Silver Lake converts Dell (NYSE: DELL) Class B shares into Class C stock
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Dell Technologies Inc. reported unregistered sales of equity securities related to share class conversions. Between June 1 and June 12, 2026, the company issued 3,438,364 shares of Class C common stock upon one-for-one conversion of the same number of Class B shares held by Silver Lake-affiliated funds.
As of June 15, 2026, Dell had 325,046,693 shares of Class C common stock outstanding and 44,351,394 shares of Class B common stock outstanding. The conversions were conducted under existing charter rights and relied on the Securities Act Section 3(a)(9) exemption, with no commissions or other remuneration paid for soliciting the exchange.
Positive
- None.
Negative
- None.
8-K Event Classification
Item 3.02 — Unregistered Sales of Equity Securities
1 item
Item 3.02
Unregistered Sales of Equity Securities
Securities
The company sold equity securities in a private placement or other unregistered transaction.
Key Figures
Class C shares issued: 3,438,364 shares
Class C shares outstanding: 325,046,693 shares
Class B shares outstanding: 44,351,394 shares
+2 more
5 metrics
Class C shares issued
3,438,364 shares
Issued upon Class B-to-C conversions between June 1–12, 2026
Class C shares outstanding
325,046,693 shares
Outstanding as of June 15, 2026 after conversions
Class B shares outstanding
44,351,394 shares
Outstanding as of June 15, 2026 after conversions
Securities Act exemption
Section 3(a)(9)
Exemption relied upon for unregistered Class C issuances
Conversion ratio
1:1
Each Class B share convertible into one Class C share
Key Terms
Unregistered Sales of Equity Securities, Class B common stock, Class C common stock, Section 3(a)(9), +1 more
5 terms
Unregistered Sales of Equity Securities regulatory
"Item 3.02 Unregistered Sales of Equity Securities."
Class B common stock financial
"shares of the Company’s Class B common stock (the “Class B Common Stock”)"
A class B common stock is one of multiple types of a company’s ordinary shares that carries specific rights—often different voting power or dividend priority—compared with other classes. For investors it matters because those differences affect how much influence you have over company decisions, the income you might receive, and how freely the shares trade; think of it like owning a car with different keys: some keys let you start the engine and open the trunk, others only unlock the door.
Class C common stock financial
"shares of the Company’s Class C common stock (the “Class C Common Stock”)"
A class C common stock is a type of company share that usually represents ownership but often carries limited or no voting power compared with other share classes. For investors, that matters because it can affect influence over company decisions and sometimes the stock’s price or dividend priority — think of it as owning a ticket to the same event but in a section with less say in how the event is run.
Section 3(a)(9) regulatory
"in reliance on the exemption from registration under the Securities Act of 1933 afforded by Section 3(a)(9)"
Section 3(a)(9) is a provision of U.S. securities law that exempts certain exchanges of an issuer’s own securities with its existing holders from the usual public registration rules, typically when the swap doesn’t involve a public offering or outside buyers. For investors, it matters because such exchanges can change who holds what, affect dilution and liquidity, and may occur with less public disclosure than a registered sale — think of it like swapping old coupons for new ones behind the scenes rather than selling them in a public marketplace.
certificate of incorporation regulatory
"Under the Company’s certificate of incorporation, any holder of Class B Common Stock has the right"
A certificate of incorporation is an official government document that creates a corporation and records key facts such as its legal name, basic governance structure, and stock authorization—think of it as a company's birth certificate plus its basic rulebook. Investors care because it establishes the company’s legal existence, limits owners’ personal liability, and sets the framework for issuing shares and enforcing shareholder rights, which affects ownership, control and the company’s ability to raise capital.
FAQ
What stock transaction did Dell (DELL) report in this 8-K?
Dell reported issuing 3,438,364 shares of Class C common stock. These were created through one-for-one conversions of the same number of Class B shares held by Silver Lake-affiliated funds over several days in June 2026.
What rights do Dell (DELL) Class B holders have to convert into Class C?
Under Dell’s certificate of incorporation, any Class B holder may convert all or part of their shares into Class C stock on a one-to-one basis at any time, and certain transfers also automatically trigger conversion on the same one-for-one basis.