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

Rhea-AI Filing Summary

Dell Technologies Inc. has confirmed David Kennedy as its permanent Chief Financial Officer. He previously served as interim CFO and as Senior Vice President, Global Business Operations, Finance. The Board approved his permanent appointment effective November 24, 2025.

As CFO, Mr. Kennedy will receive an annual base salary of $760,000 and a target cash incentive equal to 100% of his base salary, pro-rated for the fiscal year ending January 30, 2026. He was previously granted 10,580 time-based RSUs, and in connection with the permanent role will receive additional time-based RSUs valued at $3,000,000, vesting in equal annual installments starting on the first anniversary of his effective date, subject to continued service and existing plan terms.

Mr. Kennedy will continue to participate in Dell’s standard employee benefit, severance and retirement programs and is party to the company’s standard indemnification and protection, noncompetition and nonsolicitation agreements.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549  

FORM 8-K/A

(Amendment No. 2)

 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 5, 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 September 8, 2025, Dell Technologies Inc. (the “Company”) filed a Current Report on Form 8-K that reported that David Kennedy, who previously served as the Company’s Senior Vice President, Global Business Operations, Finance, was appointed as the Company’s interim Chief Financial Officer, effective as of September 9, 2025. On October 2, 2025, the Company filed an amendment to the Current Report on Form 8-K that reported the grant to Mr. Kennedy of an equity award in the form of 10,580 time-based restricted stock units (“RSUs”) that settle in the Company’s Class C common stock.

On November 23, 2025, the Company’s Board of Directors (the “Board”) approved the appointment of Mr. Kennedy as the Company’s Chief Financial Officer on a permanent basis, effective November 24, 2025 (the “Effective Date”). In connection with this appointment, the Company’s Compensation Committee approved an annual base salary for Mr. Kennedy of $760,000 and a target cash incentive payment equal to 100% of his base salary, pro-rated for the fiscal year ending January 30, 2026, each effective as of the Effective Date. In addition, the Company’s Compensation Committee approved a grant of time-based RSUs valued at $3,000,000 that will vest in equal annual installments beginning on the first anniversary of the Effective Date. The RSUs are subject to Mr. Kennedy’s continued service through each applicable vesting date and the other terms and conditions of the Dell Technologies Inc. 2023 Stock Incentive Plan and the Company’s standard form of Restricted Stock Unit Agreement.

Mr. Kennedy will continue to be eligible to participate in severance, retirement, welfare and benefit plans and programs generally available to other employees of the Company. Mr. Kennedy has also entered into the Company’s standard indemnification agreement applicable to certain of its executive officers and the Company’s Protection of Sensitive Information, Noncompetition and Nonsolicitation Agreement, which provides for severance payments under limited circumstances, subject to certain non-competition and non-solicitation obligations. The Dell Technologies Inc. 2023 Stock Incentive Plan, and the Form of Restricted Stock Unit Agreement, Form of Indemnification Agreement and Protection of Sensitive Information, Noncompetition and Nonsolicitation Agreement are each filed as exhibits to the Company’s Annual Report filed on Form 10-K for the fiscal year ended January 31, 2025.

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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: November 25, 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 executive change did Dell Technologies (DELL) announce in this 8-K/A?

Dell Technologies announced that David Kennedy, previously interim Chief Financial Officer and Senior Vice President, Global Business Operations, Finance, has been appointed as the company’s permanent Chief Financial Officer, effective November 24, 2025.

What is the new CFO David Kennedy’s salary and bonus opportunity at Dell (DELL)?

David Kennedy’s compensation includes an annual base salary of $760,000 and a target cash incentive payment equal to 100% of his base salary, pro-rated for the fiscal year ending January 30, 2026.

What equity awards is Dell Technologies granting to CFO David Kennedy?

David Kennedy previously received an equity award of 10,580 time-based RSUs. In connection with his permanent CFO appointment, he will receive additional time-based RSUs valued at $3,000,000, which will vest in equal annual installments beginning on the first anniversary of his November 24, 2025 effective date, subject to continued service and the terms of Dell’s 2023 Stock Incentive Plan.

When does David Kennedy’s permanent CFO role at Dell (DELL) become effective?

David Kennedy’s appointment as permanent Chief Financial Officer becomes effective on November 24, 2025, following prior service as interim CFO.

What plans and agreements will Dell’s CFO David Kennedy participate in?

David Kennedy remains eligible to participate in Dell’s severance, retirement, welfare and benefit plans generally available to employees. He has also entered into the company’s standard indemnification agreement and a Protection of Sensitive Information, Noncompetition and Nonsolicitation Agreement, which includes severance payments under limited circumstances and related non-competition and non-solicitation obligations.

Under which equity plan are David Kennedy’s RSUs granted at Dell Technologies?

The time-based RSUs granted to David Kennedy are issued under the Dell Technologies Inc. 2023 Stock Incentive Plan and are governed by the company’s standard Restricted Stock Unit Agreement.