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  4. [8-K] Dell Technologies Inc. Reports Material Event

Dell Technologies (DELL) prices new senior notes due 2031, 2034 and 2037

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8-K

Rhea-AI Filing Summary

Dell Technologies Inc., through wholly owned subsidiaries Dell International L.L.C. and EMC Corporation, completed a public offering of three series of senior unsecured notes under an existing shelf registration. The offering includes $1,000,000,000 aggregate principal amount of 4.750% Senior Notes due 2031, $750,000,000 aggregate principal amount of 5.000% Senior Notes due 2034, and $1,250,000,000 aggregate principal amount of 5.250% Senior Notes due 2037.

The notes are guaranteed on a joint and several basis by Dell Technologies Inc., Denali Intermediate Inc. and Dell Inc., and rank equally with each issuer’s other senior debt. Each series pays interest semi-annually, with the 2031 Notes maturing on July 15, 2031, the 2034 Notes on February 15, 2034 and the 2037 Notes on February 15, 2037.

The issuers may redeem each series before maturity, initially at a make-whole premium and later at 100% of principal plus interest. If a change of control triggering event occurs, holders can require the issuers to repurchase their notes at 101% of principal plus accrued interest. The indenture includes covenants limiting certain liens, mergers, asset sales and sale-leaseback transactions and provides customary events of default for investment grade debt.

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Insights

Dell adds staggered-term senior unsecured debt with standard investment-grade protections.

Dell Technologies issued three tranches of senior unsecured notes via subsidiaries, with maturities in 2031, 2034 and 2037 and coupons of 4.750%, 5.000% and 5.250%. Joint and several guarantees from key group entities support the structure.

The notes rank pari passu with existing senior indebtedness and are structurally subordinated to liabilities of non-guarantor subsidiaries, a common feature in large corporate groups. Covenants limit liens, major structural changes and sale-leaseback transactions, while remaining typical for investment grade-style documentation.

Investors gain call protection with make-whole redemption provisions before specified dates, then par calls close to maturity. A change of control triggering event gives holders a put at 101% of principal plus accrued interest, aligning with market-standard protections disclosed in the indenture.

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, and exhibit attachments filed with this report.
2031 Notes principal $1,000,000,000 aggregate principal amount 4.750% Senior Notes due 2031
2034 Notes principal $750,000,000 aggregate principal amount 5.000% Senior Notes due 2034
2037 Notes principal $1,250,000,000 aggregate principal amount 5.250% Senior Notes due 2037
2031 coupon 4.750% per year Interest rate on 2031 Notes
2034 coupon 5.000% per year Interest rate on 2034 Notes
2037 coupon 5.250% per year Interest rate on 2037 Notes
Change of control put price 101% of principal amount Repurchase price upon change of control triggering event
senior unsecured obligations financial
"The Notes are senior unsecured obligations of the Issuers and rank equal in right of payment"
Senior unsecured obligations are loans or bonds that a company promises to pay back with its own money, but without any special guarantees or collateral. If the company runs into financial trouble, these debts are paid after other debts with priority, meaning they are less protected but still important. They matter because they show how risky it is to lend money to a company.
make-whole premium financial
"redeem some or all of the Notes of such series at a “make-whole” premium, plus accrued and unpaid interest"
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 require the Issuers to purchase"
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.
sale and leaseback transactions financial
"impose limitations on, among other things, creating liens on certain assets ... and entering into sale and leaseback transactions"
Base Indenture regulatory
"The Notes were issued pursuant to a Base Indenture, dated as of January 24, 2023"
investment grade debt securities financial
"The Indenture also contains customary events of default and covenants for an issuer of investment grade debt securities"
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false 0001571996 0001571996 2026-06-16 2026-06-16
 
 

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 16, 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 1.01

Entry into a Material Definitive Agreement.

On June 16, 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) $1,000,000,000 aggregate principal amount of 4.750% Senior Notes due 2031 (the “2031 Notes”), (ii) $750,000,000 aggregate principal amount of 5.000% Senior Notes due 2034 (the “2034 Notes”) and (iii) $1,250,000,000 aggregate principal amount of 5.250% Senior Notes due 2037 (the “2037 Notes” and, together with the 2031 Notes and the 2034 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 2031 Notes, by the 2031 Notes Supplemental Indenture No. 1 (the “2031 Notes Supplemental Indenture”), dated as of June 16, 2026, among the Issuers, the Guarantors and the Trustee, (ii) with respect to the 2034 Notes, by the 2034 Notes Supplemental Indenture No. 1 (the “2034 Notes Supplemental Indenture”), dated as of June 16, 2026, among the Issuers, the Guarantors and the Trustee and (iii) 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 2031 Notes Supplemental Indenture and the 2034 Notes Supplemental Indenture, the “Indenture”), dated as of June 16, 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 June 16, 2026, the issue date of the Notes. Interest on the 2031 Notes accrues at a rate of 4.750% per year, payable semi-annually in arrears on January 15 and July 15 of each year, commencing on January 15, 2027. Interest on the 2034 Notes accrues at a rate of 5.000% per year, payable semi-annually in arrears on February 15 and August 15 of each year, commencing on August 15, 2026. Interest on the 2037 Notes accrues at a rate of 5.250% per year, payable semi-annually in arrears on February 15 and August 15 of each year, commencing on August 15, 2026. The 2031 Notes mature on July 15, 2031, the 2034 Notes mature on February 15, 2034 and the 2037 Notes mature on February 15, 2037.

Prior to (i) June 15, 2031 (the date one month prior to the maturity of the 2031 Notes), in the case of the 2031 Notes, (ii) December 15, 2033 (the date two months prior to the maturity of the 2034 Notes), in the case of the 2034 Notes and (iii) November 15, 2036 (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) June 15, 2031, in the case of the 2031 Notes, (ii) December 15, 2033, in the case of the 2034 Notes and (iii) November 15, 2036, 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 2031 Notes Supplemental Indenture, the 2034 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 2031 Notes Supplemental Indenture, the 2034 Notes Supplemental Indenture and the 2037 Notes Supplemental Indenture relating to the Notes are filed as Exhibit 4.1, Exhibit 4.2 and Exhibit 4.3, respectively, to this Current Report on Form 8-K (including the forms of Notes included therein and filed as Exhibit 4.4, Exhibit 4.5 and Exhibit 4.6 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    2031 Notes Supplemental Indenture No. 1, dated as of June 16, 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    2034 Notes Supplemental Indenture No. 1, dated as of June 16, 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    2037 Notes Supplemental Indenture No. 1, dated as of June 16, 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    Form of Global Note for 4.750% Senior Notes due 2031 (included in Exhibit 4.1).
 4.5    Form of Global Note for 5.000% Senior Notes due 2034 (included in Exhibit 4.2).
 4.6    Form of Global Note for 5.250% Senior Notes due 2037 (included in Exhibit 4.3).
 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: June 16, 2026     Dell Technologies Inc.
    By:  

/s/ Christopher Garcia

      Christopher Garcia
      Senior Vice President and Assistant Secretary
      (Duly Authorized Officer)

Source: View Original Filing on SEC EDGAR

FAQ

What new debt securities did Dell Technologies (DELL) issue in June 2026?

Dell Technologies’ subsidiaries issued three senior unsecured note series: $1,000,000,000 of 4.750% Notes due 2031, $750,000,000 of 5.000% Notes due 2034, and $1,250,000,000 of 5.250% Notes due 2037, all under an existing shelf registration.

Who guarantees the new Dell Technologies senior notes?

The notes are fully guaranteed on a joint and several basis by Dell Technologies Inc., Denali Intermediate Inc. and Dell Inc. These guarantees rank equally with each guarantor’s existing and future senior indebtedness and ahead of any future subordinated indebtedness of the guarantors.

What are the interest rates and payment dates on Dell’s new notes?

The 2031 Notes bear 4.750% interest, the 2034 Notes 5.000%, and the 2037 Notes 5.250%. Interest is paid semi-annually in arrears on specified January–July or February–August dates for each series, starting August 15, 2026 or January 15, 2027 as applicable.

When do Dell Technologies’ new senior notes mature?

The 4.750% Senior Notes mature on July 15, 2031, the 5.000% Senior Notes mature on February 15, 2034, and the 5.250% Senior Notes mature on February 15, 2037. Each series has fixed maturity dates described in the indenture documentation.

Can Dell redeem the new senior notes before maturity?

Yes. Before specified dates close to each maturity, Dell’s issuing subsidiaries may redeem some or all notes of a series at a make-whole premium plus accrued interest. After those dates, they may redeem at 100% of principal plus accrued and unpaid interest.

What protection do Dell noteholders have in a change of control event?

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. This change of control put offers investors additional downside protection in such circumstances.

Filing Exhibits & Attachments

7 documents

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