[8-K/A] Dell Technologies Inc. Amends Material Event Report

Rhea-AI Filing Summary

Dell Technologies announced an executive appointment and related equity grant. Richard Troy Sharp, formerly Vice President of Corporate Accounting and Reporting, was appointed Senior Vice President, Corporate Finance and Chief Accounting Officer, effective August 8, 2025. In connection with this role, the Compensation Committee approved an equity award of 1,796 time‑based RSUs, granted on October 15, 2025 under the 2023 Stock Incentive Plan. The RSUs vest in three equal annual installments beginning on the first anniversary of the grant date.

Insights

Corporate governance analyst

Executive appointment with standard-sized RSU grant; neutral impact.

Dell Technologies named Richard Troy Sharp as Senior Vice President, Corporate Finance and Chief Accounting Officer effective August 8, 2025. This aligns finance leadership with internal experience, as he previously served in corporate accounting and reporting.

The Compensation Committee approved an equity award of 1,796 time-based RSUs granted on October 15, 2025 under the 2023 Stock Incentive Plan, vesting in three equal annual installments beginning one year after grant. Equity vesting ties retention to a multi-year period and aligns interests with Class C common stock performance.

No cash compensation changes or broader program shifts are disclosed in the excerpt. Actual impact is administrative and governance-related; market effects depend on routine execution of the new role.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549  

FORM 8-K/A

(Amendment No. 1)

 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 7, 2025

 ______________________

Dell Technologies Inc.

(Exact name of registrant as specified in its charter)

 ______________________

Delaware

001-37867

80-0890963

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

One Dell Way
Round Rock,			Texas						78682
(Address of principal executive offices)									(Zip Code)

Registrant’s telephone number, including area code: (800) 289-3355

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class			Trading Symbol(s)			Name of each exchange on which registered
Class C Common Stock, par value $0.01 per share			DELL			New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

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

(c) On August 12, 2025, Dell Technologies Inc. (the “Company”) filed a Current Report on Form 8-K that reported that Richard Troy Sharp, who previously served as the Company’s Vice President, Corporate Accounting and Reporting, was appointed as the Company’s Senior Vice President, Corporate Finance and Chief Accounting Officer, effective as of August 8, 2025.

In connection with this appointment, the Company’s Compensation Committee approved the grant to Mr. Sharp, effective as of October 15, 2025 (the “Grant Date”), of an equity award in the form of 1,796 time-based restricted stock units (“RSUs”) that settle in the Company’s Class C common stock. The RSUs will be issued under the Company’s 2023 Stock Incentive Plan and are specified to vest in three equal annual installments, beginning on the first anniversary of the Grant Date.

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SIGNATURES

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

Date: October 17, 2025			Dell Technologies Inc.
			By:			/s/ Christopher A. Garcia
						Christopher A. Garcia Senior Vice President and Assistant Secretary
						(Duly Authorized Officer)

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FAQ

What did DELL announce in this 8-K/A?

Dell appointed Richard Troy Sharp as Senior Vice President, Corporate Finance and Chief Accounting Officer, effective August 8, 2025, and approved an associated RSU grant.

How many RSUs did DELL grant to the new Chief Accounting Officer?

The Compensation Committee approved 1,796 time-based RSUs granted on October 15, 2025.

What is the vesting schedule for the 1,796 RSUs at DELL?

They vest in three equal annual installments, beginning on the first anniversary of the October 15, 2025 grant date.

Under which plan were the RSUs granted at DELL?

The RSUs were granted under Dell’s 2023 Stock Incentive Plan.

Which class of stock will DELL RSUs settle into?

The RSUs will settle in Dell’s Class C common stock.

What role did Richard Troy Sharp hold before becoming DELL’s CAO?

He previously served as Vice President, Corporate Accounting and Reporting.