Silver Lake converts Dell (NYSE: DELL) Class B into Class C

Rhea-AI Filing Summary

Dell Technologies Inc. reported that on several dates in September 2025 it issued an aggregate of 3,915,292 shares of its Class C common stock upon conversion of the same number of Class B common shares held by Silver Lake affiliated funds. This changed only the share class, not the total number of Dell shares.

As of September 23, 2025, Dell had 338,646,945 shares of Class C common stock outstanding and 54,790,897 shares of Class B common stock outstanding. Class B shares are convertible into Class C on a one-to-one basis under Dell’s certificate of incorporation, and both classes carry the same dividend and liquidation rights.

The conversions were carried out as unregistered issuances in reliance on the Section 3(a)(9) exemption under the Securities Act of 1933, and Dell states that no commission or other remuneration was paid for soliciting the exchange. The company also states that future optional or automatic conversions of Class B into Class C are expected to use the same exemption.

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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 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)

(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 3.02    Unregistered Sales of Equity Securities.

On September 15, 2025, September 17, 2025, September 18, 2025, September 19, 2025 and September 22, 2025, Dell Technologies Inc. (the “Company”) issued an aggregate of 3,915,292 shares of the Company’s Class C common stock (the “Class C Common Stock”) upon conversion of the same number of shares of the Company’s Class B common stock (the “Class B Common Stock”) held by SL SPV-2, L.P., Silver Lake Partners IV, L.P., Silver Lake Technology Investors IV, L.P., Silver Lake Partners V DE (AIV), L.P. and Silver Lake Technology Investors V, L.P.

As of September 23, 2025, after giving effect to the conversions described above, the Company had 338,646,945 shares of Class C Common Stock outstanding and 54,790,897 shares of Class B Common Stock outstanding.

Under the Company’s certificate of incorporation, any holder of Class B Common Stock has the right, at any time and from time to time, to convert all or any of the shares of Class B Common Stock held by such holder into shares of Class C Common Stock on a one-to-one basis. In addition, the shares of Class B Common Stock are automatically convertible into shares of Class C Common Stock on a one-to-one basis upon certain transfers in the circumstances described in the certificate of incorporation. Each share of Class C Common Stock bears the same dividend and liquidation rights as one share of Class B Common Stock.

The issuance of the shares of Class C Common Stock pursuant to the foregoing transactions was made without registration in reliance on the exemption from registration under the Securities Act of 1933 afforded by Section 3(a)(9) thereof. No commission or other remuneration was paid or given directly or indirectly for soliciting the exchange of such securities. It is expected that the issuance of any additional shares of Class C Common Stock upon any future optional or automatic conversion of shares of Class B Common Stock also will be made without registration in reliance on the exemption from registration under the Securities Act of 1933 afforded by Section 3(a)(9) thereof.

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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 26, 2025			Dell Technologies Inc.
			By:			/s/ Christopher A. Garcia
						Christopher A. Garcia Senior Vice President and Assistant Secretary
						(Duly Authorized Officer)

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FAQ

What equity transaction did Dell Technologies (DELL) disclose in this 8-K?

Dell Technologies disclosed that it issued 3,915,292 shares of Class C common stock upon conversion of the same number of Class B common shares held by Silver Lake affiliated funds.

How many Dell Class C and Class B shares were outstanding after the conversions?

As of September 23, 2025, Dell had 338,646,945 shares of Class C common stock outstanding and 54,790,897 shares of Class B common stock outstanding.

Who converted Dell Class B shares into Class C shares?

The converting holders were SL SPV-2, L.P., Silver Lake Partners IV, L.P., Silver Lake Technology Investors IV, L.P., Silver Lake Partners V DE (AIV), L.P. and Silver Lake Technology Investors V, L.P.

Do Dell Class B and Class C shares have different economic rights?

Dell states that each share of Class C common stock bears the same dividend and liquidation rights as one share of Class B common stock.

On what basis can Dell Class B shares be converted into Class C shares?

Under Dell’s certificate of incorporation, any holder of Class B common stock may convert all or any shares into Class C common stock on a one-to-one basis at any time, and Class B shares also automatically convert upon certain transfers described in the certificate.

Was the issuance of Dell Class C shares registered with the SEC?

No. Dell states that the issuance of Class C shares upon conversion was made without registration, relying on the Securities Act of 1933 Section 3(a)(9) exemption.

Did Dell pay any commissions related to these conversions?

Dell states that no commission or other remuneration was paid or given directly or indirectly for soliciting the exchange of the securities.