Dell Technologies (NYSE: DELL) sells $3B in new senior notes across 2031–2037

Rhea-AI Filing Summary

Dell Technologies Inc. is raising new debt through three tranches of unsecured senior notes totaling $3.0 billion. The company and key subsidiaries agreed to issue $1.0 billion of 4.750% Notes due 2031, $750 million of 5.000% Notes due 2034, and $1.25 billion of 5.250% Notes due 2037.

The notes will be sold slightly below face value, with public offering prices between about 99.3% and 99.6% of principal, and are guaranteed on a joint and several unsecured basis by several Dell entities. Closing is expected on June 16, 2026, and Dell plans to use the net proceeds for general corporate purposes, which may include repaying existing debt.

Insights

Debt markets analyst

Dell locks in $3B of long-dated funding at fixed coupons.

Dell Technologies is issuing three tranches of unsecured senior notes totaling $3.0 billion, with fixed coupons between 4.750% and 5.250% and maturities in 2031, 2034, and 2037. The notes are sold just below par, indicating modest issuance discounts.

The obligations are guaranteed on a joint and several basis by key subsidiaries, which strengthens creditor protection but increases group-level leverage. Stated use of proceeds is general corporate purposes, including potential debt repayment, so the net effect on leverage will depend on how much higher-cost or nearer-maturity debt is retired.

The offering is registered under an automatic shelf on Form S-3ASR and is expected to close on June 16, 2026, subject to customary conditions. Subsequent disclosures in Dell’s periodic filings may clarify which specific debt tranches are repaid and how the maturity profile evolves.

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.

Key Figures

Total senior notes issued: $3,000,000,000 principal 2031 Notes size and coupon: $1,000,000,000 at 4.750% 2034 Notes size and coupon: $750,000,000 at 5.000% +5 more

8 metrics

Total senior notes issued $3,000,000,000 principal Aggregate principal amount across all new notes

2031 Notes size and coupon $1,000,000,000 at 4.750% Senior Notes due 2031

2034 Notes size and coupon $750,000,000 at 5.000% Senior Notes due 2034

2037 Notes size and coupon $1,250,000,000 at 5.250% Senior Notes due 2037

2031 Notes offering price 99.563% of principal Public offering price for 2031 Notes

2034 Notes offering price 99.404% of principal Public offering price for 2034 Notes

2037 Notes offering price 99.259% of principal Public offering price for 2037 Notes

Expected closing date June 16, 2026 Planned closing of the notes offering

Key Terms

Underwriting Agreement, Senior Notes, public offering price, guaranteed on a joint and several unsecured basis, +2 more

6 terms

Underwriting Agreement financial

"entered into an underwriting agreement (the “Underwriting Agreement”) with Barclays Capital Inc."

An underwriting agreement is a contract where a company selling new stocks or bonds hires financial firms to buy those securities and resell them to investors. It matters because the agreement sets the offering price, number of securities, fees and which party bears the risk if sales fall short—think of it as a promise that the sale will happen and a roadmap investors can use to understand how the new securities reach the market.

Senior Notes financial

"aggregate principal amount of their 4.750% Senior Notes due 2031"

Senior notes are a type of loan that a company borrows from investors, promising to pay it back with interest. They are called "senior" because in case the company faces financial trouble, these lenders are paid back before others. This makes senior notes safer for investors compared to other types of loans or bonds.

public offering price financial

"The 2031 Notes will be sold at a public offering price of 99.563%"

The public offering price is the amount of money a company charges investors to buy its shares during a new stock sale to the public. It determines how much the company raises and how much each share is worth at the start of trading. For investors, it helps gauge the initial value of the stock and whether it might be a good investment opportunity.

guaranteed on a joint and several unsecured basis financial

"The Notes will be guaranteed on a joint and several unsecured basis by the Company"

registration statement on Form S-3ASR regulatory

"registered with the Securities and Exchange Commission in a registration statement on Form S-3ASR"

A registration statement on Form S-3ASR is a pre-approved filing used by well-established public companies to register securities they may sell over time, with the paperwork becoming effective automatically so offerings can begin quickly. For investors, it matters because it lets a company raise money or issue stock or debt on short notice — like a company keeping a ready-to-use credit line — which can dilute existing shares or change the company’s cash position rapidly.

base prospectus regulatory

"The terms of the Notes are described in the base prospectus included in the Registration Statement"

A base prospectus is a detailed document that provides essential information about a financial offering, such as a bond or share issue. It acts like a comprehensive guide for investors, explaining what the investment involves, the risks involved, and how the process works. This helps investors make informed decisions before committing their money.

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Understanding 8-K Material Events →

false 0001571996 0001571996 2026-06-11 2026-06-11

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): June 12, 2026 (June 11, 2026)

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 June 11, 2026, 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., BofA Securities, Inc., Goldman Sachs & Co. LLC, HSBC Securities (USA) Inc., J.P. Morgan Securities LLC and PNC Capital Markets LLC, as representatives of the several underwriters (together, the “Underwriters”), pursuant to which the Issuers agreed to issue and sell to the Underwriters (i) $1,000,000,000 aggregate principal amount of their 4.750% Senior Notes due 2031 (the “2031 Notes”), (ii) $750,000,000 aggregate principal amount of their 5.000% Senior Notes due 2034 (the “2034 Notes”) and (iii) $1,250,000,000 aggregate principal amount of their 5.250% Senior Notes due 2037 (the “2037 Notes” and, together with the 2031 Notes and the 2034 Notes, the “Notes”), in accordance with the terms and conditions set forth in the Underwriting Agreement. The 2031 Notes will be sold at a public offering price of 99.563% of the aggregate principal amount thereof, the 2034 Notes will be sold at a public offering price of 99.404% of the aggregate principal amount thereof and the 2037 Notes will be sold at a public offering price of 99.259% 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 June 16, 2026, subject to customary closing conditions. The Issuers intend to use the net proceeds from the offering of Notes for general corporate purposes, which may include the repayment of 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. 333-296691 (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 June 11, 2026 and a final prospectus supplement dated June 11, 2026.

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 June 11, 2026, among Dell International L.L.C., EMC Corporation, Dell Technologies Inc., Dell Inc., Denali Intermediate Inc., and Barclays Capital Inc., BofA Securities, Inc., Goldman Sachs & Co. LLC, HSBC Securities (USA) Inc., J.P. Morgan Securities LLC and PNC Capital Markets 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: June 12, 2026						Dell Technologies Inc.
				By:		/s/ Christopher Garcia
						Christopher Garcia
						Senior Vice President and Assistant Secretary
						(Duly Authorized Officer)

FAQ

What type of notes is Dell Technologies (DELL) issuing in this 8-K?

Dell Technologies is issuing unsecured senior notes in three tranches. These include 4.750% notes due 2031, 5.000% notes due 2034, and 5.250% notes due 2037, all guaranteed by key Dell subsidiaries.

How much total debt is Dell Technologies (DELL) raising in this offering?

Dell Technologies is raising a total of $3.0 billion in senior notes. The tranches are $1.0 billion due 2031, $750 million due 2034, and $1.25 billion due 2037, all issued under an underwriting agreement with several major banks.

What coupons and maturities do Dell Technologies (DELL) new notes carry?

The new Dell notes carry fixed coupons and staggered maturities. The 2031 notes pay 4.750%, the 2034 notes pay 5.000%, and the 2037 notes pay 5.250%, providing long-dated financing at defined interest rates.

At what prices are Dell Technologies (DELL) senior notes being sold?

The notes are being sold slightly below face value. The 2031 notes are priced at 99.563% of principal, the 2034 notes at 99.404%, and the 2037 notes at 99.259%, reflecting modest issuance discounts for investors.

How will Dell Technologies (DELL) use the proceeds from the senior notes?

Dell intends to use the net proceeds for general corporate purposes. This may include repaying existing debt, which can influence the company’s overall leverage profile and extend its debt maturity schedule.

When is the Dell Technologies (DELL) notes offering expected to close?

The offering is expected to close on June 16, 2026. This closing is subject to customary conditions under the underwriting agreement with the syndicate of underwriters named in the 8-K filing.

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-1.1 EX-1.1 219.7 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