On January 6, 2026, Broadcom Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with BofA Securities, Inc. and J.P. Morgan Securities LLC, 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 $4,500,000,000 aggregate principal amount of its senior notes, consisting of $750,000,000 aggregate principal amount of its 4.300% senior notes due 2031 (the “2031 Notes”), $1,250,000,000 aggregate principal amount of its 4.600% senior notes due 2033 (the “2033 Notes”), $1,250,000,000 aggregate principal amount of its 4.950% senior notes due 2036 (the “2036 Notes”) and $1,250,000,000 aggregate principal amount of its 5.700% senior notes due 2056 (the “2056 Notes” and together with the 2031 Notes, the 2033 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 January 8, 2026, 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. 6, dated January 13, 2026 (the “Supplemental Indenture”), between the Company and the Trustee.
The 2031 Notes will mature on January 15, 2031, the 2033 Notes will mature on January 15, 2033, the 2036 Notes will mature on January 15, 2036 and the 2056 Notes will mature on January 15, 2056. 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.
The Company expects to use the net proceeds from the sale of the Notes for general corporate purposes and for repayment of debt. In connection with such repayment, on January 7, 2026, (x) the Company provided notice to holders of (i) the outstanding 4.110% Senior Notes due 2028 (the “4.110% Notes”), issued pursuant to that certain Indenture, dated as of May 21, 2020 (as amended, supplemented or otherwise modified from time to time with respect to the 4.110% Notes, the “4.110% Indenture”), by and between the Company and Wilmington Trust, National Association, (ii) the outstanding 4.150% Senior Notes due 2028 (the “4.150% Notes”), issued pursuant to the Base Indenture (as amended, supplemented or otherwise modified from time to time with respect to the 4.150% Notes, the “4.150% Indenture”) and (iii) the outstanding 5.050% Senior Notes due 2027 (the “5.050% Notes”), issued pursuant to the Base Indenture (as amended, supplemented or otherwise modified from time to time with respect to the 5.050% Notes, the “5.050% Indenture”) and (y) the Company’s subsidiary VMware LLC (f/k/a VMware, Inc.) (“VMware”) gave notice to holders of its outstanding 3.900% Senior Notes due 2027 (the “3.900% Notes” and, together with the 4.110% Notes, the 4.150% Notes and the 5.050% 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 with respect to the 3.900% Notes, the “3.900% Indenture” and, together with the 4.110% Indenture, the 4.150% Indenture and the 5.050% Indenture, each an “Indenture”), by and between VMware and The Bank of New York Mellon Trust Company, N.A., that, in the case of the 4.110% Notes, on January 22, 2026, in the case of the 4.150% Notes and the 5.050% Notes, on January 17, 2026, and in the case of the 3.900% Notes, on February 6, 2026 (each date, a “Redemption Date”), the Company or VMware, as applicable, will redeem an aggregate principal amount of $1,118,175,000 of 4.110% Notes outstanding, an aggregate principal amount of $875,000,000 of 4.150% Notes outstanding, an aggregate principal amount of $757,000,000 of 5.050% Notes outstanding and an aggregate principal amount of $1,250,000,000 of 3.900% Notes outstanding, which, in the case of the 4.110% Notes, the 4.150% Notes and the 3.900% Notes, 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 equal to the greater of (x) 100% of the principal amount of the Redeemed Notes to be redeemed and (y) the sum of the present values of the remaining scheduled payments of principal and interest thereon assuming the Redeemed Notes matured on the respective Par Call Date (as defined in the respective Indenture), 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 4.110% Notes, 50 basis
