브로드컴, 424B3 제출: 증권 설명서 (424B)

Registration Statement No. 333-296622

PROSPECTUS Broadcom Inc.

Broadcom Inc., a Delaware corporation (the “Issuer,” “Broadcom,” “we” or “us”), is offering (the “Exchange Offer”), upon the terms and subject to the conditions set forth in this prospectus, to exchange any and all of the notes that we issued on September 30, 2021, identified under “Title of the Outstanding Notes”

in the table below (collectively, the “Outstanding Notes”), for a like principal amount of notes that have been registered under the Securities Act of 1933, as amended (the “Securities Act”), having substantially the same terms as the Outstanding Notes of such series and evidencing the same indebtedness as the Outstanding Notes of such series, as described under “Title of the Exchange Notes” in the table below (collectively, the “Exchange

Notes” and, together with the Outstanding Notes, the “Notes”). The terms of the Exchange Offer are summarized below and are more fully described in this prospectus.

Description of the Outstanding Notes Description of the Exchange Notes

CUSIP Number Title of the Outstanding Notes Principal Amount Outstanding CUSIP Number Title of the Exchange Notes

11135F BP5 (Rule 144A) U1109M AW6 (Regulation S) 3.137% Senior Notes due 2035 $3,249,984,000 11135F BM2 3.137% Senior Notes due 2035

11135F BQ3 (Rule 144A) U1109M AX4 (Regulation S) 3.187% Senior Notes due 2036 $2,750,000,000 11135F BN0 3.187% Senior Notes due 2036

We are offering to exchange the Outstanding Notes for the Exchange Notes to satisfy our obligations in the registration rights agreement that we entered into when the Outstanding Notes were issued pursuant to Rule 144A and Regulation S under the Securities Act. By means of a separate prospectus and not by means of this prospectus, we are separately offering to exchange any and all of the notes that we issued on April 14, 2022. The offers are not conditioned on each other. This prospectus is not an offer to sell or a solicitation of an offer to buy any securities being offered in the other exchange offer.

The Exchange Offer

• We will exchange all Outstanding Notes that are validly tendered and not validly withdrawn prior to the Expiration Date (as defined below) for an equal principal amount of the respective series of Exchange Notes that are freely tradable, except in limited circumstances as described below.

• The Exchange Offer expires at 5:00 p.m., New York City time, on July 17, 2026, unless extended (the “Expiration Date”). We do not currently intend to extend the Expiration Date.

• To exchange your Outstanding Notes for Exchange Notes, you are required to make the representations described herein to us, including those set forth on pages 21 - 23 in the section entitled “The Exchange Offer.”

• You may withdraw tenders of your Outstanding Notes at any time prior to the Expiration Date of the Exchange Offer.

• The exchange of the Outstanding Notes for Exchange Notes in the Exchange Offer will not constitute a taxable event for U.S. federal income tax purposes.

• We will not receive any proceeds from the Exchange Offer. The Outstanding Notes surrendered and exchanged for the Exchange Notes will be retired and cancelled. Accordingly, the issuance of the Exchange Notes will not result in any increase in our outstanding indebtedness.

The Exchange Notes

• The terms of the Exchange Notes to be issued in the Exchange Offer are identical in all material respects to the terms of the respective series of Outstanding Notes, except that the transfer restrictions, registration rights and additional payments upon a failure to fulfill certain obligations under the registration rights agreement do not apply to the Exchange Notes, and the Exchange Notes will have a different CUSIP number.

Despite any other term of the Exchange Offer, we will not be required to accept for exchange, or to issue Exchange Notes in exchange for, any

Outstanding Notes, and we may terminate or amend the Exchange Offer as provided in this prospectus prior to the Expiration Date if in our reasonable judgment:

• the Exchange Offer, or the making of any exchange by a holder violates any applicable law or interpretation of the SEC; or

• any action or proceeding has been instituted or threatened in writing in any court or by or before any governmental agency with respect to the Exchange Offer that, in our judgment, would reasonably be expected to impair our ability to proceed with the Exchange Offer.

In addition, we will not be obligated to accept for exchange the Outstanding Notes of any holder that has not made to us:

• the representations described under “—Procedures for Tendering Outstanding Notes” and “—Acceptance of Exchange Notes” and “Plan of Distribution;” and

• any other representations as may be reasonably necessary under applicable SEC rules, regulations, or interpretations to make available to us an appropriate form for registration of the offer and sale of the Exchange Notes under the Securities Act.

We expressly reserve the right at any time or at various times to extend the period of time during which the Exchange Offer is open.

Consequently, we may delay acceptance of any Outstanding Notes by providing written notice of such extension to their holders, which such notice may be delivered electronically through DTC. We will return any Outstanding Notes that we do not accept for exchange for any reason without expense to their tendering holder promptly after the expiration or termination of the Exchange Offer.

We expressly reserve the right to amend or terminate the Exchange Offer and to reject for exchange any Outstanding Notes not previously accepted for exchange upon the occurrence of any of the conditions of the Exchange Offer specified above. We will give written notice of any extension, amendment, non-acceptance or termination to the Exchange

Agent, which notice may be electronic, and holders of the Outstanding Notes as promptly as practicable, which such notice to holders may be delivered electronically through DTC. In the case of any extension, such notice will be issued no later than

9:00 a.m., New York City time, on the next business day after the previously scheduled Expiration Date.

These conditions are for our sole benefit, and we may assert them regardless of the circumstances that may give rise to them or waive them in whole or in part at any or at various times prior to the Expiration Date in our sole discretion. If we fail at any time to exercise any of the foregoing rights, this failure will not constitute a waiver of such right. Each such right will be deemed an ongoing right that we may assert at any time or at various times prior to the Expiration Date.

In addition, we will not accept for exchange any Outstanding Notes tendered, and will not issue Exchange Notes in exchange for any such