[8-K] Dell Technologies Inc. Reports Material Event

Rhea-AI Filing Summary

Amendment No. 2 to Schedule 13D filed on July 1, 2025 discloses that A/NPP Diversified Holdings LLC, Advance/Newhouse Partnership, Advance Publications, Inc. and Newhouse Broadcasting Corp. (collectively, the “Reporting Persons”) have sold 100,000,000 shares of Warner Bros. Discovery, Inc. (WBD) Series A common stock in a block trade executed on June 30, 2025 at a net price of $10.97 per share. The disposition comprised 14,158,459 shares held by Advance/Newhouse Partnership and 85,841,541 shares held by A/NPP Diversified.

Following the transaction, the Reporting Persons now beneficially own 98,181,749 shares, all held by A/NPP Diversified, representing 3.97 % of WBD’s 2,474,075,003 outstanding Series A shares (as of April 25, 2025). Because their ownership has fallen below the 5 % threshold, they have ceased to be “5 % beneficial owners” under SEC rules.

The sale is described as providing “financial flexibility to support ongoing estate planning, the investment program, and other general corporate purposes.” The Reporting Persons retain sole voting and dispositive power over their remaining stake; no shared powers are reported. An internal reorganisation on December 30, 2024 transferred 184,023,290 shares to A/NPP Diversified, consolidating ownership prior to the sale.

No criminal or civil proceedings involving the Reporting Persons are disclosed, and a Joint Filing Agreement (Exhibit 99.1) accompanies the filing.

Positive

• None.

Negative

• 100 million-share block sale by a long-time major holder signals reduced commitment and may create near-term selling pressure.
• Ownership falls to 3.97 %, eliminating ≥5 % beneficial-owner status and reducing potential alignment between the company and the Advance/Newhouse group.

Insights

Equity Research Analyst

TL;DR – Large holder cuts WBD stake by ~50 %, dropping below 5 %; potential negative sentiment due to sizable sell-down.

The amendment confirms that the Advance/Newhouse entities have monetised 100 million WBD shares at $10.97 each, roughly halving their exposure. Their ownership now stands at 3.97 %, removing them from the list of ≥5 % beneficial owners. While the filing cites estate-planning and liquidity objectives, the scale and timing of the sale may be interpreted by the market as reduced conviction in WBD’s upside. The block trade increases free float and could add short-term supply pressure. The remaining 98 million shares still represent a meaningful position, but voting influence is materially diminished. No operational or strategic changes at WBD are mentioned; impact is therefore limited to shareholder-base dynamics.

Corporate Governance Specialist

TL;DR – Governance impact low; ownership drop lessens related-party influence on WBD board matters.

Advance Publications’ move below the 5 % threshold reduces its ability to influence shareholder proposals and lowers disclosure obligations. The filing affirms sole voting/dispositive power rests with A/NPP Diversified, simplifying the ownership chain after last year’s internal reorganisation. No new board agreements, standstills or proxy arrangements are disclosed, and Item 6 lists no additional contracts beyond the sale itself. From a governance perspective, decreased concentration may be viewed positively for minority investors, but the filing otherwise signals no change in WBD’s control structure.

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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 26, 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 5.07 Submission of Matters to a Vote of Security Holders.

(a) On June 26, 2025, Dell Technologies Inc. (the “Company”) held its 2025 annual meeting of stockholders (the “2025 annual meeting”). At the 2025 annual meeting, the Company’s stockholders voted on three proposals. The proposals are described in the Company’s definitive proxy statement on Schedule 14A for the 2025 annual meeting filed with the Securities and Exchange Commission on May 16, 2025 (the “2025 proxy statement”).

(b) As of the record date for the 2025 annual meeting, an aggregate of 683,477,567 shares of the Company’s common stock were outstanding and entitled to vote at the meeting, of which 276,762,341 are shares of Class A common stock, 62,368,123 are shares of Class B common stock and 344,347,103 are shares of Class C common stock.

Each share of Class A common stock and each share of Class B common stock is entitled to ten votes per share. Each share of Class C common stock is entitled to one vote per share.

The final voting results with respect to each proposal voted upon at the 2025 annual meeting are set forth below.

Proposal 1

The holders of the outstanding shares of all outstanding series of the Company’s common stock, voting together as a single class, elected to the Board of Directors of the Company each of the seven nominees for Group I director, and the holders of the Company’s outstanding Class C common stock, voting separately as a series, elected to the Board of Directors of the Company the nominee for Group IV director, each as specified in the 2025 proxy statement, based on the following numbers of votes:

Group I Director Nominee						For						Withheld						Broker Non-Votes
Michael S. Dell						3,544,788,598						66,364,803						73,210,054
David W. Dorman						3,543,041,550						68,111,851						73,210,054
Egon Durban						3,603,465,577						7,687,824						73,210,054
David Grain						3,608,557,948						2,595,453						73,210,054
William D. Green						3,601,725,828						9,427,573						73,210,054
Ellen J. Kullman						3,515,894,386						95,259,015						73,210,054
Steven M. Mollenkopf						3,603,570,745						7,582,656						73,210,054

Group IV Director Nominee

For

Withheld

Broker Non-Votes

Lynn Vojvodich Radakovich

214,850,631

5,371,779

73,210,054

There were no abstentions with respect to this proposal.

Each nominee elected to the Board of Directors at the 2025 annual meeting as a Group I director or Group IV director was elected for a term commencing on the date of the 2025 annual meeting and ending on the earlier of the date on which the director’s successor is elected and qualified and the date of the director’s death, resignation, disqualification or removal.

Proposal 2

The holders of the outstanding shares of all outstanding series of the Company’s common stock, voting together as a single class, ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the Company’s fiscal year ending January 30, 2026, based on the following numbers of votes:

For						Against						Abstentions
3,665,524,612						18,493,376						345,467

There were no broker non-votes with respect to this proposal.

2

Proposal 3

The holders of the outstanding shares of all outstanding series of the Company’s common stock, voting together as a single class, approved, by a non-binding, advisory vote, the compensation of the Company’s named executive officers as disclosed in the 2025 proxy statement, based on the following numbers of votes:

For						Against						Abstentions						Broker Non-Votes
3,593,379,725						17,280,254						493,422						73,210,054

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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: July 1, 2025			Dell Technologies Inc.
			By:			/s/ Christopher A. Garcia
						Christopher A. Garcia Senior Vice President and Assistant Secretary
						(Duly Authorized Officer)

4

FAQ

How many Warner Bros. Discovery (WBD) shares did Advance Publications sell?

The Reporting Persons sold 100,000,000 Series A common shares on 30 Jun 2025.

At what price were the WBD shares sold?

The block trade was completed at a net price of $10.97 per share.

What is Advance Publications’ new ownership percentage in WBD?

Post-sale, the group owns 3.97 % of outstanding Series A shares.

How many WBD shares do the Reporting Persons still hold?

They retain 98,181,749 shares, all held by A/NPP Diversified Holdings LLC.

Why was the sale conducted?

The filing cites the need for financial flexibility, estate planning, and general corporate purposes.

When did the transaction that triggered this Schedule 13D/A occur?

The share sale was executed on June 30, 2025 and reported on July 1, 2025.

Do the Reporting Persons remain a 5 % beneficial owner of WBD?

No. After the sale, their stake is below 5 %, so they no longer meet that threshold.