Dell Technologies (NYSE: DELL) OKs $132.4M COO option grant

Rhea-AI Filing Summary

Dell Technologies Inc. reported that its board’s Compensation Committee granted Chief Operating Officer and Vice Chairman Jeffrey Clarke a one-time performance-based stock option award to purchase 2,500,000 shares of Class C common stock under the 2023 Stock Incentive Plan. The options have a ten-year term, an exercise price of $141.77 per share, and a grant date fair value of about $132.4 million.

The award will vest only if Dell meets both a market capitalization performance goal and a free cash flow performance goal over a period ending January 31, 2031, and if Mr. Clarke remains employed through March 15, 2031, with certain acceleration on death or disability. The options are subject to forfeiture and repayment provisions during employment and for one year after, as described in the performance-based stock option agreement filed as an exhibit.

Insights

Executive compensation and incentives analyst

Dell grants a large, long-dated performance option to its COO tied to market cap and free cash flow goals.

Dell Technologies approved a one-time performance-based stock option for COO Jeffrey Clarke covering 2,500,000 Class C shares. The award has a ten-year term, an exercise price of $141.77 per share, and a grant date fair value of about $132.4 million, making it a sizable long-term incentive linked to share price performance.

Vesting depends on meeting both a company market capitalization goal and a free cash flow goal, measured using Dell’s externally reported adjusted free cash flow, over a performance period ending January 31, 2031. In addition, Mr. Clarke must remain employed through March 15, 2031, with limited acceleration on death or disability or, in some cases, the disability of his spouse.

The award includes forfeiture and repayment provisions that can apply during employment and for one year afterward, aligning with Dell’s 2023 Stock Incentive Plan and the filed option agreement. Overall, this structure emphasizes long-horizon performance and retention, but the ultimate payout will depend on Dell’s market value and cash generation over the period.

0001571996false00015719962025-09-302025-09-30

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 30, 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.

(e) On September 30, 2025, the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of Dell Technologies Inc. (the “Company”) approved the grant to Jeffrey Clarke, the Company’s Chief Operating Officer and Vice Chairman, of a one-time performance-based stock option award (the “Award”) to purchase 2,500,000 shares of the Company’s Class C common stock (“Class C Common Stock”) pursuant to the terms of the Company’s 2023 Stock Incentive Plan (the “2023 Plan”). The Award has a ten-year term, an exercise price of $141.77 per share, reflecting the closing price on September 30, 2025 of the Class C Common Stock as reported on the New York Stock Exchange, and a grant date fair value of approximately $132.4 million. On September 30, 2025, the Committee also approved the form of Performance-Based Stock Option Agreement to be entered into in connection with the Award.

The Award is intended to recognize Mr. Clarke’s leadership in executing the Company’s strategy and driving progress at the Company with respect to its key strategic objectives, to incentivize Mr. Clarke’s continued contribution to the creation of long-term shareholder value, and to promote Mr. Clarke’s continued service with the Company.

The Award is subject to the achievement of specified performance criteria, as certified by the Committee, during a performance period that ends on January 31, 2031. The performance criteria consist of a Company market capitalization performance goal (calculated based on the number of outstanding shares of Company common stock and the price of the Class C Common Stock) and a Company free cash flow performance goal (calculated in accordance the Company’s externally reported adjusted free cash flow measure). Both performance goals must be achieved for the Award to vest, unless Mr. Clarke’s employment terminates due to death or disability. In designing the Award, the Committee determined that market capitalization and free cash flow were key metrics that would advance the long-term success of the Company while aligning Mr. Clarke’s compensation with the creation of shareholder value.

Vesting of the Award is contingent on Mr. Clarke’s continued employment with the Company through March 15, 2031, subject to accelerated vesting in the event Mr. Clarke’s employment terminates due to death or disability or, in some circumstances, the disability of his spouse. If Mr. Clarke retires or resigns prior to vesting, the entire Award will be forfeited. The Award is also subject to a forfeiture and repayment obligation in certain circumstances during Mr. Clarke’s employment with the Company and for a one-year period thereafter, in accordance with the 2023 Plan and the terms of the Performance-Based Stock Option Agreement.

The foregoing summary of the Award does not purport to be complete and is qualified in its entirety by reference to the text of the form of Performance-Based Stock Option Agreement, a copy of which is filed as Exhibit 10.1 hereto and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

The following documents are herewith filed or furnished as exhibits to this report:

Exhibit Number						Description
10.1						Form of Performance-Based Stock Option Agreement
104						Cover Page Interactive Data File — the cover page XBRL tags are embedded within the Inline XBRL document.

2

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: October 2, 2025			Dell Technologies Inc.
			By:			/s/ Christopher A. Garcia
						Christopher A. Garcia Senior Vice President and Assistant Secretary
						(Duly Authorized Officer)

3

FAQ

What executive compensation change did Dell (DELL) disclose in this 8-K?

Dell Technologies disclosed that its Compensation Committee granted Chief Operating Officer and Vice Chairman Jeffrey Clarke a one-time performance-based stock option award to purchase 2,500,000 shares of Class C common stock under the 2023 Stock Incentive Plan.

What are the key terms of Jeffrey Clarke’s new stock option award at Dell (DELL)?

The award covers 2,500,000 Class C shares, has a ten-year term, an exercise price of $141.77 per share (the closing price on September 30, 2025), and a grant date fair value of about $132.4 million.

What performance goals determine vesting of the Dell (DELL) COO’s stock options?

Vesting requires achievement of both a company market capitalization performance goal and a company free cash flow performance goal, with free cash flow calculated using Dell’s externally reported adjusted free cash flow measure, over a performance period ending January 31, 2031.

What service conditions apply to Jeffrey Clarke’s option award at Dell (DELL)?

Vesting of the award is contingent on Mr. Clarke’s continued employment through March 15, 2031. If he retires or resigns before vesting, the entire award will be forfeited, subject to certain accelerated vesting provisions for death or disability or, in some circumstances, his spouse’s disability.

Does Dell (DELL) include clawback or forfeiture terms in this stock option award?

Yes. The award is subject to forfeiture and repayment obligations in certain circumstances during Mr. Clarke’s employment and for a one-year period afterward, as provided in the 2023 Stock Incentive Plan and the Performance-Based Stock Option Agreement.

Where can investors find the full terms of Dell’s (DELL) performance-based option award?

The complete terms are set out in the Form of Performance-Based Stock Option Agreement, which Dell filed as Exhibit 10.1 to this report and incorporated by reference.