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~~Report (Date of earliest event reported): ~~October 30~~November 22, 2023

VMWARE, ~~INC.~~LLC†

(Exact name of registrant as specified in its charter)

Delaware	001-33622	94-3292913
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification Number)
(State or other jurisdiction ofincorporation or organization)	(CommissionFile Number)	(I.R.S. EmployerIdentification Number)

3401 Hillview Avenue	Palo Alto	CA	94304
3401 Hillview AvenuePalo Alto, CA	94304
(Address of Principal Executive Offices)			(Zip code)
(Address of principal executive offices)	(Zip Code)

~~Registrant’s telephone number, including area code:~~ (650) 427-5000

~~N/A~~Registrant’s telephone number, including area code

~~(Former Name or Former Address~~VMware, ~~if changed since last report)~~Inc.

~~Check~~(Former ~~the~~name ~~appropriate~~or ~~box~~former ~~below~~address, if ~~the~~changed ~~Form~~since ~~8-K~~last ~~filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below~~report):

☒Check ~~Written~~the ~~communications~~appropriate ~~pursuant~~box below if the Form 8-K filing is intended to ~~Rule~~simultaneously ~~425~~satisfy ~~under~~the filing obligation to the ~~Securities~~registrant ~~Act~~under ~~(17~~any ~~CFR~~of ~~230.425)~~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~~TradingSymbol(s) Name of each ~~exchange~~exchangeon on which registered Class A common stock VMW New York Stock Exchange

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~~† In connection with the completion of the transactions to which this Current Report on Form 8-K relates, the registrant converted into a Delaware limited liability company and changed its name from VMware, Inc.~~01.~~ ~~Other~~to ~~Events~~VMware LLC.

OnIntroductory ~~October 30, 2023, Broadcom Inc. (“Broadcom”) and VMware, Inc. (“VMware”) issued a joint press release that is attached hereto as Exhibit 99.1 and is incorporated herein by reference.~~ Note

~~Cautionary~~As ~~Statement~~previously ~~Regarding~~announced, ~~Forward-Looking~~on ~~Statements~~May 26, 2022, VMware LLC, a Delaware limited liability company (formerly known as VMware, Inc., the “Company” or “VMware”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Broadcom Inc., a Delaware corporation (“Broadcom”), Verona Holdco, Inc., a Delaware corporation and a wholly owned subsidiary of the Company (“Holdco”), Verona Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Holdco (“Merger Sub 1”), Barcelona Merger Sub 2, Inc., a Delaware corporation and a wholly owned subsidiary of Broadcom (“Merger Sub 2”), and Barcelona Merger Sub 3, LLC, a Delaware limited liability company and a direct wholly owned subsidiary of Broadcom (“Merger Sub 3”). Pursuant to the terms and conditions set forth in the Merger Agreement: (i) Merger Sub 1 merged with and into the Company (the “First Merger”), with the Company continuing as the surviving corporation in the First Merger (the “Surviving Corporation”) and becoming a wholly owned subsidiary of Holdco; (ii) following the First Merger, the Surviving Corporation converted from a Delaware corporation into a Delaware limited liability company (the “Conversion”); (iii) following the Conversion, Merger Sub 2 merged with and into Holdco (the “Second Merger”), with Holdco continuing as the surviving company (the “Holdco Surviving Company”) and becoming a wholly owned subsidiary of Broadcom; and (iv) following the Second Merger, the Holdco Surviving Company merged with and into Merger Sub 3 (the “Third Merger,” and together with the First Merger, the Conversion and the Second Merger, the “Transactions”), with Merger Sub 3 continuing as the surviving limited liability company and as a wholly owned subsidiary of Broadcom. As a result of the Transactions, VMware is now an indirect, wholly owned subsidiary of Broadcom.

~~This~~The ~~Current~~foregoing ~~Report~~description onof ~~Form 8-K~~the ~~relates~~Transactions toand athe ~~proposed~~Merger ~~business~~Agreement ~~combination~~does ~~transaction~~not ~~between~~purport ~~Broadcom~~to ~~and~~be ~~VMware.~~complete ~~This~~and ~~Current~~is ~~Report~~qualified onin ~~Form 8-K~~its ~~includes~~entirety ~~forward-looking~~by ~~statements~~reference ~~within~~to the ~~meaning~~full oftext ~~Section 21E~~ of the ~~U.S.~~Merger ~~Securities~~Agreement, ~~Exchange~~which ~~Act~~is ofincluded ~~1934,~~ as ~~amended,~~Exhibit ~~and~~2.1 ~~Section 27A~~to of the ~~U.S.~~Current ~~Securities~~Report ~~Act~~on ofForm ~~1933, as amended. These forward~~8-~~looking~~K ~~statements~~filed ~~include~~with ~~but are not limited to statements that relate to~~ the ~~anticipated~~Securities ~~closing~~and ~~date~~Exchange ofCommission (the ~~proposed transaction. These forward-looking statements are identified by words such as~~ “~~will,~~SEC”) ~~“expect,”~~by ~~“believe,”~~the ~~“anticipate,”~~Company ~~“estimate,”~~on ~~“should~~May 26,” ~~“intend,”~~2022 ~~“plan,” “potential,” “predict,” “project,” “aim,”~~ and ~~similar~~is ~~words~~incorporated orby ~~phrases.~~reference ~~These forward-looking statements are based on current expectations and beliefs of Broadcom and VMware management and current market trends and conditions~~herein.

~~These~~Item 1.02. Termination forward-looking statements involve risks and uncertainties that are outside Broadcom’s and VMware’s control and may cause actual results to differ materially from those contained in forward-looking statements, including but not limited to: business disruption following the announcement and closing of the proposed transaction; difficulties in retaining and hiring key personnel and employees due to the proposed transaction and business combination; the diversion of management time on transaction-related issues; the satisfaction of the conditions precedent to completion of the proposed transaction, including the ability to secure regulatory approvals on the terms expected, at all or in a ~~timely~~Material ~~manner;~~Definitive the disruption of current plans and operations; the outcome of legal proceedings related to the Transaction; the ability to complete the proposed transaction on a timely basis or at all; the ability to successfully integrate VMware’s operations; cyber-attacks, information security and data privacy; global political and economic conditions, including cyclicality in the semiconductor industry and in Broadcom’s other target markets, rising interest rates, the impact of inflation and challenges in manufacturing and the global supply chain; the impact of public health crises, such as pandemics (including COVID-19) and epidemics and any related company or government policies and actions to protect the health and safety of individuals or government policies or actions to maintain the functioning of national or global economies and markets; and events and trends on a national, regional and global scale, including those of a political, economic, business, competitive and regulatory natureAgreement.

~~These~~In risks, as well as other risks related to the proposed transaction, are included in the registration statement on Form S-4 and proxy statement/prospectus that has been filed with the Securities and Exchange Commission (“SEC”) in connection with the ~~proposed~~consummation ~~transaction.~~of ~~While~~ the ~~list of factors presented here is~~Transactions, ~~and the list of factors presented in the registration statement~~ on ~~Form~~November ~~S-4 are~~22, ~~considered~~2023 ~~representative,~~the noCompany ~~such~~repaid ~~list should be considered to be a complete statement of~~ all ~~potential~~outstanding ~~risks~~term loans and ~~uncertainties. For additional information about~~ other ~~factors~~amounts ~~that~~under, ~~could~~and ~~cause~~terminated, ~~actual~~its ~~results~~Term toLoan ~~differ~~Credit ~~materially~~Agreement, ~~from~~dated ~~those~~as ~~described~~of inSeptember 2, ~~the forward-looking statements~~2021, ~~please~~among ~~refer to Broadcom’s and VMware’s respective periodic reports and other filings with~~ the ~~SEC~~Company, ~~including~~ the ~~risk~~lenders ~~factors~~party ~~identified~~thereto ~~in Broadcom’s~~ and ~~VMware’s~~JPMorgan ~~most~~Chase ~~recent~~Bank, ~~Quarterly Reports on Form 10-Q and Annual Reports on Form 10-K~~N. ~~The forward-looking statements included in this Current Report on Form 8-K are made only as of the date hereof~~A. ~~Neither Broadcom nor VMware undertakes any obligation to update any forward-looking statements to reflect subsequent events or circumstances~~, ~~except~~ as ~~required~~administrative ~~by law~~agent.

NoItem 2.01. Completion ~~Offer~~of Acquisition or ~~Solicitation~~Disposition of Assets.

~~This~~The ~~Current~~information ~~Report~~set onforth Form 8-K is not intended to and shall not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in ~~any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under~~ the ~~securities~~Introductory ~~laws~~Note of ~~any~~this ~~such~~Current ~~jurisdiction.~~Report Noon ~~offering~~Form of8-K ~~securities~~is ~~shall~~incorporated beherein ~~made, except~~ by ~~means~~reference ofinto athis ~~prospectus~~Item ~~meeting the requirements of Section 10 of the U~~2.S01. ~~Securities Act of 1933, as amended.~~

~~Additional~~Each ~~Information~~share ~~about~~of Class A common stock, par value $0.01 per share, of VMware (each, a “VMware Common Share”) issued and outstanding immediately prior to the ~~Transaction~~effective time of the Transactions (the “Effective Time”), other than VMware Common Shares owned or held in treasury by VMware or owned by Merger Sub 2 or in the treasury of the Surviving Corporation (which were cancelled), any VMware Common Shares owned by any wholly owned subsidiary of VMware, and any ~~Where~~VMware Common Shares held by stockholders who properly exercised and perfected appraisal rights under Delaware law, was indirectly converted into the right to ~~Find~~receive, Itat the election of the holder of such VMware Common Share, and subject to proration in accordance with the Merger Agreement as described below, one of the following forms of consideration (the “Merger Consideration”):

In• connection with the proposed transaction, Broadcom has filed with the SEC a registration statement on Form S-4 that includes a proxy statement of VMware and that also constitutes a prospectus of Broadcom$142.50 ~~Each~~in ~~of Broadcom and VMware may also file other relevant documents with the SEC regarding the proposed transaction. The registration statement was declared effective by the SEC on October 3~~cash, ~~2022~~without ~~and~~interest (the ~~definitive~~“Cash ~~proxy~~Consideration”) ~~statement/prospectus~~per ~~has been mailed to~~ VMware ~~shareholders.~~Common ~~This~~Share; ~~document is not a substitute for the proxy statement/prospectus~~ or registration statement or any other document that Broadcom or VMware may file with the SEC. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT, PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS THAT MAY BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and security holders may obtain free copies of the registration statement and proxy statement/prospectus and other documents containing important information about Broadcom, VMware and the proposed transaction once such documents are filed with the SEC through the website maintained by the SEC at http://www.sec.gov. Copies of the documents filed with the SEC by Broadcom may be obtained free of charge on Broadcom’s website at https://investors.broadcom.com. Copies of the documents filed with the SEC by VMware may be obtained free of charge on VMware’s website at ir.vmware.com.

~~Item~~• 90.0125200 ~~Financial~~of ~~Statements~~a ~~and~~share ~~Exhibits~~of common stock, par value $0.001 per share, of Broadcom (each, a “Broadcom Common Share”) per VMware Common Share (the “Stock Consideration”).

~~(d)~~The ~~Exhibits~~Merger Consideration was subject to proration, such that the total number of VMware Common Shares entitled to receive the Cash Consideration and the total number of VMware Common Shares entitled to receive the Stock Consideration were, in each case, equal to 50% of the aggregate number of VMware Common Shares issued and outstanding immediately prior to the Effective Time. No fractional Broadcom Common Shares were issued. The results of the Merger Consideration elections were reported in a press release issued by Broadcom and VMware on October 30, 2023.

99.1		Joint Press Release issued by VMware and Broadcom dated October 30, 2023.
104		Cover Page Interactive Data File (formatted as Inline XBRL)

As of the Effective Time, each VMware restricted stock unit award held by a non-employee member of the VMware Board of Directors and each in-the-money VMware stock option vested and was converted into the right to receive, in respect of each underlying share (or in the case of a stock option, each net option share, as calculated pursuant to the Merger Agreement), an amount equal to 50% of the Cash Consideration and a number of Broadcom Common Shares equal to 50% of the Stock Consideration, without interest and less applicable tax withholding. Each outstanding VMware restricted stock unit award not held by a non-employee member of the VMware Board of Directors and each outstanding VMware performance-based restricted stock unit award was converted into a Broadcom restricted stock unit award based on an equity award exchange ratio calculated as the sum of (i) 50% of the Stock Consideration and (ii) 50% of the Cash Consideration divided by the volume weighted average sale price of a Broadcom Common Share over the ten consecutive trading days ending on the second to last trading day immediately preceding the Effective Time. With respect to performance-based restricted stock unit awards, the level of achievement of the applicable performance goals was determined at the Effective Time in the manner described in the Merger Agreement.

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated herein by reference into this Item 3.01.

In connection with the consummation of the Transactions, VMware notified representatives of the New York Stock Exchange (“NYSE”) that the Transactions had been completed and requested that the NYSE delist the VMware Common Shares. As a result, trading of VMware Common Shares, which traded under the ticker symbol “VMW” on the NYSE, was suspended prior to opening of trading on November 22, 2023. The Company requested that the NYSE file with the SEC a Notification of Removal from Listing and/or Registration under Section 12(b) of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), on Form 25 in order to effect the delisting of the shares of the VMware Common Shares from the NYSE and deregistration of such shares under Section 12(b) of the Exchange Act. The Company intends to file with the SEC a Form 15 under the Exchange Act requesting the deregistration of the shares of the VMware Common Shares under Section 12(g) of the Exchange Act and suspension of the Company’s reporting obligations under Section 13 and 15(d) of the Exchange Act.

Item 3.03. Material Modification of Rights of Security Holders.

The information set forth in the Introductory Note and Items 2.01, 3.01, 5.01 and 5.03 of this Current Report on Form 8-K is incorporated herein by reference into this Item 3.03.

Item 5.01. Change of Control of Registrant.

The information set forth in the Introductory Note and under Items 2.01 and 5.02 of this Current Report on Form 8-K is incorporated herein by reference into this Item 5.01.

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

The information set forth under Item 2.01 of this Current Report on Form 8-K incorporated herein by reference into this Item 5.02.

Pursuant to the Merger Agreement, at the Effective Time, each of the members of the VMware Board of Directors as of immediately prior to the Effective Time ceased his or her respective service as a director of the Company and all of the incumbent officers of the Company as of immediately prior to the Effective Time, were removed as officers of the Company.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

The information set forth in Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.03.

Pursuant to the Merger Agreement, in connection with the Conversion, VMware filed with the Secretary of State of the State of Delaware a certificate of conversion together with a certificate of formation of limited liability company of the Company (the “Certification of Conversion”). The Certificate of Conversion is filed as Exhibit 3.1 hereto and incorporated by reference into this Item 5.03.

In addition, at the effective time of the Conversion, the Company adopted a limited liability company agreement (the “LLC Agreement”). The LLC Agreement is filed as Exhibit 3.2 hereto and incorporated by reference into this Item 5.03.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibit


Exhibit No.		Description

2.1		Agreement and Plan of Merger, dated as of May 26, 2022, by and among VMware, Inc., Broadcom Inc., Verona Holdco, Inc., Verona Merger Sub, Inc., Barcelona Merger Sub 2, Inc. and Barcelona Merger Sub 3, LLC (incorporated by reference to Exhibit 2.1 to VMware, Inc.’s Current Report on Form 8-K, filed with the SEC on May 26, 2022).

3.1		Certificate of Conversion of Limited Liability Company of VMware, Inc.

3.2		Limited Liability Company Agreement of VMware LLC.

104		Cover Page Interactive Data File (formatted as Inline XBRL).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the ~~Registrant~~registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: October 30, 2023


	VMWARE LLC

	By:	/s/ Kirsten M. Spears
		Name: Kirsten M. Spears Title: Chief Financial Officer

Date: November 22, 2023

VMware, Inc. By: /s/ Craig Norris Craig Norris Vice President, Deputy General Counsel and Assistant Secretary

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