Broadcom (NASDAQ: AVGO) sells $4,500,000,000 notes and plans redemptions

Rhea-AI Filing Summary

Broadcom Inc. is raising $4,500,000,000 by issuing unsecured senior notes in four tranches: $750,000,000 of 4.300% notes due 2031, $1,250,000,000 of 4.600% notes due 2033, $1,250,000,000 of 4.950% notes due 2036, and $1,250,000,000 of 5.700% notes due 2056. These notes rank equally with Broadcom’s other unsecured, unsubordinated debt and are not guaranteed by subsidiaries, so they sit structurally behind subsidiary obligations.

The company expects to use the net proceeds for general corporate purposes and to repay debt. Broadcom and its VMware subsidiary have called for redemption $1,118,175,000 of 4.110% notes due 2028, $875,000,000 of 4.150% notes due 2028, $757,000,000 of 5.050% notes due 2027, and $1,250,000,000 of 3.900% notes due 2027 on specified redemption dates, generally at the greater of par or a make-whole amount plus accrued interest.

Insights

Capital structure and credit analyst

Broadcom refinances sizable debt, extending maturities with new unsecured notes.

Broadcom Inc. agreed to issue $4,500,000,000 of unsecured senior notes in four series, with coupons from 4.300% to 5.700% and maturities between 2031 and 2056. These notes are unsubordinated obligations that rank equally with other unsecured debt and are not guaranteed by subsidiaries, so they remain structurally junior to liabilities at the subsidiary level.

The company expects to use the net proceeds for general corporate purposes and repayment of debt, including redemptions of several existing series. Announced redemptions cover $1,118,175,000 of 4.110% notes due 2028, $875,000,000 of 4.150% notes due 2028, $757,000,000 of 5.050% notes due 2027, and $1,250,000,000 of 3.900% notes due 2027 issued by VMware LLC. Each series will be redeemed at the greater of 100% of principal or a make-whole amount based on Treasury Rate plus stated basis points, plus accrued interest.

This activity represents an ongoing balance-sheet management step, trading nearer-term obligations for longer-dated ones and locking in fixed coupons. The overall impact on leverage, interest expense, and liquidity depends on exact net proceeds and redemption pricing, but the disclosed structure focuses on extending maturities while honoring existing indenture make-whole provisions.

8-K Event Classification

2 items: 8.01, 9.01

2 items

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

FAQ

What did Broadcom Inc. (AVGO) announce in this 8-K?

Broadcom Inc. disclosed that it entered into an underwriting agreement to issue and sell $4,500,000,000 aggregate principal amount of unsecured senior notes in four tranches, with maturities in 2031, 2033, 2036 and 2056, and plans to use the proceeds in part to redeem existing debt.

How much in senior notes is Broadcom Inc. (AVGO) issuing and what are the coupons?

Broadcom is issuing $750,000,000 of 4.300% senior notes due 2031, $1,250,000,000 of 4.600% senior notes due 2033, $1,250,000,000 of 4.950% senior notes due 2036, and $1,250,000,000 of 5.700% senior notes due 2056, totaling $4,500,000,000.

What will Broadcom Inc. (AVGO) use the net proceeds of the notes offering for?

Broadcom expects to use the net proceeds from the sale of the notes for general corporate purposes and for repayment of debt, including the redemption of specified existing senior notes issued by Broadcom and its subsidiary VMware LLC.

Which existing Broadcom and VMware notes are being redeemed and in what amounts?

Broadcom or VMware, as applicable, will redeem $1,118,175,000 of 4.110% notes due 2028, $875,000,000 of 4.150% notes due 2028, $757,000,000 of 5.050% notes due 2027, and $1,250,000,000 of 3.900% notes due 2027, representing the full aggregate principal amount outstanding for the 4.110%, 4.150% and 3.900% series.

How will the redemption price for the Broadcom and VMware notes be determined?

Each series of redeemed notes will be redeemed at the greater of 100% of the principal amount or the sum of the present values of remaining scheduled principal and interest payments to the relevant Par Call Date, discounted at the Treasury Rate plus a stated number of basis points, plus accrued and unpaid interest to, but excluding, the applicable redemption date.

Are Broadcom Inc. (AVGO) new senior notes secured or guaranteed by subsidiaries?

The new notes are unsecured, unsubordinated obligations of Broadcom Inc. and will rank equally in right of payment with its existing and future unsecured, unsubordinated indebtedness. They will not be guaranteed by any subsidiaries and thus are structurally subordinated to subsidiary indebtedness and other liabilities.

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Understanding 8-K Material Events →

Accepted by SEC EDGAR 01/13/2026 - 04:06 PM Learn about SEC filing dates

false 0001730168 0001730168 2026-01-13 2026-01-13

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): January 13, 2026

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 8.01 Other Events.

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

points, in the case of the 4.150% Notes, 10 basis points, in the case of the 5.050% Notes, 10 basis points and, in the case of the 3.900% Notes, 25 basis points, plus 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 January 6, 2026 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 4.6, inclusive, each of which are incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
1.1		Underwriting Agreement, dated January 6, 2026, by and among Broadcom Inc. and BofA Securities, Inc. and J.P. Morgan Securities LLC (acting for themselves and as representatives of the several underwriters named therein).
4.1		Indenture, dated July 12, 2024, between Broadcom Inc. and Wilmington Trust, National Association, as trustee (incorporated by reference to Exhibit 4.1 to Broadcom Inc. Current Report on Form 8-K (File No. 001-38449) filed with the SEC on July 12, 2024).
4.2		Supplemental Indenture No. 6, dated January 13, 2026, between Broadcom Inc. and Wilmington Trust, National Association, as trustee.
4.3		Form of 4.300% Note due 2031 (included in Exhibit 4.2 to this Current Report on Form 8-K).
4.4		Form of 4.600% Note due 2033 (included in Exhibit 4.2 to this Current Report on Form 8-K).
4.5		Form of 4.950% Note due 2036 (included in Exhibit 4.2 to this Current Report on Form 8-K).
4.6		Form of 5.700% Note due 2056 (included in Exhibit 4.2 to this Current Report on Form 8-K).
5.1		Opinion of Wachtell, Lipton, Rosen & Katz, dated January 13, 2026, with respect to the Notes.
23.1		Consent of Wachtell, Lipton, Rosen & Katz (included in Exhibit 5.1 to this Current Report on Form 8-K).
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: January 13, 2026

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