Dell Technologies to issue $5B senior notes

Dell Technologies announces a $5.0 billion multi-tranche senior notes offering to refinance 2026 first-lien debt and for general corporate purposes.

Available on EDGAR 09/10/2026 - 04:40 PM EDT Accepted by SEC EDGAR 09/10/2026 - 04:39 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

Dell Technologies Inc. (DELL), together with Dell International L.L.C. and EMC Corporation, agreed to issue and sell an aggregate $5.0 billion of unsecured senior notes in four tranches under an underwriting agreement with a syndicate of banks. The offering includes $1.25 billion of 5.100% Senior Notes due 2029, $1.25 billion of 5.400% Senior Notes due 2031, $1.50 billion of 5.600% Senior Notes due 2033, and $1.0 billion of 5.900% Senior Notes due 2037.

The notes will be sold at public offering prices of 99.953%, 99.836%, 99.475% and 99.694% of their respective principal amounts and are expected to close on September 15, 2026, subject to customary conditions. They will be guaranteed on a joint and several unsecured basis by Dell Technologies Inc., Denali Intermediate Inc. and Dell Inc. The issuers intend to use the net proceeds primarily to repay outstanding 4.900% First Lien Notes due 2026 and for general corporate purposes, which may include repayment of other debt. The sale is registered under an automatic shelf registration statement on Form S-3ASR, with terms described in a base prospectus and September 9, 2026 prospectus supplements.

8-K Event Classification

2 items: 8.01, 9.01

2 items

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Total Senior Notes Offering: $5,000,000,000 aggregate principal amount 2029 Notes: $1,250,000,000 at 5.100% coupon 2031 Notes: $1,250,000,000 at 5.400% coupon +4 more

7 metrics

Total Senior Notes Offering $5,000,000,000 aggregate principal amount Aggregate principal of all new senior notes tranches

2029 Notes $1,250,000,000 at 5.100% coupon Senior Notes due 2029 sold at 99.953% of principal

2031 Notes $1,250,000,000 at 5.400% coupon Senior Notes due 2031 sold at 99.836% of principal

2033 Notes $1,500,000,000 at 5.600% coupon Senior Notes due 2033 sold at 99.475% of principal

2037 Notes $1,000,000,000 at 5.900% coupon Senior Notes due 2037 sold at 99.694% of principal

Expected Closing Date September 15, 2026 Scheduled closing of the senior notes offering

Debt to be Repaid 4.900% First Lien Notes due 2026 Intended primary use of net proceeds

Key Terms

Senior Notes, underwriting agreement, public offering price, guaranteed on a joint and several unsecured basis, +2 more

6 terms

Senior Notes financial

"aggregate principal amount of their 5.100% Senior Notes due 2029"

Senior notes are a type of loan that a company borrows from investors, promising to pay it back with interest. They are called "senior" because in case the company faces financial trouble, these lenders are paid back before others. This makes senior notes safer for investors compared to other types of loans or bonds.

underwriting agreement financial

"entered into an underwriting agreement (the “Underwriting Agreement”)"

An underwriting agreement is a contract where a company selling new stocks or bonds hires financial firms to buy those securities and resell them to investors. It matters because the agreement sets the offering price, number of securities, fees and which party bears the risk if sales fall short—think of it as a promise that the sale will happen and a roadmap investors can use to understand how the new securities reach the market.

public offering price financial

"sold at a public offering price of 99.953% of the aggregate principal"

The public offering price is the amount of money a company charges investors to buy its shares during a new stock sale to the public. It determines how much the company raises and how much each share is worth at the start of trading. For investors, it helps gauge the initial value of the stock and whether it might be a good investment opportunity.

guaranteed on a joint and several unsecured basis financial

"The Notes will be guaranteed on a joint and several unsecured basis"

Form S-3ASR regulatory

"registered with the Securities and Exchange Commission in a registration statement on Form S-3ASR"

Form S-3ASR is a type of SEC registration that lets large, well-known public companies pre-register securities so they can be sold quickly when needed, similar to having a pre-approved credit line they can draw on at short notice. For investors, it matters because it signals a company's readiness to raise cash fast, which can affect share supply and price (dilution) and reveal how easily the company can fund growth or handle short-term needs.

prospectus supplement regulatory

"as supplemented by a preliminary prospectus supplement dated September 9, 2026"

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

Offering Details

shelf · $5,000,000,000 aggregate principal amount

Offering

Offering Type shelf

Securities Offered Unsecured Senior Notes due 2029, 2031, 2033 and 2037

Offering Amount $5,000,000,000 aggregate principal amount

Use of Proceeds Net proceeds will be used to repay 4.900% First Lien Notes due 2026 and for general corporate purposes, which may include repayment of other debt.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What debt offering did Dell Technologies (DELL) announce in this 8-K?

Dell Technologies announced an offering of $5.0 billion aggregate principal amount of unsecured senior notes in four tranches due 2029, 2031, 2033 and 2037, issued by Dell International L.L.C. and EMC Corporation and guaranteed by Dell Technologies Inc., Denali Intermediate Inc. and Dell Inc.

What are the interest rates and maturities of Dell (DELL)’s new senior notes?

The new senior notes consist of 5.100% notes due 2029, 5.400% notes due 2031, 5.600% notes due 2033, and 5.900% notes due 2037, for a total principal amount of $5.0 billion across the four tranches.

At what prices are Dell (DELL)’s new notes being sold to investors?

The 2029 notes will be sold at 99.953% of principal, the 2031 notes at 99.836%, the 2033 notes at 99.475%, and the 2037 notes at 99.694% of their aggregate principal amounts, as set out in the underwriting agreement.

How will Dell Technologies (DELL) use the proceeds from the senior notes offering?

The issuers intend to use the net proceeds to repay their outstanding 4.900% First Lien Notes due 2026 and to use any remaining proceeds for general corporate purposes, which may include the repayment of other debt.

When is the closing of Dell (DELL)’s senior notes offering expected?

The closing of the senior notes offering is expected to occur on September 15, 2026, subject to customary closing conditions specified in the underwriting agreement with the underwriters.

Under what registration statement is Dell (DELL)’s notes offering being conducted?

The sale of the notes has been registered with the SEC under an automatic shelf registration statement on Form S-3ASR, File No. 333-296691, with terms described in a base prospectus and September 9, 2026 prospectus supplements.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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false 0001571996 0001571996 2026-09-09 2026-09-09

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 10, 2026 (September 9, 2026)

Dell Technologies Inc.

(Exact name of registrant as specified in its charter)

Texas		001-37867		80-0890963
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. 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 8.01 Other Events

On September 9, 2026, Dell Technologies Inc. (the “Company”), Dell International L.L.C. (“Dell International”), EMC Corporation (together with Dell International, the “Issuers”) and the other Guarantors (as defined below) entered into an underwriting agreement (the “Underwriting Agreement”) with Barclays Capital Inc., BofA Securities, Inc., Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, HSBC Securities (USA) Inc., J.P. Morgan Securities LLC, TD Securities (USA) LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters (together, the “Underwriters”), pursuant to which the Issuers agreed to issue and sell to the Underwriters (i) $1,250,000,000 aggregate principal amount of their 5.100% Senior Notes due 2029 (the “2029 Notes”), (ii) $1,250,000,000 aggregate principal amount of their 5.400% Senior Notes due 2031 (the “2031 Notes”), (iii) $1,500,000,000 aggregate principal amount of their 5.600% Senior Notes due 2033 (the “2033 Notes”) and (iv) $1,000,000,000 aggregate principal amount of their 5.900% Senior Notes due 2037 (the “2037 Notes” and, together with the 2029 Notes, the 2031 Notes and the 2033 Notes, the “Notes”), in accordance with the terms and conditions set forth in the Underwriting Agreement. The 2029 Notes will be sold at a public offering price of 99.953% of the aggregate principal amount thereof, the 2031 Notes will be sold at a public offering price of 99.836% of the aggregate principal amount thereof, the 2033 Notes will be sold at a public offering price of 99.475% of the aggregate principal amount thereof and the 2037 Notes will be sold at a public offering price of 99.694% of the aggregate principal amount thereof.

The Notes will be guaranteed on a joint and several unsecured basis by the Company, Denali Intermediate Inc. and Dell Inc. (collectively, the “Guarantors”). The closing of the offering of Notes is expected to occur on September 15, 2026, subject to customary closing conditions. The Issuers intend to use the net proceeds from the offering of Notes to repay their outstanding 4.900% First Lien Notes due 2026 and any remaining proceeds for general corporate purposes, which may include the repayment of other debt.

The sale of the Notes has been registered with the Securities and Exchange Commission (the “Commission”) in a registration statement on Form S-3ASR, File No. 333-296691 (the “Registration Statement”). The terms of the Notes are described in the base prospectus included in the Registration Statement, as supplemented by a preliminary prospectus supplement dated September 9, 2026 and a final prospectus supplement dated September 9, 2026.

The foregoing summary of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of such document filed as Exhibit 1.1 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:

Exhibit No.		Exhibit Description
1.1		Underwriting Agreement, dated September 9, 2026, among Dell International L.L.C., EMC Corporation, Dell Technologies Inc., Dell Inc., Denali Intermediate Inc., and Barclays Capital Inc., BofA Securities, Inc., Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, HSBC Securities (USA) Inc., J.P. Morgan Securities LLC, TD Securities (USA) LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters.
104		Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document.

1

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: September 10, 2026						Dell Technologies Inc.
				By:		/s/ Christopher A. Garcia
						Christopher A. Garcia
						Senior Vice President and Assistant Secretary
						(Duly Authorized Officer)

2

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-1.1 EX-1.1 230.7 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 16.8 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 10.6 KB