of performance stock units (the “PSUs”) as part of the annual equity award program. The vesting of the PSUs under the Tan PSU Award is contingent on both (i) attainment of challenging AI-related revenue targets during a three-year performance period from the start of fiscal 2028 through the end of fiscal 2030 (the “Performance Period”) and (ii) continued service requirements from the Grant Date through the end of fiscal 2030 (the “Vesting Period”).

2023 PSU Award Holding Requirement

As a condition to the grant of the Tan PSU Award, Mr. Tan has agreed to certain post-vesting holding requirements with respect to the after-tax shares of the Company’s common stock (the “Non-Transferable Shares”) Mr. Tan would receive at the end of fiscal 2027 upon the vesting of the PSU award previously granted to Mr. Tan on October 31, 2022 (the “2023 PSU Award”).

Mr. Tan has agreed to hold the Non-Transferable Shares through November 3, 2030, and if he voluntarily resigns without good reason prior to November 4, 2030, then such holding period will extend through October 31, 2032 (in each case, the “Holding Period Expiration Date”). During this holding period Mr. Tan has agreed not to sell, assign, transfer, pledge, hypothecate or otherwise encumber or dispose of (collectively, “Transfer”) the Non-Transferable Shares without the prior written consent of the Compensation Committee of the Board (the “Committee”).

In the event of (i) Mr. Tan’s death or permanent disability, (ii) the termination of Mr. Tan’s employment by the Company, or (iii) Mr. Tan’s termination of employment due to a resignation for good reason, the Holding Period Expiration Date will be the date of such event, as applicable.

If Mr. Tan requests permission from the Committee to Transfer any Non-Transferable Shares prior to the Holding Period Expiration Date, (i) during his employment, then the Committee will provide consent to a Transfer if it determines in its discretion that, after such Transfer, the number of shares of the Company’s common stock (the “Shares”) held by Mr. Tan, together with the shares underlying the Tan PSU Award, is commensurate, in the Committee’s judgment, with the total number of Non-Transferable Shares or (ii) if Mr. Tan has voluntarily resigned without good reason, then the Committee will provide consent if Mr. Tan will continue to hold at least 50% of the Non-Transferable Shares after such Transfer.

Incentive Opportunities of the Tan PSU Award Aligned with Stockholders

The independent members of the Board designed the Tan PSU Award to deliver value to Mr. Tan only if the Company significantly increases its total revenue with respect to the Company’s AI products, including but not limited to revenue with respect to the Company’s custom AI accelerators, XPUs, ASICs, and networking and connectivity solutions (the “AI Revenue”), during the Performance Period. If Mr. Tan continues to provide services to the Company throughout the Vesting Period and achieves the Applicable AI Revenue (defined below) during the Performance Period, the Shares under the Tan PSU Award will vest on the last day of fiscal 2030 (the “Final Vesting Date”), without any interim vesting opportunities and except as otherwise set forth below.

Terms of the Tan PSU Award

The performance goal under the Tan PSU Award is achieved when the highest aggregate AI Revenue for a period of any four consecutive fiscal quarters within the Performance Period (the “Applicable AI Revenue”) is between the Achievement Levels set forth in the table below. The target number of Shares subject to the Tan PSU Award is 610,521 Shares (the “Target PSUs”) and the actual number of Shares earned by Mr. Tan on the Final Vesting Date (the “Earned PSUs”) will be the product of multiplying the Payout Percentage, as determined in accordance with the table below, by the Target PSUs.

Achievement Level		Payout Percentage		Applicable AI Revenue
Maximum		300%		≥$120 billion
Stretch		200%		$105 billion
Target		100%		$90 billion
Threshold		0%		≤$60 billion

If the Applicable AI Revenue is between the Achievement Levels set forth in the table above, then the Payout Percentage will be determined using a linear interpolation between these levels. If the Applicable AI Revenue is less than or equal to the Threshold Achievement Level set forth in the table above, then the Payout Percentage will be 0% and the Tan PSU Award will be forfeited in its entirety. If the Applicable AI Revenue is greater than the Maximum Achievement Level set forth in the table above, then the Payout Percentage will be 300%.

As soon as administratively practicable, and in any event within 45 days, following the end of the Performance Period, the Plan Administrator will determine the Applicable AI Revenue, the corresponding Payout Percentage and the number of Earned PSUs.

In the event Mr. Tan incurs a termination of employment or consultancy (a “Termination of Services”) during the Vesting Period, the Tan PSU Award will be forfeited in its entirety and the Shares will not be issued, except as otherwise described below:

• If, during the Performance Period, Mr. Tan incurs a Termination of Services (i) by him for good reason, (ii) by the Company without cause, or (iii) due to death or permanent disability (each, a “Covered Termination”), a prorated portion of the Target PSUs will remain outstanding and be subject to performance-based vesting in accordance with the Tan PSU Award, with proration based on the portion of the Performance Period during which Mr. Tan provided services.

• If a change in control of the Company occurs on or after the Grant Date and before the end of the first quarter of fiscal 2028, the Tan PSU Award will be forfeited in its entirety effective immediately prior to the change in control. If a change in control occurs after the end of the first quarter of fiscal 2028, the Performance Period will be shortened so that it ends on the last day of the last fiscal quarter of the Company ending immediately prior to the change in control. The number of Earned PSUs for such shortened Performance Period will be determined by multiplying (i) the prorated portion of the Target PSUs based on the portion of the Performance Period that is prior to the change in control, by (ii) the Payout Percentage. For purposes of determining the Payout Percentage for the shortened Performance Period prior to the first quarter of fiscal 2029, the Applicable AI Revenue levels included in the table above will be prorated accordingly if the change in control occurs during the second, third or fourth quarter of fiscal 2028. If a change of control occurs after the end of the fourth quarter of fiscal 2028, the Applicable AI Revenue levels in the table above will not be prorated. In the event of a change in control, any Earned PSUs will remain outstanding and be subject to time-based vesting in accordance with the Tan PSU Award. If Mr. Tan experiences a Covered Termination on or after the date of the change in control, such Earned PSUs will immediately vest in full.

The foregoing description of the Tan PSU Award does not purport to be complete and is qualified in its entirety by reference to the form of award agreement applicable to the Tan PSU Award, which is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
10.1		Form of Performance Stock Unit Award Agreement (Operating Metric) under Broadcom Inc. 2012 Stock Incentive Plan.
104		Cover Page Interactive Data File (formatted as Inline XBRL).

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 9, 2025

Broadcom Inc.
By:		/s/ Kirsten Spears
Name:		Kirsten Spears
Title:		Chief Financial Officer and Chief Accounting Officer

FAQ

What is the Tan PSU Award announced by Broadcom (AVGO)?

The Tan PSU Award is a grant of performance stock units that vests only if Mr. Tan meets AI-related revenue targets during fiscal 2028–2030 and remains in service through the end of fiscal 2030.

When will the Tan PSU Award vest if performance and service conditions are met?

If service and Applicable AI Revenue targets are achieved, the PSUs will vest on the last day of fiscal 2030 (the Final Vesting Date).

Are there restrictions on selling shares received from the award?

Yes. After-tax shares (Non-Transferable Shares) must be held through specified holding periods and cannot be transferred without prior written consent of the Compensation Committee.

What happens to the award if Mr. Tan stops providing services before the vesting date?

If Mr. Tan's service terminates during the Vesting Period, the Tan PSU Award will be forfeited in its entirety, except as otherwise described in the award agreement.

Does the award relate to any prior grants to Mr. Tan?

Yes. The award supplements a previously granted PSU award (the 2023 PSU Award) and references after-tax shares Mr. Tan would receive at the end of fiscal 2027 upon vesting of that prior award.