Dell Technologies completes $5B senior notes sale

Dell Technologies’ subsidiaries issued $5.0 billion of new senior unsecured notes with staggered maturities from 2029 to 2037, fully guaranteed by Dell and key affiliates.

Rhea-AI Filing Summary

Dell Technologies Inc. (DELL) reports that two wholly owned subsidiaries, Dell International L.L.C. and EMC Corporation, completed a public offering of $5.0 billion senior unsecured notes under an existing shelf registration. The offering consists of $1.25 billion of 5.100% Senior Notes due 2029, $1.25 billion of 5.400% Senior Notes due 2031, $1.5 billion of 5.600% Senior Notes due 2033, and $1.0 billion of 5.900% Senior Notes due 2037.

The notes are senior unsecured obligations of the issuers and are fully and unconditionally guaranteed on a joint and several basis by Dell Technologies Inc., Denali Intermediate Inc., and Dell Inc. These guarantees rank equally with the guarantors’ existing and future senior indebtedness and are structurally subordinated to liabilities of subsidiaries that do not guarantee the notes.

Interest on the 2029, 2031 and 2033 notes is payable semi-annually on March 15 and September 15, starting March 15, 2027; interest on the 2037 notes is payable on April 1 and October 1, starting April 1, 2027. The issuers may redeem each series before specified dates at a make-whole premium and at 100% of principal plus interest thereafter. Upon a change of control triggering event, holders can require the issuers to repurchase notes at 101% of principal plus accrued interest. The indenture includes customary investment-grade covenants on liens, mergers, and sale-leaseback transactions and standard events of default.

Filing Explained

The completed debt offering adds senior unsecured notes and related interest obligations; against $14.248 billion of cash and investments reported at July 31, 2026, the disclosed financing changes Dell’s capital structure through debt rather than common-share issuance.

8-K Event Classification

3 items: 1.01, 2.03, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

Item 9.01 Financial Statements and Exhibits Exhibits

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

Key Figures

Total Senior Notes Issued: $5,000,000,000 aggregate principal amount 2029 Notes: $1,250,000,000 at 5.100% coupon 2031 Notes: $1,250,000,000 at 5.400% coupon +3 more

6 metrics

Total Senior Notes Issued $5,000,000,000 aggregate principal amount Senior Notes issued by Dell International L.L.C. and EMC Corporation on September 15, 2026

2029 Notes $1,250,000,000 at 5.100% coupon Senior Notes due September 15, 2029, interest payable semi-annually starting March 15, 2027

2031 Notes $1,250,000,000 at 5.400% coupon Senior Notes due September 15, 2031, interest payable semi-annually starting March 15, 2027

2033 Notes $1,500,000,000 at 5.600% coupon Senior Notes due September 15, 2033, interest payable semi-annually starting March 15, 2027

2037 Notes $1,000,000,000 at 5.900% coupon Senior Notes due April 1, 2037, interest payable semi-annually starting April 1, 2027

Change of Control Put Price 101% of principal amount Cash repurchase price plus accrued interest if a change of control triggering event occurs

Key Terms

make-whole premium, change of control triggering event, structurally subordinated, sale and leaseback transactions, +1 more

5 terms

make-whole premium financial

"redeem some or all of the Notes of such series at a “make-whole” premium"

A make-whole premium is an extra payment a borrower must give bondholders when repaying debt early to compensate them for lost future interest; think of it as a lump-sum “catch-up” to leave lenders financially where they would have been if the loan had run its full term. It matters to investors because it affects how much they receive on early redemption and influences a company’s decision to refinance or repay debt, altering bond value and expected returns.

change of control triggering event financial

"If a change of control triggering event occurs, the holders of the Notes may"

A change of control triggering event is a corporate transaction or shift—such as a merger, sale of a majority of shares, or a new party gaining board control—that automatically activates specific contractual rights or penalties. Investors care because these triggers can accelerate debt repayment, alter executive compensation, terminate agreements, or prompt buyouts, and those outcomes can materially affect a company’s value, cash flow and stock price like a sudden change in who runs or owns a household.

structurally subordinated financial

"The Notes and the note guarantees are structurally subordinated to all of the existing"

A claim or security is structurally subordinated when it sits lower in the legal repayment order because it is issued by a subsidiary rather than the parent company, so its holders are paid only after the parent’s creditors and any creditors of the subsidiary’s parent entities are satisfied. Imagine a line for repayment: structurally subordinated investors stand further back in line, which affects the likelihood and amount they might recover if the company or group faces financial trouble. This matters to investors because it usually implies higher risk and can influence expected return, liquidity, and credit pricing.

sale and leaseback transactions financial

"impose limitations on, among other things, creating liens on certain assets ... and entering into sale and leaseback transactions"

investment grade debt securities financial

"customary events of default and covenants for an issuer of investment grade debt securities"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What type and size of debt did DELL issue in this 8-K?

Dell’s subsidiaries completed a public offering of $5.0 billion senior unsecured notes, issued in four tranches maturing in 2029, 2031, 2033 and 2037 under an automatic shelf registration.

What are the interest rates on Dell Technologies (DELL) new notes?

The notes carry coupons of 5.100% due 2029, 5.400% due 2031, 5.600% due 2033, and 5.900% due 2037, with interest payable semi-annually starting in 2027 for each series.

Who guarantees the new DELL senior notes?

The notes are fully and unconditionally guaranteed on a joint and several basis by Dell Technologies Inc., Denali Intermediate Inc. and Dell Inc., ranking equally with their existing and future senior indebtedness.

When do the new Dell Technologies notes mature?

The 5.100% notes mature on September 15, 2029, the 5.400% notes on September 15, 2031, the 5.600% notes on September 15, 2033, and the 5.900% notes on April 1, 2037.

Can Dell redeem the new DELL notes early and on what terms?

Yes. Before specified dates close to maturity, the issuers may redeem notes at a make-whole premium plus interest. After those dates, they may redeem at 100% of principal plus accrued interest for each series.

What protection do DELL noteholders have on a change of control?

If a change of control triggering event occurs, holders may require the issuers to purchase their notes for cash at 101% of principal plus accrued and unpaid interest to the repurchase date.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/15/2026 - 04:27 PM EDT Accepted by SEC EDGAR 09/15/2026 - 04:26 PM EDT Learn about SEC filing dates

false 0001571996 0001571996 2026-09-15 2026-09-15

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 15, 2026

Dell Technologies Inc.

(Exact name of registrant as specified in its charter)

Texas		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 1.01 Entry into a Material Definitive Agreement.

On September 15, 2026, two wholly-owned subsidiaries of Dell Technologies Inc. (the “Company”), Dell International L.L.C. and EMC Corporation (together, the “Issuers”), completed a public offering (the “Offering”) of (i) $1,250,000,000 aggregate principal amount of 5.100% Senior Notes due 2029 (the “2029 Notes”), (ii) $1,250,000,000 aggregate principal amount of 5.400% Senior Notes due 2031 (the “2031 Notes”), (iii) $1,500,000,000 aggregate principal amount of 5.600% Senior Notes due 2033 (the “2033 Notes”) and (iv) $1,000,000,000 aggregate principal amount of 5.900% Senior Notes due 2037 (the “2037 Notes” and, together with the 2029 Notes, the 2031 Notes and the 2033 Notes, the “Notes”). The Notes were sold pursuant to a shelf registration statement on Form S-3ASR (File No. 333-296691).

The Notes were issued pursuant to a Base Indenture, dated as of January 24, 2023 (the “Base Indenture”), among the Issuers, the Guarantors (as defined below) and The Bank of New York Mellon Trust Company, N.A., as trustee (in such capacity, the “Trustee”), as supplemented, (i) with respect to the 2029 Notes, by the 2029 Notes Supplemental Indenture No. 1 (the “2029 Notes Supplemental Indenture”), dated as of September 15, 2026, among the Issuers, the Guarantors and the Trustee, (ii) with respect to the 2031 Notes, by the 2031 Notes Supplemental Indenture No. 1 (the “2031 Notes Supplemental Indenture”), dated as of September 15, 2026, among the Issuers, the Guarantors and the Trustee, (iii) with respect to the 2033 Notes, by the 2033 Notes Supplemental Indenture No. 1 (the “2033 Notes Supplemental Indenture”), dated as of September 15, 2026, among the Issuers, the Guarantors and the Trustee and (iv) with respect to the 2037 Notes, by the 2037 Notes Supplemental Indenture No. 1 (the “2037 Notes Supplemental Indenture” and, together with the Base Indenture, the 2029 Notes Supplemental Indenture, the 2031 Notes Supplemental Indenture and the 2033 Notes Supplemental Indenture, the “Indenture”), dated as of September 15, 2026, among the Issuers, the Guarantors and the Trustee.

The Notes are senior unsecured obligations of the Issuers and rank equal in right of payment with all of the Issuers’ existing and future senior indebtedness and senior in right of payment to all of the Issuers’ future subordinated indebtedness. The Notes are unsecured and are guaranteed on a joint and several basis by the Company and its wholly-owned subsidiaries, Denali Intermediate Inc. (“Denali Intermediate”) and Dell Inc. (together with Denali Intermediate and the Company, the “Guarantors”). Such note guarantees rank equal in right of payment with all existing and future senior indebtedness of the Guarantors and senior in right of payment to all future subordinated indebtedness of the Guarantors. The Notes and the note guarantees are structurally subordinated to all of the existing and future indebtedness and other liabilities of subsidiaries of the Issuers, who will not guarantee the Notes.

Interest on each series of the Notes began accruing on September 15, 2026, the issue date of the Notes. Interest on the 2029 Notes accrues at a rate of 5.100% per year, payable semi-annually in arrears on March 15 and September 15 of each year, commencing on March 15, 2027. Interest on the 2031 Notes accrues at a rate of 5.400% per year, payable semi-annually in arrears on March 15 and September 15 of each year, commencing on March 15, 2027. Interest on the 2033 Notes accrues at a rate of 5.600% per year, payable semi-annually in arrears on March 15 and September 15 of each year, commencing on March 15, 2027. Interest on the 2037 Notes accrues at a rate of 5.900% per year, payable semi-annually in arrears on April 1 and October 1 of each year, commencing on April 1, 2027. The 2029 Notes mature on September 15, 2029, the 2031 Notes mature on September 15, 2031, the 2033 Notes mature on September 15, 2033 and the 2037 Notes mature on April 1, 2037.

Prior to (i) August 15, 2029 (the date one month prior to the maturity of the 2029 Notes), in the case of the 2029 Notes, (ii) August 15, 2031 (the date one month prior to the maturity of the 2031 Notes), in the case of the 2031 Notes, (iii) July 15, 2033 (the date two months prior to the maturity of the 2033 Notes), in the case of the 2033 Notes and (iv) January 1, 2037 (the date three months prior to the maturity of the 2037 Notes), in the case of the 2037 Notes, the Issuers may, on any one or more occasions, redeem some or all of the Notes of such series at a “make-whole” premium, plus accrued and unpaid interest to, but excluding, the redemption date.

On or after (i) August 15, 2029, in the case of the 2029 Notes, (ii) August 15, 2031, in the case of the 2031 Notes, (iii) July 15, 2033, in the case of the 2033 Notes and (iv) January 1, 2037, in the case of the 2037 Notes, the Issuers may, on any one or more occasions, redeem some or all of the Notes of such series at a price equal to 100% of the aggregate principal amount of the Notes of such series to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date.

If a change of control triggering event occurs, the holders of the Notes may require the Issuers to purchase for cash all or a portion of their Notes at a purchase price equal to 101% of the principal amount of the Notes, plus accrued and unpaid interest to, but excluding, the repurchase date.

The Indenture contains covenants that impose limitations on, among other things, creating liens on certain assets to secure debt; consolidating, merging or selling or otherwise disposing of all or substantially all assets; and entering into sale and leaseback transactions. The Indenture also contains customary events of default and covenants for an issuer of investment grade debt securities.

The foregoing summaries of the Base Indenture, the 2029 Notes Supplemental Indenture, the 2031 Notes Supplemental Indenture, the 2033 Notes Supplemental Indenture and the 2037 Notes Supplemental Indenture do not purport to be complete and are qualified in their entirety by reference to the full texts of such documents. Copies of the 2029 Notes Supplemental Indenture, the 2031 Notes Supplemental Indenture, the 2033 Notes Supplemental Indenture and the 2037 Notes Supplemental Indenture relating to the Notes are filed as Exhibit 4.1, Exhibit 4.2, Exhibit 4.3 and Exhibit 4.4, respectively, to this Current Report on Form 8-K (including the forms of Notes included therein and filed as Exhibit 4.5, Exhibit 4.6, Exhibit 4.7 and Exhibit 4.8 hereto) and are incorporated herein by reference. The Base Indenture was previously filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on January 24, 2023 and is incorporated herein by reference. In addition, the legal opinion of Simpson Thacher & Bartlett LLP relating to the Notes is filed as Exhibit 5.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 is incorporated into this Item 2.03 by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

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

Exhibit No.		Exhibit Description
4.1		2029 Notes Supplemental Indenture No. 1, dated as of September 15, 2026, among Dell International L.L.C., EMC Corporation, the guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as Trustee.
4.2		2031 Notes Supplemental Indenture No. 1, dated as of September 15, 2026, among Dell International L.L.C., EMC Corporation, the guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as Trustee.
4.3		2033 Notes Supplemental Indenture No. 1, dated as of September 15, 2026, among Dell International L.L.C., EMC Corporation, the guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as Trustee.
4.4		2037 Notes Supplemental Indenture No. 1, dated as of September 15, 2026, among Dell International L.L.C., EMC Corporation, the guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as Trustee.
4.5		Form of Global Note for 5.100% Senior Notes due 2029 (included in Exhibit 4.1).
4.6		Form of Global Note for 5.400% Senior Notes due 2031 (included in Exhibit 4.2).
4.7		Form of Global Note for 5.600% Senior Notes due 2033 (included in Exhibit 4.3).
4.8		Form of Global Note for 5.900% Senior Notes due 2037 (included in Exhibit 4.4).
5.1		Opinion of Simpson Thacher & Bartlett LLP.
23.1		Consent of Simpson Thacher & Bartlett LLP (included in Exhibit 5.1).
104		Cover Page Interactive Data File — the cover page XBRL tags are embedded within the Inline XBRL document.

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 15, 2026						Dell Technologies Inc.
				By:		/s/ Christopher A. Garcia
						Christopher A. Garcia
						Senior Vice President and Assistant Secretary
						(Duly Authorized Officer)

Filing Exhibits & Attachments

8 documents

Other Documents

• EX-4.1 EX-4.1 121.2 KB
• EX-4.2 EX-4.2 119.5 KB
• EX-4.3 EX-4.3 120.4 KB
• EX-4.4 EX-4.4 122.5 KB
• EX-5.1 EX-5.1 19.4 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 16.8 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 10.6 KB