DELL 8-K: Underwriting Agreement with Major Banks on Sept 22, 2025

Rhea-AI Filing Summary

Dell Technologies Inc. filed a Form 8-K disclosing a material event: an Underwriting Agreement dated September 22, 2025 among Dell International L.L.C., EMC Corporation, Dell Technologies Inc., Dell Inc., Denali Intermediate Inc. and several underwriters led by Barclays Capital Inc., BNP Paribas Securities Corp., BofA Securities, Inc., Citigroup Global Markets Inc., Goldman Sachs & Co. LLC and Wells Fargo Securities, LLC. The filing notes that Inline XBRL tags are embedded on the cover page and that the document is dated September 23, 2025. The report is signed by Tyler W. Johnson, Senior Vice President and Treasurer, as an authorized officer.

The filing does not include transaction amounts, security terms, offering size, or timing details in the excerpt provided, so the economic impact and size of the underwriting are not disclosed here.

Positive

• Underwriting Agreement executed on September 22, 2025, indicating a defined capital markets action
• Major global banks (Barclays, BNP Paribas, BofA, Citigroup, Goldman Sachs, Wells Fargo) are named as underwriters, implying a broad syndicate

Negative

• No offering size, security type, or pricing disclosed in the provided excerpt, preventing assessment of financial impact
• No timetable or use-of-proceeds information is included, limiting investor visibility into near-term effects

Insights

Corporate Finance Counsel

TL;DR: An underwriting agreement was executed on September 22, 2025, but key economic terms are not shown.

The document confirms execution of an underwriting agreement involving Dell Technologies and a syndicate of major investment banks, which is typically used to distribute securities or backstop a capital transaction. The presence of Inline XBRL on the cover page indicates standard filing technology compliance.

The materiality hinges on undisclosed items: offering size, security type, and pricing will determine investor impact. Monitor subsequent amendments or exhibits that supply the offering amount, pricing, or effective dates within typical SEC disclosure windows.

Investor Relations Analyst

TL;DR: The filing signals a planned capital market action but lacks the specifics investors need to assess dilution or proceeds.

The named lead underwriters are large global banks, which suggests a conventional public underwriting structure rather than a private bilateral placement. That arrangement can affect distribution reach and execution timing.

Investors should look for follow-up filings or exhibits that disclose the security type, size of the offering, and expected use of proceeds; such details will materially change balance-sheet and EPS considerations once published.

8-K Event Classification

2 items: 8.01, 9.01

2 items

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

false 0001571996 0001571996 2025-09-22 2025-09-22

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 23, 2025 (September 22, 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)		(I.R.S. 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 8.01 Other Events

On September 22, 2025, Dell Technologies Inc. (the “Company”), Dell International L.L.C. (“Dell International”), EMC Corporation (together with Dell International, the “Issuers”) and the other Guarantors (as defined below) entered into an underwriting agreement (the “Underwriting Agreement”) with Barclays Capital Inc., BNP Paribas Securities Corp., BofA Securities, Inc., Citigroup Global Markets Inc., Goldman Sachs & Co. LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters (together, the “Underwriters”), pursuant to which the Issuers agreed to issue and sell to the Underwriters (i) $750,000,000 aggregate principal amount of their 4.150% Senior Notes due 2029 (the “2029 Notes”), (ii) $1,250,000,000 aggregate principal amount of their 4.500% Senior Notes due 2031 (the “2031 Notes”), (iii) $1,250,000,000 aggregate principal amount of their 4.750% Senior Notes due 2032 (the “2032 Notes”) and (iv) $1,250,000,000 aggregate principal amount of their 5.100% Senior Notes due 2036 (the “2036 Notes” and, together with the 2029 Notes, the 2031 Notes and the 2032 Notes, the “Notes”), in accordance with the terms and conditions set forth in the Underwriting Agreement. The 2029 Notes will be sold at a public offering price of 99.961% of the aggregate principal amount thereof, the 2031 Notes will be sold at a public offering price of 100.000% of the aggregate principal amount thereof, the 2032 Notes will be sold at a public offering price of 99.717% of the aggregate principal amount thereof and the 2036 Notes will be sold at a public offering price of 99.633% of the aggregate principal amount thereof.

The Notes will be guaranteed on a joint and several unsecured basis by the Company, Denali Intermediate Inc. and Dell Inc. (collectively, the “Guarantors”). The closing of the offering of Notes is expected to occur on October 6, 2025, subject to customary closing conditions. The Issuers intend to use the net proceeds from the offering of Notes to redeem a portion of their outstanding 6.020% Senior Notes due 2026, and any remaining proceeds for general corporate purposes, which may include the repayment of other debt.

The sale of the Notes has been registered with the Securities and Exchange Commission (the “Commission”) in a registration statement on Form S-3ASR, File No. 333-269159 (the “Registration Statement”). The terms of the Notes are described in the base prospectus included in the Registration Statement, as supplemented by a preliminary prospectus supplement dated September 22, 2025 and a final prospectus supplement dated September 22, 2025.

The foregoing summary of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of such document filed as Exhibit 1.1 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:

Exhibit No.		Exhibit Description
1.1		Underwriting Agreement, dated September 22, 2025, among Dell International L.L.C., EMC Corporation, Dell Technologies Inc., Dell Inc., Denali Intermediate Inc., and Barclays Capital Inc., BNP Paribas Securities Corp., BofA Securities, Inc., Citigroup Global Markets Inc., Goldman Sachs & Co. LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters.
104		Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document.

1

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: September 23, 2025						Dell Technologies Inc.
				By:		/s/ Tyler W. Johnson
						Tyler W. Johnson
						Senior Vice President and Treasurer
						(Duly Authorized Officer)

2

FAQ

What did Dell Technologies (DELL) disclose in the 8-K?

The 8-K discloses an Underwriting Agreement dated September 22, 2025 involving Dell entities and a syndicate of underwriters; the cover page includes Inline XBRL tagging.

Who are the underwriters named in the DELL filing?

The filing names lead representatives including Barclays Capital Inc., BNP Paribas Securities Corp., BofA Securities, Inc., Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, and Wells Fargo Securities, LLC.

Does the filing state the size or terms of the offering?

No. The provided excerpt does not disclose offering size, security type, pricing, or use of proceeds.

When was the disclosure filed?

The cover indicates the underwriting agreement date as September 22, 2025 and the filing/document date as September 23, 2025.

Who signed the filing for Dell?

The filing is signed by Tyler W. Johnson, Senior Vice President and Treasurer, as a duly authorized officer.