Silver Lake-linked Dell (NYSE: DELL) holders convert 4.24M Class B into Class C
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Dell Technologies Inc. reported unregistered issuances of Class C common stock tied to share class conversions. Between March 2, 2026 and April 16, 2026, the company issued 4,237,699 shares of Class C common stock upon the conversion of the same number of Class B shares held by Silver Lake-affiliated entities.
As of April 17, 2026, Dell had 325,654,621 shares of Class C common stock outstanding and 47,789,758 shares of Class B common stock outstanding. Class B shares are convertible into Class C on a one-to-one basis, and both classes carry the same dividend and liquidation rights. The conversions were conducted without registration under the Securities Act in reliance on the Section 3(a)(9) exemption, with no commissions or other remuneration paid for soliciting the exchanges.
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
Shares converted: 4,237,699 shares
Class C shares outstanding: 325,654,621 shares
Class B shares outstanding: 47,789,758 shares
+2 more
5 metrics
Shares converted
4,237,699 shares
Aggregate Class B to Class C conversions March–April 2026
Class C shares outstanding
325,654,621 shares
Outstanding as of April 17, 2026
Class B shares outstanding
47,789,758 shares
Outstanding as of April 17, 2026
Par value per Class C share
$0.01 per share
Class C common stock listing information
Conversion ratio
1:1
Each Class B share convertible into one Class C share
Key Terms
Unregistered Sales of Equity Securities, Section 3(a)(9), Class B common stock, Class C common stock, +1 more
5 terms
Unregistered Sales of Equity Securities regulatory
"Item 3.02 Unregistered Sales of Equity Securities."
Section 3(a)(9) regulatory
"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.
Class B common stock financial
"conversion of the same number of shares of the Company’s 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
"issued an aggregate of 4,237,699 shares of the Company’s 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.
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.
