VMW / Vmware Inc. - Class A - Документы SEC, Годовой отчет, Доверенное заявление

Vmware Inc. — Класс А
US ˙ NYSE ˙ US9285634021
ЭТОТ СИМВОЛ БОЛЬШЕ НЕ АКТИВЕН

Основная статистика
LEI 549300BUDHS3LRWBE814
CIK 1124610
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Vmware Inc. - Class A
SEC Filings (Chronological Order)
На этой странице представлен полный хронологический список документов SEC, за исключением документов о собственности, которые мы предоставляем в других местах.
December 4, 2023 15-12G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-33622 VMware LLC (Exact name of registrant as specified in its charter)

November 27, 2023 SC 13D/A

VMW / Vmware Inc. - Class A / SL SPV-2, L.P. - SC 13D/A Activist Investment

SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* VMware, Inc. (Name of Issuer) Class A Common Stock, $0.01 par value per share (Title of Class of Securities) 928563402 (CUSIP Number) Andrew J. Schader, Esq. Silver Lake 55 Hudson Yards 550 West 34th Street, 40th Floor New York, NY 10001 (212) 9

November 22, 2023 S-8 POS

As filed with the Securities and Exchange Commission on November 22, 2023

As filed with the Securities and Exchange Commission on November 22, 2023 Registration No.

November 22, 2023 S-8 POS

As filed with the Securities and Exchange Commission on November 22, 2023

As filed with the Securities and Exchange Commission on November 22, 2023 Registration No.

November 22, 2023 EX-99.25

EX-99.25

NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on December 04, 2023, pursuant to the provisions of Rule 12d2-2 (a).

November 22, 2023 S-8 POS

As filed with the Securities and Exchange Commission on November 22, 2023

As filed with the Securities and Exchange Commission on November 22, 2023 Registration No.

November 22, 2023 S-8 POS

As filed with the Securities and Exchange Commission on November 22, 2023

As filed with the Securities and Exchange Commission on November 22, 2023 Registration No.

November 22, 2023 S-8 POS

As filed with the Securities and Exchange Commission on November 22, 2023

As filed with the Securities and Exchange Commission on November 22, 2023 Registration No.

November 22, 2023 S-8 POS

As filed with the Securities and Exchange Commission on November 22, 2023

As filed with the Securities and Exchange Commission on November 22, 2023 Registration No.

November 22, 2023 S-8 POS

As filed with the Securities and Exchange Commission on November 22, 2023

As filed with the Securities and Exchange Commission on November 22, 2023 Registration No.

November 22, 2023 8-K

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Termination of a Material Definitive Agreement, Material Modification to Rights of Security Holders, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

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): November 22, 2023 VMWARE LLC† (Exact name of registrant as specified in its charter) Delaware 001-33622 94-3292913 (State or other jurisdiction of incorporation or organization) (Comm

November 22, 2023 S-8 POS

As filed with the Securities and Exchange Commission on November 22, 2023

As filed with the Securities and Exchange Commission on November 22, 2023 Registration No.

November 22, 2023 S-8 POS

As filed with the Securities and Exchange Commission on November 22, 2023

As filed with the Securities and Exchange Commission on November 22, 2023 Registration No.

November 22, 2023 EX-3.1

STATE OF DELAWARE CERTIFICATE OF CONVERSION FROM A CORPORATION TO A LIMITED LIABILITY COMPANY PURSUANT TO SECTION 18-214 OF THE LIMITED LIABILITY COMPANY ACT

Exhibit 3.1 STATE OF DELAWARE CERTIFICATE OF CONVERSION FROM A CORPORATION TO A LIMITED LIABILITY COMPANY PURSUANT TO SECTION 18-214 OF THE LIMITED LIABILITY COMPANY ACT 1. The jurisdiction where the Corporation first formed is Delaware. 2. The jurisdiction immediately prior to filing this Certificate of Conversion is Delaware. 3. The date the Corporation first formed is February 10, 1998. 4. The

November 22, 2023 S-8 POS

As filed with the Securities and Exchange Commission on November 22, 2023

As filed with the Securities and Exchange Commission on November 22, 2023 Registration No.

November 22, 2023 S-8 POS

As filed with the Securities and Exchange Commission on November 22, 2023

As filed with the Securities and Exchange Commission on November 22, 2023 Registration No.

November 22, 2023 EX-3.2

LIMITED LIABILITY COMPANY AGREEMENT VMWARE LLC (A Delaware Limited Liability Company) Effective as of November 22, 2023

Exhibit 3.2 LIMITED LIABILITY COMPANY AGREEMENT VMWARE LLC (A Delaware Limited Liability Company) Effective as of November 22, 2023 THE MEMBERSHIP INTERESTS REPRESENTED BY THIS LIMITED LIABILITY COMPANY AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE STATE SECURITIES LAWS OF ANY STATE. WITHOUT SUCH REGISTRATION, SUCH MEMBERSHIP INTERESTS MAY NOT BE SOLD, PLE

November 22, 2023 S-8 POS

As filed with the Securities and Exchange Commission on November 22, 2023

As filed with the Securities and Exchange Commission on November 22, 2023 Registration No.

November 22, 2023 S-8 POS

As filed with the Securities and Exchange Commission on November 22, 2023

As filed with the Securities and Exchange Commission on November 22, 2023 Registration No.

November 22, 2023 S-8 POS

As filed with the Securities and Exchange Commission on November 22, 2023

As filed with the Securities and Exchange Commission on November 22, 2023 Registration No.

November 22, 2023 S-8 POS

As filed with the Securities and Exchange Commission on November 22, 2023

As filed with the Securities and Exchange Commission on November 22, 2023 Registration No.

October 30, 2023 425

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): October 30, 2023 Broadcom Inc. (E

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): October 30, 2023 Broadcom Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-38449 35-2617337 (State or other jurisdiction of incorporation) (Commission File Number)

October 30, 2023 EX-99.1

Broadcom and VMware Provide Update on Pending Transaction Companies Will Close Transaction Promptly Following Satisfaction of Remaining Condition

EX-99.1 Exhibit 99.1 Broadcom and VMware Provide Update on Pending Transaction Companies Will Close Transaction Promptly Following Satisfaction of Remaining Condition SAN JOSE, Calif. and PALO ALTO, Calif., Oct. 30, 2023 /PRNewswire/ — Broadcom Inc. (NASDAQ: AVGO) and VMware, Inc. (NYSE: VMW) today announced their expectation that Broadcom’s acquisition of VMware (the “Transaction”) will close soo

October 30, 2023 8-K

Current Report

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): October 30, 2023 VMWARE, INC. (Exact name of registrant as specified in its charter) Delaware 001-33622 94-3292913 (State or Other Jurisdiction of Incorporation) (Commission File Numb

October 30, 2023 425

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): October 30, 2023 VMWARE, INC. (Ex

425 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): October 30, 2023 VMWARE, INC. (Exact name of registrant as specified in its charter) Delaware 001-33622 94-3292913 (State or Other Jurisdiction of Incorporation) (Commission File

October 18, 2023 8-K

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): October 18, 2023 VMWARE, INC. (Ex

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): October 18, 2023 VMWARE, INC. (Exact name of registrant as specified in its charter) Delaware 001-33622 94-3292913 (State or Other Jurisdiction of Incorporation) (Commission File Numb

October 18, 2023 EX-99.1

Broadcom and VMware Announce Election Deadline for VMware Stockholders to Elect Merger Consideration

EX-99.1 Exhibit 99.1 Broadcom and VMware Announce Election Deadline for VMware Stockholders to Elect Merger Consideration SAN JOSE AND PALO ALTO, Calif., October 18, 2023 – Broadcom Inc. (NASDAQ: AVGO) and VMware, Inc. (NYSE: VMW) today announced that the deadline for VMware stockholders of record to elect the form of merger consideration they wish to receive in connection with Broadcom’s acquisit

October 18, 2023 425

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): October 18, 2023 Broadcom Inc. (E

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): October 18, 2023 Broadcom Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-38449 35-2617337 (State or other jurisdiction of incorporation) (Commission File Number)

October 18, 2023 425

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): October 18, 2023 VMWARE, INC. (Ex

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): October 18, 2023 VMWARE, INC. (Exact name of registrant as specified in its charter) Delaware 001-33622 94-3292913 (State or Other Jurisdiction of Incorporation) (Commission File Numb

September 7, 2023 EX-10.1

Term Loan Credit Agreement Amendment, dated as of May 19, 2023, among VMware, Inc., the Lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent

Exhibit 10.1 Execution Version FIRST AMENDMENT FIRST AMENDMENT, dated as of May 19, 2023 (this “Amendment”), to the Credit Agreement (as defined below) among VMWARE, INC. (the “Borrower”), the Lenders party hereto and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative Agent”). RECITALS A. The Borrower, the Lenders party thereto from time to time and the Administrative Agent ar

September 7, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended August 4, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 00

August 31, 2023 EX-99.1

VMware Reports Fiscal Year 2024 Second Quarter Results Total Revenue of $3.41 billion Subscription and SaaS Revenue of $1.26 billion, an increase of 34% year-over-year

Exhibit 99.1 VMware Reports Fiscal Year 2024 Second Quarter Results Total Revenue of $3.41 billion Subscription and SaaS Revenue of $1.26 billion, an increase of 34% year-over-year PALO ALTO, Calif., August 31, 2023 — VMware, Inc. (NYSE: VMW), a leading innovator in enterprise software, today announced financial results for the second quarter of fiscal year 2024: Quarterly Review •Revenue for the

August 31, 2023 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): August 31, 2023 VMWARE, INC. (Exact name of registrant as specified in its charter) Delaware 001-33622 94-3292913 (State or Other Jurisdiction of Incorporation) (Commission File Numbe

August 28, 2023 425

Filed by Broadcom Inc.

Filed by Broadcom Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: VMware, Inc. Commission File No.: 333-266181 Date: August 28, 2023 On August 28, 2023, Broadcom Inc. published the following post on LinkedIn: On August 28, 2023, Broadcom Inc. published the following post on Twitter: On Au

August 23, 2023 8-K

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): August 21, 2023 VMWARE, INC. (Exa

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): August 21, 2023 VMWARE, INC. (Exact name of registrant as specified in its charter) Delaware 001-33622 94-3292913 (State or Other Jurisdiction of Incorporation) (Commission File Numbe

August 21, 2023 425

Broadcom Inc. Provides Regulatory Update on VMware Transaction Continues to Expect Transaction Will Close on Schedule

Filed by Broadcom Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: VMware, Inc. Commission File No.: 333-266181 Date: August 21, 2023 [The following is a press release issued by Broadcom Inc. on August 21, 2023] Broadcom Inc. Provides Regulatory Update on VMware Transaction Continues to Ex

July 14, 2023 8-K

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): July 13, 2023 VMWARE, INC. (Exact

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): July 13, 2023 VMWARE, INC. (Exact name of registrant as specified in its charter) Delaware 001-33622 94-3292913 (State or Other Jurisdiction of Incorporation) (Commission File Number)

July 12, 2023 425

European Commission Approves Broadcom’s Acquisition of VMware

Filed by Broadcom Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: VMware, Inc. Commission File No.: 333-266181 Date: July 12, 2023 [The following is a press release issued by Broadcom Inc. on July 12, 2023.] European Commission Approves Broadcom’s Acquisition of VMware SAN JOSE, Calif., J

June 30, 2023 425

June 29th, 2023 Employee Newsletter VMWARE EMPLOYEES: May 26th marked the one-year anniversary since we announced the exciting combination of VMware with Broadcom. Since then, we have shared with you what it’s like working at Broadcom, including our

Filed by Broadcom Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: VMware, Inc. Commission File No.: 333-266181 Date: June 29, 2023 [The following is an employee newsletter posted on VMware's employee website on June 29, 2023] June 29th, 2023 Employee Newsletter VMWARE EMPLOYEES: May 26th

June 27, 2023 425

Filed by Broadcom Inc.

Filed by Broadcom Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: VMware, Inc. Commission File No.: 333-266181 Date: June 26, 2023 [The following is an excerpt of remarks by Hock Tan, President and Chief Executive Officer of Broadcom Inc., at the Six Five Summit 2023 that is available on

June 26, 2023 425

Filed by Broadcom Inc.

Filed by Broadcom Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: VMware, Inc. Commission File No.: 333-266181 Date: June 26, 2023 On June 26, 2023, Broadcom Inc. published the following post on LinkedIn: On June 26, 2023, Broadcom Inc. published the following post on Twitter: On June 26,

June 14, 2023 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant þ Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)

June 8, 2023 EX-10.1

Executive Bonus Program, as amended April 26, 2023

Exhibit 10.1 Amended April 26, 2023 VMware, Inc. Executive Bonus Program Executive Bonus Program Objectives Among the objectives of the VMware Bonus Program are to: •motivate our executives to achieve our strategic, operational and financial goals; •reward superior performance; •attract and retain exceptional executives; and •reward behaviors that result in long term increased stockholder value. O

June 8, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended May 5, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-3

June 7, 2023 425

Filed by Broadcom Inc.

Filed by Broadcom Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: VMware, Inc. Commission File No.: 333-266181 Date: June 7, 2023 [The following is an excerpt from an interview that was conducted at the Bank of America 2023 Global Technology Conference, held on June 6, 2023] Transcript Vi

June 1, 2023 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant þ Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)

June 1, 2023 EX-99.1

VMware Reports Fiscal Year 2024 First Quarter Results Total Revenue of $3.28 billion Subscription and SaaS Revenue of $1.22 billion, an increase of 35% year-over-year

Exhibit 99.1 VMware Reports Fiscal Year 2024 First Quarter Results Total Revenue of $3.28 billion Subscription and SaaS Revenue of $1.22 billion, an increase of 35% year-over-year PALO ALTO, Calif., June 1, 2023 — VMware, Inc. (NYSE: VMW), a leading innovator in enterprise software, today announced financial results for the first quarter of fiscal year 2024: Quarterly Review •Revenue for the first

June 1, 2023 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): June 1, 2023 VMWARE, INC. (Exact name of registrant as specified in its charter) Delaware 001-33622 94-3292913 (State or Other Jurisdiction of Incorporation) (Commission File Number)

June 1, 2023 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant þ Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)

May 25, 2023 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): May 23, 2023 VMWARE, INC. (Exact name of registrant as specified in its charter) Delaware 001-33622 94-3292913 (State or Other Jurisdiction of Incorporation) (Commission File Number)

May 25, 2023 EX-99.1

VMware Names Karen Dykstra as CFO; Zane Rowe to Depart Company

Exhibit 99.1 VMware Names Karen Dykstra as CFO; Zane Rowe to Depart Company PALO ALTO, CA., May 25, 2023 – VMware (NYSE: VMW), a leading innovator in enterprise software, today announced that Karen Dykstra will take on the role as chief financial officer and executive vice president in addition to her current role as a member of the VMware Board of Directors. Current VMware CFO and EVP Zane Rowe w

May 19, 2023 8-K

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): May 19, 2023 VMWARE, INC. (Exact

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): May 19, 2023 VMWARE, INC. (Exact name of registrant as specified in its charter) Delaware 001-33622 94-3292913 (State or Other Jurisdiction of Incorporation) (Commission File Number)

May 4, 2023 425

Filed by Broadcom Inc.

Filed by Broadcom Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: VMware, Inc. Commission File No.: 333-266181 Date: May 4, 2023 On May 4, 2023, Broadcom Inc. published the following post on LinkedIn: On May 4, 2023, Broadcom Inc. published the following post on Twitter: On May 4, 2023, B

May 4, 2023 425

Filed by Broadcom Inc.

Filed by Broadcom Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: VMware, Inc. Commission File No.: 333-266181 Date: May 3, 2023 On May 3, 2023, Broadcom Inc. published the following post on LinkedIn: On May 3, 2023, Broadcom Inc. published the following post on Twitter: On May 3, 2023, B

April 25, 2023 425

Filed by Broadcom Inc.

425 1 brhc20051941425.htm 425 Filed by Broadcom Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: VMware, Inc. Commission File No.: 333-266181 Date: April 25, 2023 On April 25, 2023, Broadcom Inc. published the following post on LinkedIn: On April 25, 2023, Broadcom Inc. published the follo

April 6, 2023 8-K

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): April 4, 2023 VMWARE, INC. (Exact

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): April 4, 2023 VMWARE, INC. (Exact name of registrant as specified in its charter) Delaware 001-33622 94-3292913 (State or Other Jurisdiction of Incorporation) (Commission File Number)

April 6, 2023 EX-3.1

Amended and Restated Bylaws

Amended and Restated as of April 4, 2023 AMENDED AND RESTATED BYLAWS OF VMWARE, INC.

March 30, 2023 425

DID YOU KNOW? In honor of this year’s Black History Month, we invited the Co-Founder, President, and CEO of the Renaissance Youth Center (RYC) in South Bronx, NYC to discuss Broadcom Foundation’s partnership with RYC in empowering at-risk inner city

Filed by Broadcom Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: VMware, Inc. Commission File No.: 333-266181 Date: March 30, 2023 [The following is an employee newsletter posted on VMware's employee website on March 30, 2023] March 30, 2023 Employee Newsletter VMWARE EMPLOYEES: At Broad

March 28, 2023 EX-21

List of subsidiaries

Exhibit 21 SUBSIDIARIES OF VMWARE, INC. SUBSIDIARIES STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION 3401 Hillview LLC Delaware A.W.S. Holding, LLC Delaware AirWatch LLC Delwarare Avi Networks Germany GmbH Germany Avi Networks India Private Limited India Avi Networks International, Inc. Delaware Avi Networks, LLC Delaware BitRock, LLC California Carbon Black, LLC Delaware CloudHealth

March 28, 2023 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K (Mark One) ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended February 3, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-3362

March 16, 2023 425

Filed by Broadcom Inc.

Filed by Broadcom Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: VMware, Inc. Commission File No.: 333-266181 Date: March 16, 2023 On March 16, 2023, Broadcom Inc. published the following post on LinkedIn: On March 16, 2023, Broadcom Inc. published the following post on Twitter: On March

March 15, 2023 425

Filed by Broadcom Inc.

Filed by Broadcom Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: VMware, Inc. Commission File No.: 333-266181 Date: March 15, 2023 On March 15, 2023, Broadcom Inc. published the following post on LinkedIn: On March 15, 2023, Broadcom Inc. published the following post on Twitter: On March

March 9, 2023 425

Filed by Broadcom Inc.

Filed by Broadcom Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: VMware, Inc. Commission File No.: 333-266181 Date: March 9, 2023 On March 9, 2023, Hock Tan published the following post on LinkedIn: Cautionary Statement Regarding Forward-Looking Statements This communication relates to a

March 3, 2023 EX-99.1

FY23 at VMware: A Year of Momentum

Exhibit 99.1 On March 3, 2023, VMware's CEO, Raghu Raghuram, published the following post to the VMware News & Stories website located at news.vmware.com. FY23 at VMware: A Year of Momentum This week we reported on our Q4 and full-year results for Fiscal Year 2023. Wow, what a year; we delivered new breakthrough innovations, engaged with customers globally at our VMware Explore events, further exp

March 3, 2023 8-K

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): March 3, 2023 VMWARE, INC. (Exact

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): March 3, 2023 VMWARE, INC. (Exact name of registrant as specified in its charter) Delaware 001-33622 94-3292913 (State or Other Jurisdiction of Incorporation) (Commission File Number)

March 2, 2023 EX-99.1

VMware Reports Fourth Quarter and Fiscal Year 2023 Results FY23 Total Revenue of $13.35 billion FY23 Subscription and SaaS Revenue of $4.01 billion, an increase of 25% year-over-year

Exhibit 99.1 VMware Reports Fourth Quarter and Fiscal Year 2023 Results FY23 Total Revenue of $13.35 billion FY23 Subscription and SaaS Revenue of $4.01 billion, an increase of 25% year-over-year PALO ALTO, Calif., March 2, 2023 — VMware, Inc. (NYSE: VMW), a leading innovator in enterprise software, today announced financial results for the fourth quarter and full fiscal year 2023. The company’s f

March 2, 2023 8-K

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): March 2, 2023 VMWARE, INC. (Exact

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): March 2, 2023 VMWARE, INC. (Exact name of registrant as specified in its charter) Delaware 001-33622 94-3292913 (State or Other Jurisdiction of Incorporation) (Commission File Number)

February 17, 2023 8-K

Other Events

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): February 17, 2023 VMWARE, INC. (Exact name of registrant as specified in its charter) Delaware 001-33622 94-3292913 (State or Other Jurisdiction of Incorporation) (Commission File Num

February 15, 2023 425

Filed by Broadcom Inc.

Filed by Broadcom Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: VMware, Inc. Commission File No.: 333-266181 Date: February 15, 2023 On February 15, 2023, Broadcom Inc. published the following post on LinkedIn: On February 15, 2023, Broadcom Inc. published the following post on Twitter:

February 14, 2023 SC 13G/A

VMW / VMware, Inc. / DODGE & COX - SC 13G/A Passive Investment

SC 13G/A 1 d432511dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 2)* VMWARE, INC. (Name of Issuer) Class A Common Stock (Title of Class of Securities) 928563402 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to desig

February 9, 2023 425

Filed by Broadcom Inc.

Filed by Broadcom Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: VMware, Inc. Commission File No.: 333-266181 Date: February 9, 2023 On February 9, 2023, Broadcom Inc. published the following post on LinkedIn: On February 9, 2023, Broadcom Inc. published the following post on Twitter: On

January 31, 2023 425

© IDC | 1 IDC Survey Spotlight Thinking about the recently announced acquisition of VMware by Broadcom, how much do you agree or disagree with the following statement? Enterprises support future Broadcom and VMware Investments. Jevin Jensen IDC #US49

Filed by Broadcom Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: VMware, Inc. Commission File No.: 333-266181 Date: January 31, 2023 On January 31, 2023, Broadcom Inc. published the following post on LinkedIn: On January 31, 2023, Broadcom Inc. published the following post on Twitter: On

January 31, 2023 425

Filed by Broadcom Inc.

Filed by Broadcom Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: VMware, Inc. Commission File No.: 333-266181 Date: January 31, 2023 On January 31, 2023, Broadcom Inc. published the following post on LinkedIn: On January 31, 2023, Broadcom Inc. published the following post on Twitter: On

January 31, 2023 425

Since announcing Broadcom’s intent to acquire VMware more than eight months ago, we have made continued progress in planning for our joint future. Members of Broadcom’s senior executive team have been hearing from various VMware stakeholders about wh

Filed by Broadcom Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: VMware, Inc. Commission File No.: 333-266181 Date: January 31, 2023 [The following is an employee newsletter posted on VMware's employee website on January 31, 2023] Since announcing Broadcom’s intent to acquire VMware more

January 23, 2023 425

Filed by Broadcom Inc.

Filed by Broadcom Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: VMware, Inc. Commission File No.: 333-266181 Date: January 23, 2023 On January 23, 2023, Broadcom Inc. published the following post on LinkedIn: On January 23, 2023, Broadcom Inc. published the following post on Twitter: On

January 12, 2023 425

Filed by Broadcom Inc.

Filed by Broadcom Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: VMware, Inc. Commission File No.: 333-266181 Date: January 12, 2023 On January 12, 2023, Broadcom Inc. published the following post on LinkedIn: On January 12, 2023, Broadcom Inc. published the following post on Twitter: On

January 9, 2023 425

Filed by Broadcom Inc.

Filed by Broadcom Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: VMware, Inc. Commission File No.: 333-266181 Date: January 9, 2023 [The following is a blog post posted on January 9, 2023 on both Broadcom Inc.’s “Broadcom Blogs” and Broadcom Software Group’s “Broadcom Software Blog”] Hel

December 14, 2022 425

Filed by Broadcom Inc.

425 1 brhc10045446425.htm 425 Filed by Broadcom Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: VMware, Inc. Commission File No.: 333-266181 Date: December 14, 2022 On December 14, 2022, Hock Tan published the following post on LinkedIn: Cautionary Statement Regarding Forward-Looking Stat

December 6, 2022 425

Filed by Broadcom Inc.

Filed by Broadcom Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: VMware, Inc. Commission File No.: 333-266181 Date: December 6, 2022 [The following is a letter from Hock Tan, Broadcom Inc., President and Chief Executive Officer, distributed to the VMware User Group on December 6, 2022] B

December 5, 2022 425

Filed by Broadcom Inc.

Filed by Broadcom Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: VMware, Inc. Commission File No.: 333-266181 Date: December 5, 2022 On December 5, 2022, Broadcom Inc. published the following post on LinkedIn: On December 5, 2022, Broadcom Inc. published the following post on Twitter: On

December 2, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended October 28, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number

December 1, 2022 425

Filed by Broadcom Inc.

Filed by Broadcom Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: VMware, Inc. Commission File No.: 333-266181 Date: December 1, 2022 On December 1, 2022, Broadcom Inc. published the following post on LinkedIn: On December 1, 2022, Broadcom Inc. published the following post on Twitter: On

November 30, 2022 425

Filed by Broadcom Inc.

Filed by Broadcom Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: VMware, Inc. Commission File No.: 333-266181 Date: November 30, 2022 On November 30, 2022, Broadcom Inc. published the following post on LinkedIn: On November 30, 2022, Broadcom Inc. published the following post on Twitter:

November 23, 2022 425

Filed by Broadcom Inc.

Filed by Broadcom Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: VMware, Inc. Commission File No.: 333-266181 Date: November 22, 2022 On November 21, 2022, Broadcom Inc. published the following post on LinkedIn: On November 21, 2022, Broadcom Inc. published the following post on Twitter:

November 22, 2022 EX-99.1

VMware Reports Fiscal Year 2023 Third Quarter Results Total Revenue of $3.21 billion Subscription and SaaS Revenue of $988 million, an increase of 20% year-over-year

Exhibit 99.1 VMware Reports Fiscal Year 2023 Third Quarter Results Total Revenue of $3.21 billion Subscription and SaaS Revenue of $988 million, an increase of 20% year-over-year PALO ALTO, Calif., November 22, 2022 ? VMware, Inc. (NYSE: VMW), a leading innovator in enterprise software, today announced financial results for the third quarter of fiscal year 2023: Quarterly Review ?Revenue for the t

November 22, 2022 8-K

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): November 22, 2022 VMWARE, INC. (E

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): November 22, 2022 VMWARE, INC. (Exact name of registrant as specified in its charter) Delaware 001-33622 94-3292913 (State or Other Jurisdiction of Incorporation) (Commission File Num

November 16, 2022 425

Filed by Broadcom Inc.

Filed by Broadcom Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: VMware, Inc. Commission File No.: 333-266181 Date: November 16, 2022 On November 16, 2022, Broadcom Inc. published the following post on LinkedIn: On November 16, 2022, Broadcom Inc. published the following post on Twitter:

November 15, 2022 425

Filed by Broadcom Inc.

Filed by Broadcom Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: VMware, Inc. Commission File No.: 333-266181 Date: November 14, 2022 [The following is an employee newsletter posted on VMware's employee website on November 14, 2022]

November 7, 2022 425

Filed by Broadcom Inc.

Filed by Broadcom Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: VMware, Inc. Commission File No.: 333-266181 Date: November 7, 2022 On November 7, 2022, Broadcom Inc. published the following post on LinkedIn: On November 7, 2022, Broadcom Inc. published the following post on Twitter: On

November 4, 2022 EX-3.1

Amended and Restated Certificate of Incorporation

Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF VMWARE, INC. VMWARE, INC., a corporation organized and existing under the laws of the State of Delaware (the ?Corporation?), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is VMware, Inc. The original Certificate of Incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on Febr

November 4, 2022 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

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): November 4, 2022 VMWARE, INC. (Exact name of registrant as specified in its charter) Delaware 001-33622 94-3292913 (State or other jurisdiction of incorporation or organization) (Comm

November 3, 2022 425

Filed by Broadcom Inc.

Filed by Broadcom Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: VMware, Inc. Commission File No.: 333-266181 Date: November 3, 2022 On November 3, 2022, Broadcom Inc. published the following post on LinkedIn: On November 3, 2022, Broadcom Inc. published the following post on Twitter: On

October 28, 2022 8-K

Other Events

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): October 28, 2022 VMWARE, INC. (Exact name of registrant as specified in its charter) Delaware 001-33622 94-3292913 (State or other jurisdiction of incorporation or organization) (Comm

October 28, 2022 425

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): October 28, 2022 VMWARE, INC. (Ex

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): October 28, 2022 VMWARE, INC. (Exact name of registrant as specified in its charter) Delaware 001-33622 94-3292913 (State or other jurisdiction of incorporation or organization) (Comm

October 26, 2022 425

Filed by Broadcom Inc.

Filed by Broadcom Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: VMware, Inc. Commission File No.: 333-266181 Date: October 26, 2022 On October 26, 2022, Broadcom Inc. published the following post on LinkedIn: On October 26, 2022, Broadcom Inc. published the following post on Twitter: On

October 13, 2022 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(A) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(A) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin

October 3, 2022 DEFM14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(A) of the Securities Exchange Act of 19341 (Amendment No.  )

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(A) of the Securities Exchange Act of 19341 (Amendment No. ?) Filed by the Registrant ? Filed by a Party other than the Registrant ?? Check the appropriate box: ?? ? ? Preliminary Proxy Statement ?? ? ? Confidential, for Use of the Commission Only (as permitt

September 16, 2022 425

Filed by Broadcom Inc.

Filed by Broadcom Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: VMware, Inc. Commission File No.: 333-266181 Date: September 16, 2022 [The following is an employee newsletter posted on VMware's employee website on September 16, 2022]

September 14, 2022 425

Filed by Broadcom Inc.

Filed by Broadcom Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: VMware, Inc. Commission File No.: 333-266181 Date: September 14, 2022 On September 14, 2022, Broadcom Inc. published the following post on LinkedIn: On September 14, 2022, Broadcom Inc. published the following post on Twitt

September 13, 2022 425

Filed by Broadcom Inc.

Filed by Broadcom Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: VMware, Inc. Commission File No.: 333-266181 Date: September 13, 2022 [The following is an excerpt of an interview that was conducted at Digital X 2022 on September 13, 2022] Transcript ? Hock Tan, Broadcom Inc., President

September 12, 2022 425

Broadcom Software published the following two posts on LinkedIn: The text of the CRN interview with Hock Tan, Broadcom Inc., President and Chief Executive Officer, accessible through the link included in the posts above is reproduced here: CRN Q As y

Filed by Broadcom Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: VMware, Inc. Commission File No.: 333-266181 Date: September 9, 2022 Broadcom Software published the following two posts on LinkedIn: The text of the CRN interview with Hock Tan, Broadcom Inc., President and Chief Executive

September 2, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended July 29, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001

August 31, 2022 425

Filed by Broadcom Inc.

Filed by Broadcom Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: VMware, Inc. Commission File No.: 333-266181 Date: August 30, 2022 On August 30, 2022, Broadcom Inc. published the following post on LinkedIn: On August 30, 2022, Hock E. Tan, President and Chief Executive Officer of Broadc

August 29, 2022 425

Filed by Broadcom Inc.

Filed by Broadcom Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: VMware, Inc. Commission File No.: 333-266181 Date: August 26, 2022 On August 25, 2022, Hock E. Tan, President and Chief Executive Officer of Broadcom Inc., published the following post on LinkedIn: The text of the Informati

August 25, 2022 EX-99.1

VMware Reports Fiscal Year 2023 Second Quarter Results Total Revenue growth of 6% year-over-year Subscription and SaaS Revenue of $943 million, an increase of 22% year-over-year

Exhibit 99.1 VMware Reports Fiscal Year 2023 Second Quarter Results Total Revenue growth of 6% year-over-year Subscription and SaaS Revenue of $943 million, an increase of 22% year-over-year PALO ALTO, Calif., August 25, 2022 ? VMware, Inc. (NYSE: VMW), a leading innovator in enterprise software, today announced financial results for the second quarter of fiscal year 2023: Quarterly Review ?Revenu

August 25, 2022 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): August 25, 2022 VMWARE, INC. (Exact name of registrant as specified in its charter) Delaware 001-33622 94-3292913 (State or Other Jurisdiction of Incorporation) (Commission File Numbe

July 28, 2022 425

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS This communication relates to a proposed business combination transaction between Broadcom Inc. (“Broadcom”) and VMware, Inc. (“VMware”). This communication includes forward-looking statements

Filed by Broadcom Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: VMware, Inc. Commission File No.: 001-33622 Date: July 28, 2022 As you know, July 5th marked the last day of the 40-day ?go-shop? period. While there are still customary closing conditions, including receipt of regulatory a

July 14, 2022 8-K

Submission of Matters to a Vote of Security Holders

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): July 12, 2022 VMWARE, INC. (Exact name of registrant as specified in its charter) Delaware 001-33622 94-3292913 (State or Other Jurisdiction of Incorporation) (Commission File Number)

July 11, 2022 425

Filed by Broadcom Inc.

Filed by Broadcom Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: VMware, Inc. Commission File No.: 001-33622 Date: July 11, 2022 Broadcom 1320 Ridder Park Drive San Jose, CA 95131 broadcom.com Subject: Important Leadership Updates at Broadcom July 11, 2022 To All VMware Employees: While

July 6, 2022 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(A) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(A) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin

June 22, 2022 425

Filed by Broadcom Inc.

Filed by Broadcom Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: VMware, Inc. Commission File No.: 001-33622 Date: June 22, 2022 [The following is a blog post posted on June 22, 2022 on both Broadcom Inc.?s ?Broadcom Blogs? and Broadcom Software Group?s ?Broadcom Software Blog?] Broadcom

June 22, 2022 425

Filed by Broadcom Inc.

Filed by Broadcom Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: VMware, Inc. Commission File No.: 001-33622 Date: June 22, 2022 Broadcom Inc. LinkedIn Post Broadcom Inc. Twitter Post Broadcom Software LinkedIn Post Broadcom Software Twitter Post Tom Krause, President of the Broadcom Sof

June 10, 2022 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(A) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(A) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin

June 9, 2022 425

Filed by Broadcom Inc.

Filed by Broadcom Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: VMware, Inc. Commission File No.: 001-33622 Date: June 8, 2022 Broadcom Inc. LinkedIn Post Broadcom Software LinkedIn Post Broadcom Inc. Twitter Post Cautionary Note Regarding Forward-Looking Statements This communication r

June 9, 2022 425

Filed by Broadcom Inc.

Filed by Broadcom Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: VMware, Inc. Commission File No.: 001-33622 Date: June 8, 2022 [The following in an excerpt of an interview that was conducted on CNBC on June 7, 2022] Transcript ? Hock Tan, Broadcom Inc., President and Chief Executive Off

June 9, 2022 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(A) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(A) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin

June 8, 2022 425

Filed by Broadcom Inc.

425 1 ny20004409x3425.htm 425 Filed by Broadcom Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: VMware, Inc. Commission File No.: 001-33622 Date: June 7, 2022 [The following is an excerpt of an interview that was conducted at the BofA Securities 2022 Global Technology Conference, held Jun

June 3, 2022 EX-10.2

Change in Control Retention Plan, as amended and restated

Exhibit 10.2 Amended and Restated on April 21, 2022 VMware, Inc. Change in Control Retention Plan The Company considers it essential to the best interests of its stockholders to attract senior-level executives and to foster the continuous employment of key management personnel. In this connection, the Board of Directors of the Company (the ?Board?), recognizes that from time to time the possibilit

June 3, 2022 EX-10.3

Form of Indemnification Agreement for VMware, Inc. Directors and Executive Officers, as

Exhibit 10.3 Amended and Restated on April 29, 2022 INDEMNIFICATION AGREEMENT This Indemnification Agreement (?Agreement?) is entered into effective as of [DATE], between VMware, Inc., a Delaware corporation (the ?Company?), and [NAME] (the ?Indemnitee?). [This Agreement amends, restates and supersedes that certain Indemnification Agreement, dated as of [DATE], by and between the Indemnitee and th

June 3, 2022 EX-10.1

Executive Bonus Program, as amended

Exhibit 10.1 Amended April 21, 2022 VMware, Inc. Executive Bonus Program Executive Bonus Program Objectives Among the objectives of the VMware Bonus Program are to: ?motivate our executives to achieve our strategic, operational and financial goals ?reward superior performance ?attract and retain exceptional executives; and ?reward behaviors that result in long term increased stockholder value Over

June 3, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended April 29, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 00

June 2, 2022 425

Filed by Broadcom Inc.

Filed by Broadcom Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: VMware, Inc. Commission File No.: 001-33622 Date: June 2, 2022 Broadcom Inc. LinkedIn Post Broadcom Software LinkedIn Post Broadcom Inc. Twitter Post Broadcom Software Twitter Post Cautionary Note Regarding Forward-Looking

June 2, 2022 425

Filed by Broadcom Inc.

Filed by Broadcom Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: VMware, Inc. Commission File No.: 001-33622 Date: June 2, 2022 Broadcom 1320 Ridder Park Drive San Jose, CA 95131 broadcom.com Subject: A Follow Up From Broadcom June 2, 2022 To All VMware Employees: It?s been an exciting w

June 1, 2022 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(A) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(A) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin

May 27, 2022 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)

May 27, 2022 EX-99.1

VMware Reports Fiscal Year 2023 First Quarter Results Total Revenue growth of 3% year-over-year Subscription and SaaS Revenue of $899 million, an increase of 21% year-over-year VMware Enters into Definitive Agreement to be Acquired by Broadcom

Exhibit 99.1 VMware Reports Fiscal Year 2023 First Quarter Results Total Revenue growth of 3% year-over-year Subscription and SaaS Revenue of $899 million, an increase of 21% year-over-year VMware Enters into Definitive Agreement to be Acquired by Broadcom PALO ALTO, Calif., May 26, 2022 ? VMware, Inc. (NYSE: VMW), a leading innovator in enterprise software, today announced financial results for t

May 27, 2022 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): May 26, 2022 VMWARE, INC. (Exact name of registrant as specified in its charter) Delaware 001-33622 94-3292913 (State or Other Jurisdiction of Incorporation) (Commission File Number)

May 27, 2022 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)

May 27, 2022 SC 13D/A

VMW / VMware, Inc. / DELL MICHAEL S - SC 13D/A Activist Investment

SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 22)* VMware, Inc. (Name of Issuer) Class A Common Stock, par value $0.01 per share (Title of Class of Securities) 928563402 (CUSIP Number) Michael S. Dell c/o Dell Technologies Inc. One Dell Way Round Rock, Texas 78682 (512) 728-7800 (Name, Address

May 26, 2022 425

Filed by Broadcom Inc.

Filed by Broadcom Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: VMware, Inc. Commission File No.: 001-33622 Date: May 26, 2022 BROADCOM TO ACQUIRE VMWARE FOR $61 BILLION IN CASH AND STOCK Advances strategy to build the world?s leading infrastructure technology company, with a track reco

May 26, 2022 8-K

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): May 26, 2022 VMWARE, INC. (Exact name of registrant as specified in its charter) Delaware 001-33622 94-3292913 (State or Other Jurisdiction of Incorporation) (Commission File Number)

May 26, 2022 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(A) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(A) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin

May 26, 2022 DEFA14A

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): May 26, 2022 VMWARE, INC. (Exact

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): May 26, 2022 VMWARE, INC. (Exact name of registrant as specified in its charter) Delaware 001-33622 94-3292913 (State or Other Jurisdiction of Incorporation) (Commission File Number)

May 26, 2022 EX-99.1

Broadcom to Acquire VMware for Approximately $61 Billion in Cash and Stock Advances Broadcom’s strategy to build the world’s leading infrastructure technology company, with track record of acquiring established, mission-critical platforms Brings toge

Exhibit 99.1 Broadcom to Acquire VMware for Approximately $61 Billion in Cash and Stock Advances Broadcom?s strategy to build the world?s leading infrastructure technology company, with track record of acquiring established, mission-critical platforms Brings together two engineering-first, innovation-centric cultures Broadcom Software Group to rebrand and operate as VMware The new VMware, as part

May 26, 2022 SC 13D/A

VMW / VMware, Inc. / SL SPV-2, L.P. - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* VMware, Inc. (Name of Issuer) Class A Common Stock, $0.01 par value per share (Title of Class of Securities) 928563402 (CUSIP Number) Andrew J. Schader, Esq. Silver Lake 55 Hudson Yards 550 West 34th Street, 40th Floor New York, NY 10001 (212) 981-5600 (

May 26, 2022 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(A) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(A) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin

May 26, 2022 425

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): May 26, 2022 Broadcom Inc. (Exact

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): May 26, 2022 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.

May 26, 2022 425

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): May 26, 2022 Broadcom Inc. (Exact

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): May 26, 2022 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.

May 26, 2022 EX-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

Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER 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 dated as of May 26, 2022 TABLE OF CONTENTS Page ARTICLE I CERTAIN DEFINITIONS 2 Section 1.1. Definitions 2 Section 1.2. Terms Defined Elsewhere 16 ARTICLE II THE TRANSACTIONS 19 Section 2.1. T

May 26, 2022 425

Filed by Broadcom Inc.

Filed by Broadcom Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: VMware, Inc. Commission File No.: 001-33622 Date: May 26, 2022 Broadcom 1320 Ridder Park Drive San Jose, CA 95131 broadcom.com Subject: A Note From Broadcom May 26, 2022 To All VMware Employees: On behalf of all of us at Br

May 26, 2022 425

Filed by Broadcom Inc.

425 1 d356079d425.htm 425 Filed by Broadcom Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: VMware, Inc. Commission File No.: 001-33622 Date: May 26, 2022 Broadcom Software LinkedIn Post Cautionary Note Regarding Forward-Looking Statements This communication relates to a proposed business

May 26, 2022 425

Filed by Broadcom Inc.

Filed by Broadcom Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: VMware, Inc. Commission File No.: 001-33622 Date: May 26, 2022 The following is an excerpt of Broadcom Inc.?s second fiscal quarter 2022 earnings call on May 26, 2022. BROADCOM INC. PARTICIPANTS Hock E. Tan?Broadcom, Inc.,

May 2, 2022 EX-99.1

Veteran Technology Industry Executive Nicole Anasenes Joins VMware Board of Directors

Exhibit 99.1 Veteran Technology Industry Executive Nicole Anasenes Joins VMware Board of Directors PALO ALTO, Calif., May 2, 2022 ? VMware, Inc. (NYSE: VMW), a leading innovator in enterprise software, today announced that Nicole Anasenes has been elected to the VMware board of directors. Anasenes brings extensive business, operational and financial acumen to VMware?s board of directors, having se

May 2, 2022 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): April 26, 2022 VMWARE, INC. (Exact name of registrant as specified in its charter) Delaware 001-33622 94-3292913 (State or Other Jurisdiction of Incorporation) (Commission File Number

April 22, 2022 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): April 18, 2022 VMWARE, INC. (Exact name of registrant as specified in its charter) Delaware 001-33622 94-3292913 (State or Other Jurisdiction of Incorporation) (Commission File Number

March 24, 2022 EX-10.1

Amended and Restated 2007 Equity and Incentive Plan, as amended November 1, 2021

Exhibit 10.1 Amended and Restated November 1, 2021 VMWARE, INC. AMENDED AND RESTATED 2007 EQUITY AND INCENTIVE PLAN 1.PURPOSE; TYPES OF AWARDS; CONSTRUCTION. The purpose of the VMware, Inc. Amended and Restated 2007 Equity and Incentive Plan is to attract, motivate and retain employees and independent contractors of the Company and any Subsidiary and Affiliate and non-employee directors of the Com

March 24, 2022 EX-21

List of subsidiaries

Exhibit 21 SUBSIDIARIES OF VMWARE, INC. SUBSIDIARIES STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION 3401 Hillview LLC Delaware A.W.S. Holding, LLC Delaware AetherPal LLC Delaware AirWatch LLC Delaware Avi Networks Germany GmbH Germany Avi Networks India Private Limited India Avi Networks International, Inc. Delaware Avi Networks, LLC Delaware BitRock, LLC California Carbon Black, LLC

March 24, 2022 EX-10.6

Executive Severance Plan, amended November 1, 2021

Exhibit 10.6 Amended November 1, 2021 VMware, Inc. Executive Severance Plan The Company considers it essential to the best interests of its stockholders to retain senior-level executives and to foster the continuous employment of key management personnel. In this connection, the Compensation Committee (the ?Committee?) of the Board of Directors of the Company (the ?Board?), recognizes that from ti

March 24, 2022 EX-4.12

Description of VMware, Inc.’s securities

Exhibit 4.12 DESCRIPTION OF THE REGISTRANT?S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following is a brief description of Class A common stock, par value $0.01 per share (the ?Common Stock?) of VMware, Inc. (the ?Company?), which is the only security of the Company registered pursuant to Section 12 of the Securities Exchange Act of 1934. Description o

March 24, 2022 EX-10.9

Form of Restricted Stock Unit Agreement, as amended November 1, 2021

Exhibit 10.9 VMWARE, INC. AMENDED AND RESTATED 2007 EQUITY AND INCENTIVE PLAN RESTRICTED STOCK UNIT AGREEMENT I. NOTICE OF GRANT Unless otherwise defined in this notice of grant (?Notice of Grant?) and Restricted Stock Unit agreement (?Agreement?), capitalized terms used herein will have the meanings set forth in the VMware, Inc. Amended and Restated 2007 Equity and Incentive Plan (the ?Plan?) in

March 24, 2022 EX-10.2

Amended and Restated 2007 Employee Stock Purchase Plan, as amended November 1, 2021

Exhibit 10.2 November 1, 2021 VMWARE, INC. AMENDED AND RESTATED 2007 EMPLOYEE STOCK PURCHASE PLAN Section 1. Purpose of Plan The VMware, Inc. Amended and Restated 2007 Employee Stock Purchase Plan (the ?Plan?) is intended to provide a method by which eligible employees of VMware, Inc. (?VMware?) and its subsidiaries (collectively, the ?Company?) may use voluntary, systematic payroll deductions or

March 24, 2022 EX-10.7

Change in Control Retention Plan, as amended and restated November 1, 2021

Exhibit 10.7 Amended and Restated on November 1, 2021 VMware, Inc. Change in Control Retention Plan The Company considers it essential to the best interests of its stockholders to attract senior-level executives and to foster the continuous employment of key management personnel. In this connection, the Board of Directors of the Company (the ?Board?), recognizes that from time to time the possibil

March 24, 2022 EX-10.10

Form of Performance Stock Unit Agreement, as amended November 1, 2021

Exhibit 10.10 VMWARE, INC. 2007 EQUITY AND INCENTIVE PLAN PERFORMANCE STOCK UNIT AGREEMENT I. NOTICE OF GRANT Unless otherwise defined in this notice of grant (?Notice of Grant?) and Performance Stock Unit Agreement (?Agreement?), the capitalized terms used herein have the meanings set forth in the VMware, Inc. 2007 Amended and Restated Equity and Incentive Plan (the ?Plan?) in effect on the date

March 24, 2022 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended January 28, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-3362

February 24, 2022 EX-99.1

VMware Reports Fourth Quarter and Fiscal Year 2022 Results FY22 total revenue of $12.85 billion; growth of 9% year-over-year FY22 Subscription and SaaS revenue of $3.20 billion, an increase of 24% year-over-year

Exhibit 99.1 VMware Reports Fourth Quarter and Fiscal Year 2022 Results FY22 total revenue of $12.85 billion; growth of 9% year-over-year FY22 Subscription and SaaS revenue of $3.20 billion, an increase of 24% year-over-year PALO ALTO, Calif., February 24, 2022 ? VMware, Inc. (NYSE: VMW), a leading innovator in enterprise software, today announced financial results for the fourth quarter and full

February 24, 2022 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRERT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): February 24, 2022 VMWARE, INC. (Exact name of registrant as specified in its charter) Delaware 001-33622 94-3292913 (State or Other Jurisdiction of Incorporation) (Commission File Num

February 14, 2022 SC 13G/A

VMW / VMware, Inc. / DODGE & COX - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 1)* VMWARE, INC. (Name of Issuer) Class A Common Stock (Title of Class of Securities) 928563402 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sc

December 3, 2021 EX-10.3

Form of TSR Performance Stock Unit Agreement dated October 2021

Exhibit 10.3 VMWARE, INC. 2007 EQUITY AND INCENTIVE PLAN PERFORMANCE STOCK UNIT AGREEMENT I. NOTICE OF GRANT Unless otherwise defined in this notice of grant (?Notice of Grant?) and Performance Stock Unit Agreement (?Agreement?), the capitalized terms used herein have the meanings set forth in the VMware, Inc. 2007 Amended and Restated Equity and Incentive Plan in effect on the Date of Grant Appro

December 3, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended October 29, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number

November 23, 2021 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRERT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): November 23, 2021 VMWARE, INC. (Exact name of registrant as specified in its charter) Delaware 001-33622 94-3292913 (State or Other Jurisdiction of Incorporation) (Commission File Num

November 23, 2021 EX-99.1

VMware Reports Fiscal Year 2022 Third Quarter Results Total Revenue growth of 11% year-over-year Subscription and SaaS ARR for the third quarter was $3.31 billion, an increase of 25% year-over-year

Exhibit 99.1 VMware Reports Fiscal Year 2022 Third Quarter Results Total Revenue growth of 11% year-over-year Subscription and SaaS ARR for the third quarter was $3.31 billion, an increase of 25% year-over-year PALO ALTO, Calif., November 23, 2021 ? VMware, Inc. (NYSE: VMW), a leading innovator in enterprise software, today announced financial results for the third quarter of fiscal year 2022: ?Re

November 3, 2021 SC 13D

VMW / VMware, Inc. / SL SPV-2, L.P. - SC 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* VMware, Inc. (Name of Issuer) Class A Common Stock, $0.01 par value per share (Title of Class of Securities) 928563402 (CUSIP Number) Andrew J. Schader, Esq. Silver Lake 55 Hudson Yards 550 West 34th Street, 40th Floor New York, NY 10001 (212) 981-5600 (N

November 3, 2021 EX-99.A

JOINT FILING AGREEMENT PURSUANT TO RULE 13D-1(K)(1)

Exhibit A JOINT FILING AGREEMENT PURSUANT TO RULE 13D-1(K)(1) The undersigned acknowledge and agree that the Statement on Schedule 13D filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the shares of Class A Common Stock, $0.

November 2, 2021 SC 13D/A

VMW / VMware, Inc. / Dell Technologies Inc. - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 21)* VMware, Inc. (Name of Issuer) Class A Common Stock, par value $0.01 per share (Title of Class of Securities) 928563402 (CUSIP Number) Robert L. Potts Senior Vice President, Corporate Securities & Finance Counsel and Assistant Secretary Dell Technologies

November 2, 2021 SC 13D/A

VMW / VMware, Inc. / DELL MICHAEL S - SC 13D/A Activist Investment

SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 21)* VMware, Inc. (Name of Issuer) Class A Common Stock, par value $0.01 per share (Title of Class of Securities) 928563402 (CUSIP Number) Michael S. Dell c/o Dell Technologies Inc. One Dell Way Round Rock, Texas 78682 (512) 728-7800 (Name, Address

November 1, 2021 EX-10.6

Letter Agreement, dated as of November 1, 2021, by and between VMware, Inc. and Dell Technologies Inc.

Exhibit 10.6 Execution Version DELL TECHNOLOGIES INC. One Dell Way, RR1?33 Round Rock, Texas 78682 November 1, 2021 VMware, Inc. 3401 Hillview Avenue Palo Alto, CA 94304 RE: Separation and Distribution Agreement Ladies and Gentlemen: Reference is made to that certain Separation and Distribution Agreement, dated as of April 14, 2021 (as amended, restated, supplemented or modified from time to time,

November 1, 2021 8-K

Regulation FD Disclosure

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): November 1, 2021 VMWARE, INC. (Exact name of registrant as specified in its charter) Delaware 001-33622 94-3292913 (State or Other Jurisdiction of Incorporation) (Commission File Numb

November 1, 2021 EX-3.2

Amended and Restated Bylaws

EXHIBIT 3.2 AMENDED AND RESTATED BYLAWS OF VMWARE, INC. Incorporated under the Laws of the State of Delaware ARTICLE I OFFICES AND RECORDS Section 1.1 Offices. VMware, Inc. (the ?Corporation?) may have such offices, either within or without the State of Delaware, as the Board of Directors may designate or as the business of the Corporation may from time to time require. Section 1.2 Books and Recor

November 1, 2021 EX-3.1

Amended and Restated Certificate of Incorporation

EX-3.1 2 d251333dex31.htm EX-3.1 EXHIBIT 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF VMWARE, INC. VMWARE, INC., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is VMware, Inc. The original Certificate of Incorporation of the Corporation was filed with the Secretary of State

November 1, 2021 8-K

Changes in Control of Registrant, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Material Modification to Rights of Security Holders, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events

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): November 1, 2021 VMWARE, INC. (Exact name of registrant as specified in its charter) Delaware 001-33622 94-3292913 (State or Other Jurisdiction of Incorporation) (Commission File Numb

November 1, 2021 EX-10.1

Commercial Framework Agreement, dated as of November 1, 2021, by and between VMware, Inc. and Dell Technologies Inc.

EXHIBIT 10.1 Execution Version COMMERCIAL FRAMEWORK AGREEMENT between DELL TECHNOLOGIES INC. and VMWARE, INC. Dated as of November 1, 2021 TABLE OF CONTENTS Page 1. Definitions; Construction 1 1.1. Definitions 1 1.2. Construction 4 2. Purpose and Effect of the Agreement 6 2.1. Purpose 6 2.2. Conflicts; Order of Precedence 6 3. Product, Service, and Strategic Collaborations 6 3.1. Covered Solutions

November 1, 2021 EX-10.2

Stockholders Agreement, dated as of November 1, 2021, by and among VMware, Inc., Michael S. Dell, Susan Lieberman Dell Separate Property Trust, SL SPV-2, L.P., Silver Lake Partners IV, L.P., Silver Lake Technology Investors IV, L.P., Silver Lake Partners V DE (AIV), L.P., Silver Lake Group, L.L.C. and Silver Lake Technology Investors V, L.P.

EXHIBIT 10.2 Execution Version VMWARE INC. STOCKHOLDERS AGREEMENT Dated as of November 1, 2021 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS SECTION 1.1. Definitions 1 SECTION 1.2. General Interpretive Principles 7 ARTICLE II REPRESENTATIONS AND WARRANTIES SECTION 2.1. Representations and Warranties of the Parties 7 ARTICLE III GOVERNANCE SECTION 3.1. Board of Directors of the Company 8 SECTION 3.2

November 1, 2021 EX-10.5

Governance Letter Agreement Amendment, dated as of November 1, 2021, by and between VMware, Inc. and Dell Technologies Inc.

EXHIBIT 10.5 Execution Version AMENDMENT TO LETTER AGREEMENT November 1, 2021 Reference is hereby made to that certain Letter Agreement (the ?Letter Agreement?), dated as of July 1, 2018, by and between Dell Technologies Inc. (?Dell?) and VMware, Inc. ( ?VMware?). This Amendment to Letter Agreement (the ?Amendment?) is being entered into in connection with the consummation of the transactions cont

November 1, 2021 EX-10.4

Covenant Not to Sue and Release Agreement, dated as of November 1, 2021, by and between VMware, Inc. and Dell Technologies Inc.

EX-10.4 7 d251333dex104.htm EX-10.4 EXHIBIT 10.4 Execution Version COVENANT NOT TO SUE AND RELEASE This COVENANT NOT TO SUE AND RELEASE (“Agreement”), effective as of November 1, 2021 (“Effective Date”), is by and between Dell Technologies Inc., a Delaware corporation having an office at 176 South Street, Hopkinton, MA 01748-9103 (“Dell”) and VMware, Inc., a Delaware corporation having an office a

November 1, 2021 EX-99.1

A New Chapter for VMware: Spin-Off from Dell Technologies Completed VMware Gains Operational and Financial Flexibility while Maintaining Strategic Partnership with Dell Technologies Company Poised to Lead in Multi-Cloud Services for All Apps, Enablin

Exhibit 99.1 A New Chapter for VMware: Spin-Off from Dell Technologies Completed VMware Gains Operational and Financial Flexibility while Maintaining Strategic Partnership with Dell Technologies Company Poised to Lead in Multi-Cloud Services for All Apps, Enabling Digital Innovation with Enterprise Control PALO ALTO, Calif. ? Nov. 1, 2021 ? VMware (NYSE: VMW) and Dell Technologies today announced

November 1, 2021 EX-10.3

Registration Rights Agreement, dated as of November 1, 2021, by and among VMware, Inc., Michael S. Dell, Susan Lieberman Dell Separate Property Trust, SL SPV-2, L.P., Silver Lake Partners IV, L.P., Silver Lake Technology Investors IV, L.P., Silver Lake Partners V DE (AIV), L.P., Silver Lake Group, L.L.C. and Silver Lake Technology Investors V, L.P.

EXHIBIT 10.3 Execution Version VMWARE, INC. REGISTRATION RIGHTS AGREEMENT Dated as of November 1, 2021 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS Section 1.1 Definitions 1 Section 1.2 General Interpretive Principles 9 ARTICLE II REGISTRATION RIGHTS Section 2.1 Holder Initiated Shelf Registration 9 Section 2.2 Shelf Take-Downs 11 Section 2.3 Demand Registration 15 Section 2.4 Piggyback Registrati

October 19, 2021 EX-99.1

VMware Announces Record Date for Conditional Special Dividend Record Date for $11.5B conditional special dividend is October 29, 2021

Exhibit 99.1 VMware Announces Record Date for Conditional Special Dividend Record Date for $11.5B conditional special dividend is October 29, 2021 PALO ALTO, Calif. ? Oct. 19, 2021 ?VMware Inc. (NYSE:VMW) (?VMware?), a leading innovator in enterprise software, today announced that October 29, 2021 has been set as the record date (the ?Record Date?) for VMware?s $11.5 billion, conditional special d

October 19, 2021 8-K

Financial Statements and Exhibits, Other Events

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): October 19, 2021 VMWARE, INC. (Exact name of registrant as specified in its charter) Delaware 001-33622 94-3292913 (State or Other Jurisdiction of Incorporation) (Commission File Numb

October 7, 2021 EX-2.1

Letter Agreement, dated as of October 7, 2021, by and between VMware, Inc. and Dell Technologies Inc.

EX-2.1 2 a8-k10x07x21xexhibit21.htm EX-2.1 Dell Technologies Inc. One Dell Way, RR1–33 Round Rock, Texas 78682 October 7, 2021 VMware, Inc. 3401 Hillview Avenue Palo Alto, CA 94304 RE: Separation and Distribution Agreement Ladies and Gentlemen: Reference is made to that certain Separation and Distribution Agreement, dated as of April 14, 2021 (as amended, restated, supplemented or modified from ti

October 7, 2021 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

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): October 7, 2021 VMWARE, INC. (Exact name of registrant as specified in its charter) Delaware 001-33622 94-3292913 (State or Other Jurisdiction of Incorporation) (Commission File Numbe

September 14, 2021 EX-3.2

Second Amended and Restated Bylaws of VMware, Inc.

EX-3.2 3 exhibit32-secondarbylaws.htm EX-3.2 Exhibit 3.2 Amended and Restated as of September 13, 2021 SECOND AMENDED AND RESTATED BYLAWS OF VMWARE, INC. Incorporated under the Laws of the State of Delaware ARTICLE I OFFICES AND RECORDS Section 1.1Offices. VMware, Inc. (the “Corporation”) may have such offices, either within or without the State of Delaware, as the Board of Directors may designate

September 14, 2021 8-K

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): September 13, 2021 VMWARE, INC. (

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): September 13, 2021 VMWARE, INC. (Exact name of registrant as specified in its charter) Delaware 001-33622 94-3292913 (State or Other Jurisdiction of Incorporation) (Commission File Nu

September 14, 2021 EX-3.1

Certificate of Amendment of the Amended and Restated Certificate of Incorporation of VMware, Inc.

Exhibit 3.1 CERTIFICATE OF AMENDMENT OF THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF VMWARE, INC. VMware, Inc. (the ?Corporation?), a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the ?DGCL?), does hereby certify that: FIRST: The Amended and Restated Certificate of Incorporation (the ?Charter?) was file

September 3, 2021 EX-10.11

Amended and Restated 2007 Employee Stock Purchase Plan, as amended July 23, 2021

Exhibit 10.11 VMWARE, INC. AMENDED AND RESTATED 2007 EMPLOYEE STOCK PURCHASE PLAN Section 1. Purpose of Plan The VMware, Inc. Amended and Restated 2007 Employee Stock Purchase Plan (the ?Plan?) is intended to provide a method by which eligible employees of VMware, Inc. (?VMware?) and its subsidiaries (collectively, the ?Company?) may use voluntary, systematic payroll deductions or other contributi

September 3, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended July 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001

September 3, 2021 EX-10.6

Amended and Restated 2007 Equity and Incentive Plan, as amended July 23, 2021

EX-10.6 3 vmw-7302021x10qex106.htm AMENDED AND RESTATED 2007 EQUITY AND INCENTIVE PLAN Exhibit 10.6 VMWARE, INC. AMENDED AND RESTATED 2007 EQUITY AND INCENTIVE PLAN 1.PURPOSE; TYPES OF AWARDS; CONSTRUCTION. The purpose of the VMware, Inc. Amended and Restated 2007 Equity and Incentive Plan is to attract, motivate and retain employees and independent contractors of the Company and any Subsidiary an

September 3, 2021 S-8

As filed with the Securities and Exchange Commission on September 3, 2021

As filed with the Securities and Exchange Commission on September 3, 2021 Registration No.

September 3, 2021 EX-10.3

Term Loan Credit Agreement, dated as of September 2, 2021, among VMware, Inc., the lenders party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, J.P. Morgan Securities LLC, BofA Securities, Inc., Barclays Bank PLC and Citibank, N.A., as Joint Lead Arrangers and Joint Bookrunners, Bank of America, N.A., as Syndication Agent and Barclays Bank PLC and Citibank, N.A., as Co-Documentation Agents

EX-10.3 2 vmw-7302021x10qex103.htm TERM LOAN CREDIT AGREEMENT, DATED AS OF SEPTEMBER 2, 2021 Exhibit 10.3 TERM LOAN CREDIT AGREEMENT dated as of September 2, 2021 among VMWARE, INC. The Lenders Party Hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent J.P. MORGAN SECURITIES LLC, BOFA SECURITIES, INC., BARCLAYS BANK PLC and CITIBANK, N.A., as Joint Lead Arrangers and Joint Bookrunners BAN

August 26, 2021 EX-99.1

VMware Reports Fiscal Year 2022 Second Quarter Results Total Revenue growth of 9% year-over-year Subscription and SaaS revenue growth of 23% year-over-year

Exhibit 99.1 VMware Reports Fiscal Year 2022 Second Quarter Results Total Revenue growth of 9% year-over-year Subscription and SaaS revenue growth of 23% year-over-year PALO ALTO, Calif., August 26, 2021 ? VMware, Inc. (NYSE: VMW), a leading innovator in enterprise software, today announced financial results for the second quarter of fiscal year 2022: ?Revenue for the second quarter was $3.14 bill

August 26, 2021 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRERT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): August 26, 2021 VMWARE, INC. (Exact name of registrant as specified in its charter) Delaware 001-33622 94-3292913 (State or Other Jurisdiction of Incorporation) (Commission File Numbe

August 23, 2021 DEF 14C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION INFORMATION STATEMENT PURSUANT TO SECTION 14(C) OF THE SECURITIES EXCHANGE ACT OF 1934

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION INFORMATION STATEMENT PURSUANT TO SECTION 14(C) OF THE SECURITIES EXCHANGE ACT OF 1934 Check the appropriate box: ? Preliminary Information Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ? Definitive Information Statement VMWARE, INC. (Name

August 10, 2021 PRE 14C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION INFORMATION STATEMENT PURSUANT TO SECTION 14(C) OF THE SECURITIES EXCHANGE ACT OF 1934

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION INFORMATION STATEMENT PURSUANT TO SECTION 14(C) OF THE SECURITIES EXCHANGE ACT OF 1934 Check the appropriate box: ? Preliminary Information Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ? Definitive Information Statement VMWARE, INC. (Name

August 2, 2021 EX-4.5

Tenth Supplemental Indenture, by and between VMware and The Bank of New York Mellon Trust Company, N.A., as trustee, dated August 2, 2021

EX-4.5 5 d211693dex45.htm EX-4.5 Exhibit 4.5 Execution Version VMWARE, INC., as the Company, and The Bank of New York Mellon Trust Company, N.A., as the Trustee TENTH SUPPLEMENTAL INDENTURE DATED AS OF AUGUST 2, 2021 to INDENTURE DATED AS OF AUGUST 21, 2017 Relating to $750,000,000 of 1.800% Notes due 2028 TENTH SUPPLEMENTAL INDENTURE TENTH SUPPLEMENTAL INDENTURE, dated as of August 2, 2021 (this

August 2, 2021 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): August 2, 2021 VMWARE, INC. (Exact name of registrant as specified in its charter) Delaware 001-33622 94-3292913 (State or Other Jurisdiction of Incorporation) (Commission File Number

August 2, 2021 EX-4.2

Seventh Supplemental Indenture, by and between VMware and The Bank of New York Mellon Trust Company, N.A., as trustee, dated August 2, 2021

EX-4.2 2 d211693dex42.htm EX-4.2 Exhibit 4.2 Execution Version VMWARE, INC., as the Company, and The Bank of New York Mellon Trust Company, N.A., as the Trustee SEVENTH SUPPLEMENTAL INDENTURE DATED AS OF AUGUST 2, 2021 to INDENTURE DATED AS OF AUGUST 21, 2017 Relating to $1,000,000,000 of 0.600% Notes due 2023 SEVENTH SUPPLEMENTAL INDENTURE SEVENTH SUPPLEMENTAL INDENTURE, dated as of August 2, 202

August 2, 2021 EX-4.4

Ninth Supplemental Indenture, by and between VMware and The Bank of New York Mellon Trust Company, N.A., as trustee, dated August 2, 2021

Exhibit 4.4 Execution Version VMWARE, INC., as the Company, and The Bank of New York Mellon Trust Company, N.A., as the Trustee NINTH SUPPLEMENTAL INDENTURE DATED AS OF AUGUST 2, 2021 to INDENTURE DATED AS OF AUGUST 21, 2017 Relating to $1,500,000,000 of 1.400% Notes due 2026 NINTH SUPPLEMENTAL INDENTURE NINTH SUPPLEMENTAL INDENTURE, dated as of August 2, 2021 (this ?Ninth Supplemental Indenture?)

August 2, 2021 EX-4.6

Eleventh Supplemental Indenture, by and between VMware and The Bank of New York Mellon Trust Company, N.A., as trustee, dated August 2, 2021

EX-4.6 6 d211693dex46.htm EX-4.6 Exhibit 4.6 Execution Version VMWARE, INC., as the Company, and The Bank of New York Mellon Trust Company, N.A., as the Trustee ELEVENTH SUPPLEMENTAL INDENTURE DATED AS OF AUGUST 2, 2021 to INDENTURE DATED AS OF AUGUST 21, 2017 Relating to $1,500,000,000 of 2.200% Notes due 2031 ELEVENTH SUPPLEMENTAL INDENTURE ELEVENTH SUPPLEMENTAL INDENTURE, dated as of August 2,

August 2, 2021 EX-4.3

Eighth Supplemental Indenture, by and between VMware and The Bank of New York Mellon Trust Company, N.A., as trustee, dated August 2, 2021

EX-4.3 3 d211693dex43.htm EX-4.3 Exhibit 4.3 Execution Version VMWARE, INC., as the Company, and The Bank of New York Mellon Trust Company, N.A., as the Trustee EIGHTH SUPPLEMENTAL INDENTURE DATED AS OF AUGUST 2, 2021 to INDENTURE DATED AS OF AUGUST 21, 2017 Relating to $1,250,000,000 of 1.000% Notes due 2024 EIGHTH SUPPLEMENTAL INDENTURE EIGHTH SUPPLEMENTAL INDENTURE, dated as of August 2, 2021 (

July 28, 2021 8-K

Submission of Matters to a Vote of Security Holders

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): July 23, 2021 VMWARE, INC. (Exact name of registrant as specified in its charter) Delaware 001-33622 94-3292913 (State or Other Jurisdiction of Incorporation) (Commission File Number)

July 22, 2021 424B5

CALCULATION OF REGISTRATION FEE Title of Each Class of Securities Offered Proposed Maximum Aggregate Offering Price Amount of Registration Fee(1)(2) 0.600% Senior Notes due 2023 $1,000,000,000 $109,100 1.000% Senior Notes due 2024 $1,250,000,000 $136

Table of Contents Filed Pursuant to rule 424(b)(5) Registration File No. 333-237417 CALCULATION OF REGISTRATION FEE Title of Each Class of Securities Offered Proposed Maximum Aggregate Offering Price Amount of Registration Fee(1)(2) 0.600% Senior Notes due 2023 $1,000,000,000 $109,100 1.000% Senior Notes due 2024 $1,250,000,000 $136,375 1.400% Senior Notes due 2026 $1,500,000,000 $163,650 1.800% S

July 21, 2021 EX-1.1

Underwriting Agreement, dated July 20, 2021 by and between VMware, Inc. and Barclays Capital Inc., BofA Securities, Inc., Citigroup Global Markets Inc. and J.P. Morgan Securities LLC, as representatives for the several underwriters

EX-1.1 2 d167658dex11.htm EX-1.1 Exhibit 1.1 Execution Version $6,000,000,000 VMware, Inc. $1,000,000,000 0.600% Senior Notes due 2023 $1,250,000,000 1.000% Senior Notes due 2024 $1,500,000,000 1.400% Senior Notes due 2026 $750,000,000 1.800% Senior Notes due 2028 $1,500,000,000 2.200% Senior Notes due 2031 Underwriting Agreement July 20, 2021 Barclays Capital Inc. BofA Securities, Inc. Citigroup

July 21, 2021 8-K

Financial Statements and Exhibits, Other Events

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): July 20, 2021 VMWARE, INC. (Exact name of registrant as specified in its charter) Delaware 001-33622 94-3292913 (State or Other Jurisdiction of Incorporation) (Commission File Number)

July 20, 2021 FWP

VMWARE, INC. PRICING TERM SHEET July 20, 2021 $1,000,000,000 0.600% Senior Notes due 2023 $1,250,000,000 1.000% Senior Notes due 2024 $1,500,000,000 1.400% Senior Notes due 2026 $750,000,000 1.800% Senior Notes due 2028 $1,500,000,000 2.200% Senior N

Filed Pursuant to Rule 433 Registration No. 333-237417 July 20, 2021 VMWARE, INC. PRICING TERM SHEET July 20, 2021 $1,000,000,000 0.600% Senior Notes due 2023 $1,250,000,000 1.000% Senior Notes due 2024 $1,500,000,000 1.400% Senior Notes due 2026 $750,000,000 1.800% Senior Notes due 2028 $1,500,000,000 2.200% Senior Notes due 2031 This Pricing Term Sheet is qualified in its entirety by reference t

July 20, 2021 424B2

Subject to Completion, dated July 20, 2021

Table of Contents Filed Pursuant to Rule 424(b)(2) Registration File No. 333-237417 The information in this preliminary prospectus supplement is not complete and may be changed. This prospectus supplement is not an offer to sell these securities and is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. Subject to Completion, dated July 20,

June 7, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended April 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 00

May 28, 2021 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)

May 28, 2021 DEF 14A

Schedule 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)

May 27, 2021 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRERT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): May 27, 2021 VMWARE, INC. (Exact name of registrant as specified in its charter) Delaware 001-33622 94-3292913 (State or Other Jurisdiction of Incorporation) (Commission File Number)

May 27, 2021 EX-99.1

VMware Reports Fiscal Year 2022 First Quarter Results Total Revenue growth of 9% year-over-year Subscription and SaaS revenue growth of 29% year-over-year

EX-99.1 2 pressreleasefinancials430.htm EX-99.1 Exhibit 99.1 VMware Reports Fiscal Year 2022 First Quarter Results Total Revenue growth of 9% year-over-year Subscription and SaaS revenue growth of 29% year-over-year PALO ALTO, Calif., May 27, 2021 — VMware, Inc. (NYSE: VMW), a leading innovator in enterprise software, today announced financial results for the first quarter of fiscal year 2022: •Re

May 12, 2021 8-K

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Results of Operations and Financial Condition

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): May 9, 2021 VMWARE, INC. (Exact name of registrant as specified in its charter) Delaware 001-33622 94-3292913 (State or Other Jurisdiction of Incorporation) (Commission File Number) (

May 12, 2021 EX-99.1

VMware Board Names Raghu Raghuram as CEO Sumit Dhawan Appointed President, Zane Rowe to Continue as CFO Announces Preliminary Q1 FY22 Results

EX-99.1 4 d513266dex991.htm EX-99.1 Exhibit 99.1 VMware Board Names Raghu Raghuram as CEO Sumit Dhawan Appointed President, Zane Rowe to Continue as CFO Announces Preliminary Q1 FY22 Results PALO ALTO, Calif.—May 12, 2021— VMware (NYSE: VMW) today announced that its Board of Directors has appointed Rangarajan (Raghu) Raghuram as Chief Executive Officer and member of the Board of Directors, effecti

May 12, 2021 EX-10.2

Letter Agreement between VMware, Inc. and Sumit Dhawan dated May 11, 2021

EX-10.2 3 d513266dex102.htm EX-10.2 Exhibit 10.2 VMware, Inc 3401 Hillview Avenue Palo Alto, CA 94304 May 11, 2021 Sumit Dhawan Dear Sumit, We are pleased to offer you a position with VMware, Inc. (the “Company”) as President, commencing on June 1, 2021 (the “Effective Date”). You will report to Raghu Raghuram, Chief Executive Officer. The Company, in its sole discretion, may modify job titles and

May 12, 2021 EX-10.1

Letter Agreement between VMware, Inc. and Rangarajan (Raghu) Raghuram dated May 11, 2021

EX-10.1 2 d513266dex101.htm EX-10.1 Exhibit 10.1 VMware, Inc 3401 Hillview Avenue Palo Alto, CA 94304 May 11, 2021 Raghu Raghuram Dear Raghu, We are pleased to offer you a position with VMware, Inc. (the “Company”) as Chief Executive Officer, commencing on June 1, 2021 (the “Effective Date”). You will report directly to the VMware Board of Directors (the “Board”), and in connection with your new p

May 3, 2021 8-K

Submission of Matters to a Vote of Security Holders

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): April 29, 2021 VMWARE, INC. (Exact name of registrant as specified in its charter) Delaware 001-33622 94-3292913 (State or Other Jurisdiction of Incorporation) (Commission File Number

April 23, 2021 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): April 21, 2021 VMWARE, INC. (Exact name of registrant as specified in its charter) Delaware 001-33622 94-3292913 (State or Other Jurisdiction of Incorporation) (Commission File Number

April 14, 2021 8-K

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders

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): April 13, 2021 VMWARE, INC. (Exact name of registrant as specified in its charter) Delaware 001-33622 94-3292913 (State or Other Jurisdiction of Incorporation) (Commission File Number

April 14, 2021 EX-10.1

Tax Matters Agreement, dated as April 14, 2021, by and between Dell Technologies Inc. and VMware, Inc.

EX-10.1 7 d129301dex101.htm EX-10.1 Exhibit 10.1 Execution Version TAX MATTERS AGREEMENT by and among DELL TECHNOLOGIES INC. AND ITS AFFILIATES and VMWARE, INC. AND ITS AFFILIATES, Dated April 14, 2021 TAX MATTERS AGREEMENT THIS TAX MATTERS AGREEMENT (this “Agreement”), dated as of April 14, 2021 (the “Effective Date”), is entered into by and among Dell Technologies Inc., a Delaware corporation (“

April 14, 2021 EX-2.1

Separation and Distribution Agreement, dated as April 14, 2021, by and between Dell Technologies Inc. and VMware, Inc.

Exhibit 2.1 EXECUTION VERSION SEPARATION AND DISTRIBUTION AGREEMENT between DELL TECHNOLOGIES INC. and VMWARE, INC. Dated as of April 14, 2021 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS; CONSTRUCTION SECTION 1.1 Definitions 3 SECTION 1.2 Construction 13 ARTICLE II THE SEPARATION SECTION 2.1 Separation Date 14 SECTION 2.2 Release of Guarantees 14 SECTION 2.3 Treatment of Shared Contracts 14 SECTI

April 14, 2021 EX-3.3

Form of Second Amended and Restated Certificate of Incorporation of VMware, Inc.

Exhibit 3.3 FINAL FORM SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF VMWARE, INC. VMWARE, INC., a corporation organized and existing under the laws of the State of Delaware (the ?Corporation?), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is VMware, Inc. The original Certificate of Incorporation of the Corporation was filed with the Secretary of State of the State o

April 14, 2021 EX-99.1

VMware and Dell Technologies Reach Agreement Regarding Spin-Off Dell Technologies to Spin-off 81% Equity Ownership of VMware, Positioning VMware for Further Growth Provides VMware with Strategic and Operational Flexibility while Preserving Dell Techn

EX-99.1 Exhibit 99.1 VMware and Dell Technologies Reach Agreement Regarding Spin-Off Dell Technologies to Spin-off 81% Equity Ownership of VMware, Positioning VMware for Further Growth Provides VMware with Strategic and Operational Flexibility while Preserving Dell Technologies Strategic Partnership VMware to Pay $11.5B-$12.0B Special Cash Dividend to All Stockholders; Committed to Investment Grad

April 14, 2021 EX-3.1

Form of Certificate of Amendment to Amended and Restated Certificate of Incorporation of VMware, Inc.

EX-3.1 3 d129301dex31.htm EX-3.1 Exhibit 3.1 FINAL FORM CERTIFICATE OF AMENDMENT OF THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF VMWARE, INC. VMware, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify that: FIRST: The Amended and Restated Certifica

April 14, 2021 SC 13D/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 20)* VMware, Inc. (Name of Issuer) Class A Common Stock, par value $0.01 per share (Title of Class of Securi

SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 20)* VMware, Inc. (Name of Issuer) Class A Common Stock, par value $0.01 per share (Title of Class of Securities) 928563402 (CUSIP Number) Robert L. Potts Senior Vice President, Corporate Securities & Finance Counsel and Assistant Secretary Dell Tec

April 14, 2021 EX-3.2

Form of Second Amended and Restated Bylaws of VMware, Inc.

EX-3.2 4 d129301dex32.htm EX-3.2 Exhibit 3.2 FINAL FORM SECOND AMENDED AND RESTATED BYLAWS OF VMWARE, INC. Incorporated under the Laws of the State of Delaware ARTICLE I OFFICES AND RECORDS Section 1.1 Offices. VMware, Inc. (the “Corporation”) may have such offices, either within or without the State of Delaware, as the Board of Directors may designate or as the business of the Corporation may fro

April 14, 2021 EX-3.4

Form of Third Amended and Restated Bylaws of VMware, Inc.

EX-3.4 6 d129301dex34.htm EX-3.4 Exhibit 3.4 FINAL FORM THIRD AMENDED AND RESTATED BYLAWS OF VMWARE, INC. Incorporated under the Laws of the State of Delaware ARTICLE I OFFICES AND RECORDS Section 1.1 Offices. VMware, Inc. (the “Corporation”) may have such offices, either within or without the State of Delaware, as the Board of Directors may designate or as the business of the Corporation may from

March 26, 2021 EX-4.9

Description of VMware, Inc.’s securities

EX-4.9 2 vmw-1292021x10kex49.htm DESCRIPTION OF VMWARE INC.'S SECURITIES Exhibit 4.9 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following is a brief description of Class A common stock, par value $0.01 per share (the “Class A Common Stock”) of VMware, Inc. (the “Company”), which is the only security of the Company registe

March 26, 2021 EX-10.6

Amended and Restated 2007 Equity and Incentive Plan, as amended December 10, 2020

Exhibit 10.6 Amended and Restated December 10, 2020 VMWARE, INC. AMENDED AND RESTATED 2007 EQUITY AND INCENTIVE PLAN 1.PURPOSE; TYPES OF AWARDS; CONSTRUCTION. The purpose of the VMware, Inc. Amended and Restated 2007 Equity and Incentive Plan is to attract, motivate and retain employees and independent contractors of the Company and any Subsidiary and Affiliate and non-employee directors of the Co

March 26, 2021 EX-10.11

Amended and Restated 2007 Employee Stock Purchase Plan, as amended December 10, 2020

Exhibit 10.11 December 10, 2020 VMWARE, INC. AMENDED AND RESTATED 2007 EMPLOYEE STOCK PURCHASE PLAN Section 1. Purpose of Plan The VMware, Inc. Amended and Restated 2007 Employee Stock Purchase Plan (the ?Plan?) is intended to provide a method by which eligible employees of VMware, Inc. (?VMware?) and its subsidiaries (collectively, the ?Company?) may use voluntary, systematic payroll deductions o

March 26, 2021 10-K

Annual Report - 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended January 29, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-33622 VMWARE, INC. (Ex

March 26, 2021 EX-21

List of subsidiaries

Exhibit 21 SUBSIDIARIES OF VMWARE, INC. SUBSIDIARIES STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION 3401 Hillview LLC Delaware A.W.S. Holding, LLC Delaware AetherPal LLC Delaware AirWatch LLC Delaware Avi Networks B.V. Netherlands Avi Networks India Private Limited India Avi Networks International, Inc. Delaware Avi Networks, LLC Delaware BitRock, Inc. Delaware BitRock, S.L. Spain Ca

March 26, 2021 EX-10.15

Form of Performance Stock Unit Agreement, as amended December 10, 2020

Exhibit 10.15 Form of PSU Agreement VMWARE, INC. 2007 EQUITY AND INCENTIVE PLAN Performance Stock Unit AGREEMENT I. NOTICE OF GRANT Unless otherwise defined in this notice of grant (?Notice of Grant?) and Performance Stock Unit Agreement (?Agreement?), the capitalized terms used herein have the meanings set forth in the VMware, Inc. 2007 Amended and Restated Equity and Incentive Plan (the ?Plan?).

March 1, 2021 8-K

Submission of Matters to a Vote of Security Holders

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): February 23, 2021 VMWARE, INC. (Exact name of registrant as specified in its charter) Delaware 001-33622 94-3292913 (State or Other Jurisdiction of Incorporation) (Commission File Num

February 25, 2021 EX-99.1

VMware Reports Fourth Quarter and Fiscal Year 2021 Results FY21 revenue of $11.8 billion; growth of 9% year-over-year Subscription and SaaS revenue of $2.6 billion; 22% of total revenue for FY21

EX-99.1 2 pressreleasefinancials129.htm EX-99.1 Exhibit 99.1 VMware Reports Fourth Quarter and Fiscal Year 2021 Results FY21 revenue of $11.8 billion; growth of 9% year-over-year Subscription and SaaS revenue of $2.6 billion; 22% of total revenue for FY21 PALO ALTO, Calif., February 25, 2021 — VMware, Inc. (NYSE: VMW), a leading innovator in enterprise software, today announced financial results f

February 25, 2021 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRERT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): February 25, 2021 VMWARE, INC. (Exact name of registrant as specified in its charter) Delaware 001-33622 94-3292913 (State or Other Jurisdiction of Incorporation) (Commission File Num

February 11, 2021 SC 13G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 0)* VMWARE, INC. (Name of Issuer) Class A Common Stock (Title of Class of Securities) (CUSIP Number) Decembe

SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 0)* VMWARE, INC. (Name of Issuer) Class A Common Stock (Title of Class of Securities) 928563402 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which

January 19, 2021 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits - 8-K

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 15, 2021 VMWARE, INC. (Exact name of registrant as specified in its charter) Delaware 001-33622 94-3292913 (State or Other Jurisdiction of Incorporation) (Commission File Numb

January 19, 2021 EX-99.1

Ken Denman, Technology Executive, Joins VMware Board of Directors

EX-99.1 2 a0119218-kex991.htm EX-99.1 Ken Denman, Technology Executive, Joins VMware Board of Directors PALO ALTO, Calif., Jan. 19, 2020 – VMware, Inc. (NYSE: VMW), a leading innovator in enterprise software, today announced that Ken Denman has been elected to the VMware board of directors. Denman brings extensive expertise to VMware’s board of directors and is widely recognized as a pioneer and l

January 13, 2021 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits - 8-K

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 12, 2021 VMWARE, INC. (Exact name of registrant as specified in its charter) Delaware 001-33622 94-3292913 (State or Other Jurisdiction of Incorporation) (Commission File Numb

January 13, 2021 EX-99.1

VMware Board of Directors Initiates Search for Chief Executive Officer Pat Gelsinger to Depart to Become CEO of Intel; Zane Rowe to Serve as Interim CEO

VMware Board of Directors Initiates Search for Chief Executive Officer Pat Gelsinger to Depart to Become CEO of Intel; Zane Rowe to Serve as Interim CEO PALO ALTO, Calif.

December 8, 2020 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers - 8-K

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): December 7, 2020 VMWARE, INC. (Exact name of registrant as specified in its charter) Delaware 001-33622 94-3292913 (State or Other Jurisdiction of Incorporation) (Commission File Numb

December 7, 2020 10-Q

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended October 30, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-33622 VMWARE,

November 24, 2020 EX-99.1

VMware Reports Fiscal Year 2021 Third Quarter Results Total revenue growth of 8% year-over-year Subscription and SaaS revenue growth of 44% year-over-year; 24% of total revenue

Exhibit 99.1 VMware Reports Fiscal Year 2021 Third Quarter Results Total revenue growth of 8% year-over-year Subscription and SaaS revenue growth of 44% year-over-year; 24% of total revenue PALO ALTO, Calif., November 24, 2020—VMware, Inc. (NYSE: VMW), a leading innovator in enterprise software, today announced financial results for the third quarter of fiscal 2021: • Revenue for the third quarter

November 24, 2020 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRERT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): November 24, 2020 VMWARE, INC. (Exact name of registrant as specified in its charter) Delaware 001-33622 94-3292913 (State or Other Jurisdiction of Incorporation) (Commission File Num

September 4, 2020 S-8

- S-8

As filed with the Securities and Exchange Commission on September 4, 2020 Registration No.

September 4, 2020 10-Q

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended July 31, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-33622 VMWARE, INC

September 4, 2020 EX-10.16

Form of Performance Stock Unit Agreement, as amended May 29, 2020

EX-10.16 2 vmw-7312020x10qex1016.htm FORM OF PERFORMANCE STOCK UNIT AGREEMENT, AS AMENDED MAY 29, 2020 EXHIBIT 10.16 VMWARE, INC. 2007 EQUITY AND INCENTIVE PLAN PERFORMANCE STOCK UNIT AGREEMENT I. NOTICE OF GRANT Unless otherwise defined in this notice of grant (“Notice of Grant”) and Performance Stock Unit Agreement (“Agreement”), the capitalized terms used herein have the meanings set forth in t

August 27, 2020 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRERT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): August 27, 2020 VMWARE, INC. (Exact name of registrant as specified in its charter) Delaware 001-33622 94-3292913 (State or Other Jurisdiction of Incorporation) (Commission File Numbe

August 27, 2020 EX-99.1

VMware Reports Fiscal Year 2021 Second Quarter Results Total revenue growth of 9% year-over-year Subscription and SaaS revenue growth of 44% year-over-year; 22% of total revenue

EX-99.1 2 pressreleasefinancials.htm EXHIBIT 99.1 Exhibit 99.1 VMware Reports Fiscal Year 2021 Second Quarter Results Total revenue growth of 9% year-over-year Subscription and SaaS revenue growth of 44% year-over-year; 22% of total revenue PALO ALTO, Calif., August 27, 2020—VMware, Inc. (NYSE: VMW), a leading innovator in enterprise software, today announced financial results for the second quart

July 20, 2020 8-K

Submission of Matters to a Vote of Security Holders

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): July 15, 2020 VMWARE, INC. (Exact name of registrant as specified in its charter) Delaware 001-33622 94-3292913 (State or Other Jurisdiction of Incorporation) (Commission File Number)

July 15, 2020 8-K

Other Events

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): July 15, 2020 VMWARE, INC. (Exact name of registrant as specified in its charter) Delaware 001-33622 94-3292913 (State or Other Jurisdiction of Incorporation) (Commission File Number)

July 15, 2020 SC 13D/A

VMW / VMWare, Inc. / Dell Technologies Inc - SC 13D/A Activist Investment

SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 19)* VMware, Inc. (Name of Issuer) Class A Common Stock, par value $0.01 per share (Title of Class of Securities) 928563402 (CUSIP Number) Robert L. Potts Senior Vice President, Corporate Securities & Finance Counsel and Assistant Secretary Dell Tec

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