10-Q – 2026-03-11 – avgo-20260201.htm

• negative publicity regarding us or our business, or that of our significant customers, whether accurate or not;
• fluctuations in the valuation and results of operations of our significant customers as well as companies perceived by investors to be comparable to us;
• announcements of proposed acquisitions by us or our competitors;
• announcements of, or expectations of, additional debt or equity financing transactions;
• hedging or arbitrage trading activity involving our common stock; and
• significant sales of our common stock by one or more of our largest investors.
These fluctuations are often unrelated or disproportionate to our operating performance. Broad market and industry fluctuations, as well as general economic, political and market conditions such as recessions, interest rate changes, market corrections or currency fluctuations, may negatively impact the market price of our common stock. You may not realize any return on your investment in us and may lose some or all of your investment. In the past, companies that have experienced volatility in the market price of their stock have been subject to securities class action litigation. We may be the target of this type of litigation in the future. In addition, we have been, and in the future we may be, subject to lawsuits stemming from our acquisitions. Securities litigation against us, including the lawsuits related to such acquisitions, could result in substantial costs and divert our management’s attention from other business concerns, which could seriously harm our business.
The amount and frequency of our stock repurchases may fluctuate.
The amount, timing and execution of our stock repurchase program may fluctuate based on our priorities for the use of cash for other purposes. These purposes include operational spending, capital spending, acquisitions, repayment of debt and returning cash to our stockholders as dividend payments. Changes in cash flows, tax laws and our stock price could also impact our stock repurchase program. We are not obligated to repurchase any specific amount of shares of common stock, and the stock repurchase program may be suspended or terminated at any time.
There can be no assurance that we will continue to declare cash dividends.
Our Board of Directors has adopted a dividend policy pursuant to which we currently pay a cash dividend on our common stock on a quarterly basis. The declaration and payment of any dividend is subject to the approval of our Board of Directors and our dividend may be discontinued or reduced at any time. Because we are a holding company, our ability to pay cash dividends is also limited by restrictions or limitations on our ability to obtain sufficient funds through dividends from subsidiaries. There can be no assurance that we will declare cash dividends in the future in any particular amounts, or at all. A reduction in our cash dividend payments could have a negative effect on our stock price.
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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Issuer Purchases of Equity Securities
The following table presents our repurchases during the fiscal quarter ended February 1, 2026 pursuant to a stock repurchase program to repurchase up to $ 10 billion of our common stock through December 31, 2025 authorized by our Board of Directors in the second quarter of fiscal year 2025, which was subsequently extended through December 31, 2026 and increased to $ 11 billion.

Period Total Number of Shares Purchased Average Price per Share Total Number of Shares Purchased as Part of Publicly Announced Plan Approximate Dollar Value of Shares That May Yet Be Purchased Under the Plan

(In millions, except per share data)
November 3, 2025 - November 30, 2025 —  $ —  —  $ 7,550 
December 1, 2025 - December 28, 2025 15  $ 337.23  15  $ 2,550 
December 29, 2025 - February 1, 2026 8  $ 345.40  8  $ 700 
23  $ 340.15  23 

Subsequent to the fiscal quarter ended February 1, 2026, our Board of Directors authorized a stock repurchase program to repurchase up to $ 10 billion of our common stock from time to time through December 31, 2026.
Repurchases under our stock repurchase programs may be made through a variety of methods, including open market or privately negotiated purchases. The timing and amount of shares repurchased will depend on the stock price, business and market conditions, corporate and regulatory requirements, alternative investment opportunities, acquisition opportunities and other factors. We are not obligated to repurchase any specific amount of shares of common stock, and the stock repurchase programs may be suspended or terminated at any time.

Item 3. Defaults Upon Senior Securities
None.

Item 4. Mine Safety Disclosures
None.

Item 5. Other Information
Insider Trading Arrangement
Henry Samueli , Ph.D., our Chairman of the Board , has voting and dispositive power over the shares held by D95GT, LLC (“D95GT”) and H&S Investments I, L.P. (“H&S Investments”) and disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest. Dr. Samueli does not have a pecuniary interest in the shares held by the Samueli Foundation or The Rinks Foundation, but the Samueli Foundation and The Rinks Foundation may be deemed an affiliate of Dr. Samueli. On December 16, 2025 , D95GT, H&S Investments, the Samueli Foundation and The Rinks Foundation adopted a trading plan intended to satisfy Rule 10b5-1(c) under the Exchange Act (the “Trading Plan”). Pursuant to the Trading Plan, (i) D95GT will gift up to $105,678,000 in shares of Broadcom common stock to the Samueli Foundation and (ii) H&S Investments will gift up to $94,322,000 in shares of Broadcom common stock to the Samueli Foundation, up to $9,000,000 in shares of Broadcom common stock to The Rinks Foundation and up to $105,000,000 in shares of Broadcom common stock to a charity. The Samueli Foundation and The Rinks Foundation will subsequently sell all shares donated to them as provided above. Pursuant to the Trading Plan, D95GT will also sell up to $660,000,000 in shares of Broadcom common stock and H&S Investments will also sell up to $340,000,000 in shares of Broadcom common stock. The Trading Plan will expire on December 31, 2026, subject to early termination for certain specified events set forth in the Trading Plan.
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Item 6. Exhibits
EXHIBIT INDEX

Incorporated by Reference

Exhibit Number Description Form File No.
Exhibit
Filing Date Filed Herewith
2.1  Agreement and Plan of Merger, dated as of May 26, 2022, by and among Broadcom Inc., VMware, Inc., Verona Holdco, Inc., Verona Merger Sub, Inc., Barcelona Merger Sub 2, Inc. and Barcelona Merger Sub 3, LLC.
8-K
001-38449 2.1 05-26-2022
3.1  Amended and Restated Certificate of Incorporation (including all amendments thereto).
10-Q
001-38449 3.1 09-11-2024

3.2  Amended and Restated Bylaws.
8-K12B
001-38449 3.2 04-04-2018
4.1  Form of Common Stock Certificate.
10-Q
001-38449 4.1 06-14-2018
4.2  Description of Common Stock.
10-K
001-38449 4.2 12-20-2024
4.3  Indenture, dated as of January 19, 2017, by and among the Broadcom Corporation and Broadcom Cayman Finance Limited (the “Co-Issuers”), the guarantors and Wilmington Trust, National Association, as trustee.
8-K
001-37690 4.1 01-20-2017
4.4  First Supplemental Indenture to the January 2017 Indenture, dated as of April 9, 2018.
8-K
001-38449 4.1 04-09-2018
4.5  Second Supplemental Indenture to the January 2017 Indenture, dated as of January 25, 2019.
8-K
001-38449 4.1 01-25-2019
4.6  Indenture, dated as of October 17, 2017, by and among the Co-Issuers, the guarantors and Wilmington Trust, National Association, as trustee.
8-K
001-37690 4.1 10-17-2017
4.7  Supplemental Indenture to the October 2017 Indenture, dated as of April 9, 2018.
8-K
001-38449 4.2 04-09-2018
4.8  Second Supplemental Indenture to the October 2017 Indenture, dated as of January 25, 2019.
8-K
001-38449 4.2 01-25-2019
4.9  Form of 3.500% Senior Notes due 2028 (included in Exhibit 4.7).
8-K
001-37690 4.1 10-17-2017
4.10  Indenture, dated as of April 5, 2019, by and among the Company as Issuer, Broadcom Technologies Inc., Broadcom Corporation and Broadcom Cayman Finance Limited, and Wilmington Trust, National Association, as trustee.
8-K
001-38449 4.1 04-05-2019
4.11  Form of 4.750% Senior Notes due 2029 (included in Exhibit 4.1 0 ).
8-K
001-38449 4.1 04-05-2019
4.12  Indenture, dated as of April 9, 2020, by and among the Company, as Issuer, Broadcom Technologies Inc. and Broadcom Corporation (the “2020 Guarantors”), and Wilmington Trust, National Association, as trustee.
8-K
001-38449 4.1 04-09-2020
4.13  Form of 5.000% Senior Notes due 2030 (included in Exhibit 4.1 2 ) .
8-K
001-38449 4.1 04-09-2020
4.14  Indenture, dated as of May 8, 2020, by and among the Company as Issuer, the 2020 Guarantors, and Wilmington Trust, National Association, as trustee.
8-K
001-38449 4.1 05-08-2020
4.15  Form of 3.150% Senior Notes due 2025 (included in Exhibit 4.1 4 ).
8-K
001-38449 4.1 05-08-2020
4.16  Form of 4.150% Senior Notes due 2030 (included in Exhibit 4.1 4 ).
8-K
001-38449 4.1 05-08-2020
4.17  Form of 4.300% Senior Notes due 2032 (included in Exhibit 4.1 4 ).
8-K
001-38449 4.1 05-08-2020
4.18  Indenture, dated as of May 21, 2020, by and among the Company, the 2020 Guarantors and Wilmington Trust, National Association, as trustee.
8-K
001-38449 4.1 05-21-2020
4.19  Form of 3.459% Senior Notes due 2026 (included in Exhibit 4. 18 ).
8-K
001-38449 4.1 05-21-2020
4.20  Indenture, dated as of January 19, 2021, by and among the Company, the 2020 Guarantors and Wilmington Trust, National Association, as Trustee.
8-K
001-38449 4.1 01-19-2021
4.21  Form of 1.950% Senior Notes due 2028 (included in Exhibit 4. 20 ).
8-K
001-38449 4.1 01-19-2021
4.22  Form of 2.450% Senior Notes due 2031 (included in Exhibit 4.2 0 ).
8-K
001-38449 4.1 01-19-2021
4.23  Form of 2. 6 00% Senior Notes due 2033 (included in Exhibit 4.2 0 ).
8-K
001-38449 4.1 01-19-2021
4.24  Form of 3.500% Senior Notes due 2041 (included in Exhibit 4.2 0 ).
8-K
001-38449 4.1 01-19-2021
4.25  Form of 3.750% Senior Notes due 2051 (included in Exhibit 4.2 0 ).
8-K
001-38449 4.1 01-19-2021
4.26  Indenture, dated as of March 31, 2021, by and between the Company and Wilmington Trust, National Association, as Trustee .
8-K
001-38449 4.1 03-31-2021
4.27  Form of 3.419% Senior Notes due 2033 (included in Exhibit 4. 2 6 ) .
8-K
001-38449 4.1 03-31-2021
4.28  Form of 3.469% Senior Notes due 2034 (included in Exhibit 4. 2 6 ) .
8-K
001-38449 4.1 03-31-2021
4.29  Indenture, dated as of September 30, 2021, by and between the Company and Wilmington Trust, National Association, as Trustee.
8-K
001-38449 4.1 09-30-2021
4.30  Form of 3.137% Senior Notes due 2035 (included in Exhibit 4. 29 ).
8-K
001-38449 4.1 09-30-2021
4.31  Form of 3.187% Senior Notes due 2036 (included in Exhibit 4. 29 ).
8-K
001-38449 4.1 09-30-2021
4.32  Registration Rights Agreement, dated as of September 30, 2021, by and among the Company and BNP Paribas Securities Corp., J.P. Morgan Securities LLC and TD Securities (USA) LLC, as dealer-mangers in connection with the September 2021 exchange offer.
8-K
001-38449 4.4
09-30-2021
4.33  Indenture, dated April 14, 2022, between the Company and Wilmington Trust, National Association, as trustee.
8-K
001-38449 4.1 04-15-2022
4.34  Form of 4.00% Senior Notes due 2029 (included in Exhibit 4.3 3 ).
8-K
001-38449 4.1 04-15-2022
4.35  Form of 4.15% Senior Notes due 2032 (included in Exhibit 4.3 3 ).
8-K
001-38449 4.1 04-15-2022
4.36  Registration Rights Agreement, dated as of April 14, 2022, between the Company and BofA Securities, Inc., HSBC Securities (USA) Inc., and RBC Capital Markets, LLC, as representatives of the several initial purchasers of the April 2022 Senior Notes.
8-K
001-38449 4.4 04-15-2022
4.37  Indenture, dated April 18, 2022, between the Company and Wilmington Trust, National Association, as trustee.
8-K
001-38449 4.1 04-18-2022
4.38  Form of 4.926% Senior Notes due 2037 (included in Exhibit 4. 3 7 ).
8-K
001-38449 4.1 04-18-2022
4.39  Registration Rights Agreement, dated April 18, 2022, between the Company and Barclays Capital Inc., BBVA Securities Inc., BNP Paribas Securities Corp. and J.P. Morgan Securities LLC, as dealer-managers in connection with the April 2022 Exchange Offer.
8-K
001-38449 4.3 04-18-2022
4.40  Indenture, dated July 12, 2024, between the Company and Wilmington Trust, National Association, as trustee.
8-K
001-38449
4.1 07-12-2024
4.41  Supplemental Indenture No. 1, dated July 12, 2024, between the Company and Wilmington Trust, National Association, as trustee.
8-K
001-38449
4.2 07-12-2024
4.42  Form of 5.050% Senior Notes due 2027 (included in Exhibit 4.4 1 ).
8-K
001-38449 4.2
07-12-2024
4.43  Form of 5.050% Senior Notes due 2029 (included in Exhibit 4.4 1 ).
8-K
001-38449
4.2 07-12-2024
4.44  Form of 5.150% Senior Notes due 2031 (included in Exhibit 4.4 1 ).
8-K
001-38449
4.2 07-12-2024
4.45  Supplemental Indenture No. 2, dated October 2, 2024, between the Company and Wilmington Trust, National Association, as trustee.
8-K
001-38449
4.2 10-02-2024
4.46  Form of 4.350% Senior Notes due 2030 (included in Exhibit 4. 4 5 ).
8-K
001-38449
4.2 10-02-2024
4.47  Form of 4.550% Senior Notes due 2032 (included in Exhibit 4. 4 5 ).
8-K
001-38449
4.2 10-02-2024
4.48  Form of 4.800% Senior Notes due 2034 (included in Exhibit 4. 4 5 ).
8-K
001-38449
4.2 10-02-2024
4.49  Supplemental Indenture No. 3, dated January 10, 2025, between the Company and Wilmington Trust, National Association, as trustee.
8-K
001-38449
4.2 01-10-2025
4.50  Form of 4.800% Senior Notes due 2028 (included in Exhibit 4. 49 ).
8-K
001-38449
4.2 01-10-2025
4.51  Form of 5.050% Senior Notes due 2030 (included in Exhibit 4. 49 ).
8-K
001-38449
4.2 01-10-2025
4.52  Form of 5.200% Senior Notes due 2032 (included in Exhibit 4. 49 ).
8-K
001-38449
4.2 01-10-2025
4.53  Supplemental Indenture No. 4, dated July 11, 2025, between the Company and Wilmington Trust, National Association, as trustee.
8-K
001-38449
4.2 07-11-2025
4.54  Form of 4.600% Seni or Note s due 2030 (included in Exhibit 4.5 3 ).
8-K
001-38449
4.2 07-11-2025
4.55  Form of 4.900% Senior Note s due 2032 (included in Exhibit 4.5 3 ).
8-K
001-38449
4.2 07-11-2025
4.56  Form of 5.200% Senior Note s due 2035 (included in Exhibit 4.5 3 ).
8-K
001-38449 4.2 07-11-2025
4.57  Supplemental Indenture No. 5, dated September 29, 2025, between the Company and Wilmington Trust, National Association, as trustee.
8-K
001-38449 4.2 09-29-2025
4.58  Form of 4.200% Senior Notes due 2030 (included in Exhibit 4. 5 7 ).
8-K
001-38449 4.2 09-29-2025
4.59  Form of 4.800% Senior Notes due 2036 (included in Exhibit 4. 5 7 ).
8-K
001-38449 4.2 09-29-2025
4.60  Form of 4.900% Senior Notes due 2038 (included in Exhibit 4. 5 7 ).
8-K
001-38449 4.2 09-29-2025
4.61  Supplemental Indenture No. 6 , dated January 13, 202 6, between the Company and Wilmington Trust, National Association , as trustee.
8-K
001-38449
4.2 1-13-2026

4.62  Form of 4.300% Senior Notes due 2031 (included in Exhibit 4.6 1 ).
8-K
001-38449
4.2 1-13-2026

4.63  Form of 4.600% Senior Notes due 2033 (included in Exhibit 4.6 1 ).
8-K
001-38449
4.2 1-13-2026

4.64  Form of 4.950% Senior Notes due 2036 (included in Exhibit 4.6 1 ).
8-K
001-38449
4.2 1-13-2026

4.65  Form of 5.700% Senior Notes due 2056 (included in Exhibit 4.6 1 ).
8-K
001-38449
4.2 1-13-2026

10.1+ Severance Benefit Agreement, dated January 1, 2026, between Broadcom Inc. and Ram Velaga.
X
31.1  Certification of Principal Executive Officer of Broadcom Inc. Pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
    X
31.2  Certification of Principal Financial Officer of Broadcom Inc. Pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, a s Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
X
32.1  Certification of Principal Executive Officer of Broadcom Inc. Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
X
32.2  Certification of Principal Financial Officer of Broadcom Inc. Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
X
101.INS Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
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101.SCH Inline XBRL Schema Document
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101.CAL Inline XBRL Calculation Linkbase Document
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101.DEF Inline XBRL Definition Linkbase Document
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101.LAB Inline XBRL Labels Linkbase Document
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101.PRE Inline XBRL Presentation Linkbase Document
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Notes:

+ Indicates a management contract or compensatory plan or arrangement.

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SIGNATURES
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 thereunto duly authorized.
BROADCOM INC.
By: /s/ Kirsten M. Spears
Kirsten M. Spears
Chief Financial Officer

Date: March 11, 2026
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