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

Rhea-AI Filing Summary

Item 3.02 – Unregistered Sales of Equity Securities: Between 9 Jun 2025 and 10 Jul 2025 Dell Technologies issued 3,421,793 shares of Class C common stock following 1-for-1 conversions of an equal number of Class B shares held by several Silver Lake–affiliated funds. The exchanges were completed under the Section 3(a)(9) registration exemption; no cash consideration or commissions were involved.

After these transactions Dell has 340,673,002 Class C shares and 58,946,330 Class B shares outstanding. The company’s charter permits Class B holders to convert voluntarily at any time, and certain transfers trigger automatic conversion. Class C and Class B shares carry identical dividend and liquidation rights.

No other financial results, guidance or material events were reported in this Form 8-K.

Positive

• 3,421,793 Class B shares converted to Class C without cash cost or commissions, increasing the publicly traded Class C share count to 340.7 million.

Negative

• None.

Insights

Equity Capital Markets Analyst

TL;DR: 3.42 M Class B shares converted to Class C; float rises, no dilution or cash cost, impact largely structural.

The filing documents an internal share-class conversion by Silver Lake funds. Because the exchange is 1-for-1, total shares outstanding are unchanged, preserving economic interests. However, Class C is Dell’s publicly traded class, so the action raises free float by roughly 1 %, potentially improving liquidity and index weightings. The exemption under Section 3(a)(9) means no registration fees or placement expenses. Absent other disclosures, the event is operationally neutral and signals no direct capital-raising or balance-sheet impact.

Corporate Governance Expert

TL;DR: Conversion shifts shares from insider-held Class B to publicly traded Class C, marginally altering governance mix.

Class B holders retain the voluntary right to convert, a mechanism that gradually transitions insider ownership into the market. Because Class B and Class C carry identical dividend and liquidation rights, the change is mainly one of trading status, not economics. Governance impact is limited: voting power follows the shares, so Silver Lake’s influence persists post-conversion. No anti-dilution or control provisions were triggered, and the company incurred no costs. Overall, the event is routine, keeps charter mechanics transparent, and does not signal strategic shifts.

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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): July 10, 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 3.02    Unregistered Sales of Equity Securities.

On June 9, 2025, June 10, 2025, June 11, 2025, June 12, 2025, June 26, 2025 and July 10, 2025, Dell Technologies Inc. (the “Company”) issued an aggregate of 3,421,793 shares of the Company’s Class C common stock (the “Class C Common Stock”) upon conversion of the same number of shares of the Company’s Class B common stock (the “Class B Common Stock”) held by SL SPV-2, L.P., Silver Lake Partners IV, L.P., Silver Lake Technology Investors IV, L.P., Silver Lake Partners V DE (AIV), L.P. and Silver Lake Technology Investors V, L.P.

As of July 11, 2025, after giving effect to the conversions described above, the Company had 340,673,002 shares of Class C Common Stock outstanding and 58,946,330 shares of Class B Common Stock outstanding.

Under the Company’s certificate of incorporation, any holder of Class B Common Stock has the right, at any time and from time to time, to convert all or any of the shares of Class B Common Stock held by such holder into shares of Class C Common Stock on a one-to-one basis. In addition, the shares of Class B Common Stock are automatically convertible into shares of Class C Common Stock on a one-to-one basis upon certain transfers in the circumstances described in the certificate of incorporation. Each share of Class C Common Stock bears the same dividend and liquidation rights as one share of Class B Common Stock.

The issuance of the shares of Class C Common Stock pursuant to the foregoing transactions was made without registration in reliance on the exemption from registration under the Securities Act of 1933 afforded by Section 3(a)(9) thereof. No commission or other remuneration was paid or given directly or indirectly for soliciting the exchange of such securities. It is expected that the issuance of any additional shares of Class C Common Stock upon any future optional or automatic conversion of shares of Class B Common Stock also will be made without registration in reliance on the exemption from registration under the Securities Act of 1933 afforded by Section 3(a)(9) thereof.

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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 16, 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

How many Dell (DELL) shares were converted in the July 2025 8-K?

An aggregate of 3,421,793 Class B shares were converted into the same number of Class C shares.

What is Dell’s total Class C share count after the conversion?

Following the transactions, Dell has 340,673,002 Class C shares outstanding.

Did Dell receive cash or pay commissions for the share conversion?

No. The exchanges were exempt under Section 3(a)(9) and involved no cash consideration or commissions.

Do Class C and Class B shares have different economic rights?

No. The filing states that each Class C share has the same dividend and liquidation rights as a Class B share.

Can Class B shares be converted in the future?

Yes. Holders may convert Class B shares to Class C at any time on a one-to-one basis; certain transfers also trigger automatic conversion.