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

Rhea-AI Filing Summary

Dell Technologies reported an internal leadership change in its accounting function: Brunilda (Bruny) Rios notified the company she will step down as the company’s principal accounting officer for personal reasons, effective August 8, 2025, and will continue to serve as a Senior Vice President.

Richard Troy Sharp was appointed Senior Vice President, Corporate Finance and Chief Accounting Officer, effective August 8, 2025. Mr. Sharp, age 41, has worked at Dell since July 2012, serving as Vice President, Corporate Accounting and Reporting since April 2021 and previously as Director, M&A and Treasury Accounting since March 2017. The company disclosed an annual base salary of $368,100 and a target annual bonus equal to 55% of base salary, pro-rated for the fiscal year ending January 30, 2026, calculated from August 8, 2025. Mr. Sharp will remain eligible for standard employee plans including the 2023 Stock Incentive Plan. The filing notes additional information referenced in Item 5.02(c)(3) has not been determined as of the report date.

Positive

• Internal promotion of Richard Troy Sharp supports continuity in financial reporting and reduces transition risk.
• Experience disclosed: Mr. Sharp has tenure at Dell since July 2012 and leadership in accounting roles since 2017.
• Compensation transparency: base salary of $368,100 and a 55% target bonus, pro-rated, were disclosed.

Negative

• Principal accounting officer stepped down, which is a material leadership change even though the officer remains with the company.
• Incomplete disclosure: information referenced in Item 5.02(c)(3) has not been determined and is not provided in this report.

Insights

Financial Reporting Analyst

TL;DR: Internal promotion preserves accounting continuity; compensation disclosed; some required Item 5.02(c)(3) details remain pending.

The appointment of Richard Troy Sharp from an in-house accounting leadership role to principal accounting officer signals operational continuity in financial reporting because he has served in relevant senior accounting positions since 2017 and as VP for reporting since 2021. The filing provides explicit compensation: a $368,100 base and a 55% target bonus, pro-rated for the current fiscal year, and continued eligibility for company benefit programs and the 2023 Stock Incentive Plan. The absence of the Item 5.02(c)(3) details in this report is a disclosure gap that the company states will be supplemented when determined.

Corporate Governance Expert

TL;DR: Board/management chose an internal successor to minimize disruption; departure framed as personal; disclosure is incomplete for some required items.

Elevating a long-tenured internal candidate reduces onboarding and oversight risk compared with an external hire, supporting near-term governance stability for accounting oversight. The prior principal accounting officer will remain with the company as an SVP, which maintains executive continuity. The report clearly states roles, tenure and pay terms, but notes that additional information ordinarily required under Item 5.02(c)(3) is not yet determined, leaving a temporary disclosure transparency gap for investors and regulators until supplemented.

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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): 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.

(b) On August 7, 2025, Brunilda (Bruny) Rios, Senior Vice President, Corporate Finance and Chief Accounting Officer of Dell Technologies Inc. (the “Company”), notified the Company of her decision to step down from her position as the Company’s principal accounting officer for personal reasons, effective as of August 8, 2025. Ms. Rios will continue to serve as a Senior Vice President of the Company.

(c) In connection with Ms. Rios’s departure from the role of principal accounting officer, Richard Troy Sharp, formerly Vice President, Corporate Accounting and Reporting of the Company, has been appointed as Senior Vice President, Corporate Finance and Chief Accounting Officer of the Company, in which position he will serve as the Company’s principal accounting officer, effective August 8, 2025.

Mr. Sharp, age 41, has served in various positions with the Company since July 2012. Mr. Sharp has served as Vice President, Corporate Accounting and Reporting since April 2021, and prior to that service, as Director, M&A and Treasury Accounting since March 2017.

Mr. Sharp will continue to be eligible to participate in severance, retirement, welfare and benefit plans and programs generally available to other employees of the Company, including the Dell Technologies Inc. 2023 Stock Incentive Plan, which is described in the Company’s proxy statement on Schedule 14A, filed with the Securities and Exchange Commission on May 16, 2025.

In connection with this appointment, the Company has approved compensation to Mr. Sharp consisting of an annual base salary of $368,100 and a target annual bonus in an amount equal to 55% of such base salary, pro-rated for the fiscal year ending January 30, 2026, calculated from August 8, 2025. Additional information referred to in Item 5.02(c)(3) of Form 8-K has not been determined as of the date of this report.

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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: August 12, 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 change did Dell (DELL) report regarding its principal accounting officer?

The company reported that Brunilda (Bruny) Rios stepped down as principal accounting officer for personal reasons effective August 8, 2025, and will remain a Senior Vice President.

Who is the new Chief Accounting Officer at Dell (DELL)?

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

What are the disclosed compensation terms for Richard Troy Sharp at Dell (DELL)?

Mr. Sharp's disclosed compensation includes an annual base salary of $368,100 and a target annual bonus equal to 55% of base salary, pro-rated for the fiscal year ending January 30, 2026, calculated from August 8, 2025.

How long has Richard Troy Sharp worked at Dell (DELL) and in what roles?

Mr. Sharp has served at Dell since July 2012, as Vice President, Corporate Accounting and Reporting since April 2021, and as Director, M&A and Treasury Accounting since March 2017.

Is any additional information missing from the Dell (DELL) filing about this change?

Yes. The filing states that additional information referred to in Item 5.02(c)(3) has not been determined as of the report date.