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Dell Technologies 8-K Filings

DELL NYSE

Every 8-K that Dell Technologies (DELL) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.

A 8-K covers material events a company has to report between its quarterly reports, so if you follow DELL and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full DELL filings page.

Rhea-AI Summary

Dell Technologies Inc. (DELL) reported a very strong fiscal 2027 second quarter, with record net revenue of $46.97 billion, up 58% year over year, and GAAP diluted EPS of $6.34, up 273%. Non-GAAP diluted EPS was $7.04, up 203%, reflecting both higher scale and improved profitability.

Infrastructure Solutions Group led results with record revenue of $31.8 billion, up 89%, including $16.4 billion from AI-Optimized Servers, up 100%, and strong growth in traditional servers, networking, and storage. Client Solutions Group delivered $15.0 billion of revenue, up 20%, with commercial client revenue up 22%. Operating income reached $5.39 billion, up 204%, and net income was $4.13 billion, up 255%. Adjusted free cash flow for the quarter was $8.15 billion, up 224%, though cash from operations declined 13% to $2.23 billion.

Dell raised its full-year fiscal 2027 outlook to $192.0 billion of revenue, up 69% year over year, and now guides to GAAP EPS of $24.37 and non-GAAP EPS of $25.50. The company also highlighted AI momentum, including $60.9 billion in AI server orders and a $95 billion AI server backlog, and returned $4.3 billion to shareholders via buybacks and dividends. A quarterly dividend of $0.63 per share was declared, payable October 30, 2026.

Rhea-AI Summary

Dell Technologies Inc. filed an 8-K describing amendments to its bylaws, effective July 2, 2026, to opt into Section 21.373 of the Texas Business Organizations Code. The new rules significantly narrow which shareholders can formally submit proposals for a vote at shareholder meetings.

Under the amended and restated bylaws, a shareholder or group may submit a proposal, including those under Rule 14a-8, only if they hold at least $1,000,000 in market value of Dell voting shares or 3% of outstanding voting shares, held continuously for at least six months before the meeting and through its duration, and they must solicit holders representing at least 67% of the voting power entitled to vote on the proposal.

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Dell Technologies Inc. has completed a redomestication, changing its state of incorporation from Delaware to Texas by conversion, effective July 1, 2026 at 12:01 a.m. Central Time. Each outstanding share of Class A, B and C common stock converted into one corresponding share of the new Texas corporation, and the Class C common stock continues to trade on the New York Stock Exchange under the symbol DELL.

Under its new Texas Certificate of Formation, no shareholder or group may bring a derivative proceeding on the company’s behalf against directors or officers unless they beneficially own at least 3% of the total outstanding shares at the time the case is filed. The company states the redomestication does not change its headquarters, business, management, assets, liabilities or contractual obligations, and all equity compensation awards and options were converted into equivalent Texas corporation awards on the same terms. At the 2026 annual meeting, stockholders also elected all director nominees, ratified PricewaterhouseCoopers LLP as auditor, approved executive compensation on an advisory basis and approved the redomestication proposal.

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Dell Technologies Inc. reported unregistered sales of equity securities related to share class conversions. Between June 1 and June 12, 2026, the company issued 3,438,364 shares of Class C common stock upon one-for-one conversion of the same number of Class B shares held by Silver Lake-affiliated funds.

As of June 15, 2026, Dell had 325,046,693 shares of Class C common stock outstanding and 44,351,394 shares of Class B common stock outstanding. The conversions were conducted under existing charter rights and relied on the Securities Act Section 3(a)(9) exemption, with no commissions or other remuneration paid for soliciting the exchange.

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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.

Rhea-AI 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.

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Dell Technologies Inc. entered into a new senior unsecured revolving credit facility on June 10, 2026. The Credit Agreement provides Dell International L.L.C. and EMC Corporation with revolving commitments totaling $6,000,000,000, including a letter of credit sub-facility of up to $500,000,000, maturing on June 10, 2031.

Borrowings may be used by Dell Inc. and its subsidiaries for general corporate purposes and will bear interest at a margin over either a specified SOFR-based rate or a base rate, with the margin tied to the company’s credit ratings. The facility can be repaid voluntarily at any time without premium or penalty, other than customary breakage costs.

In connection with this new Credit Agreement, Dell International and EMC fully repaid all outstanding obligations under the prior November 1, 2021 credit agreement and terminated all related obligations and commitments, leaving no further obligations under the existing facility or its guarantees.

Rhea-AI Summary

Dell Technologies reported a very strong first quarter of fiscal 2027, with net revenue of $43.8 billion, up 88% year over year. GAAP diluted EPS rose to $5.24, a 282% increase, and non-GAAP diluted EPS reached $4.86, up 214%.

Growth was driven by the Infrastructure Solutions Group, where revenue climbed to $29.0 billion, including $16.1 billion from AI-optimized servers, up 757%. Client Solutions Group revenue rose 17% to $14.6 billion. Operating income more than tripled to $3.7 billion, while cash flow from operations set a first-quarter record at $4.1 billion.

Dell returned $2.1 billion to shareholders via buybacks and dividends in the quarter. For fiscal 2027, the company now expects revenue between $165.0 billion and $169.0 billion and projects roughly $60 billion of AI-optimized server revenue, significantly above prior-year levels.

Rhea-AI Summary

Dell Technologies Inc. reported unregistered issuances of Class C common stock tied to share class conversions. Between March 2, 2026 and April 16, 2026, the company issued 4,237,699 shares of Class C common stock upon the conversion of the same number of Class B shares held by Silver Lake-affiliated entities.

As of April 17, 2026, Dell had 325,654,621 shares of Class C common stock outstanding and 47,789,758 shares of Class B common stock outstanding. Class B shares are convertible into Class C on a one-to-one basis, and both classes carry the same dividend and liquidation rights. The conversions were conducted without registration under the Securities Act in reliance on the Section 3(a)(9) exemption, with no commissions or other remuneration paid for soliciting the exchanges.

Rhea-AI Summary

Dell Technologies reported record fourth-quarter and full-year fiscal 2026 results and issued strong fiscal 2027 guidance. Full-year revenue reached $113.5 billion, up 19% year over year, with diluted EPS of $8.68, up 36%, and non-GAAP diluted EPS of $10.30, up 27%.

Fourth-quarter revenue was a record $33.4 billion, up 39%, with diluted EPS of $3.37, up 57%. Infrastructure Solutions Group led growth with $60.8 billion full-year revenue, up 40%, including $24.7 billion from AI-optimized servers. Dell generated $11.2 billion in operating cash flow, returned $7.5 billion to shareholders, raised its dividend by 20%, expanded its share repurchase authorization by $10 billion, and guided FY27 revenue to about $140 billion at the midpoint with GAAP diluted EPS of $11.52 and non-GAAP diluted EPS of $12.90.

Rhea-AI Summary

Dell Technologies Inc. has confirmed David Kennedy as its permanent Chief Financial Officer. He previously served as interim CFO and as Senior Vice President, Global Business Operations, Finance. The Board approved his permanent appointment effective November 24, 2025.

As CFO, Mr. Kennedy will receive an annual base salary of $760,000 and a target cash incentive equal to 100% of his base salary, pro-rated for the fiscal year ending January 30, 2026. He was previously granted 10,580 time-based RSUs, and in connection with the permanent role will receive additional time-based RSUs valued at $3,000,000, vesting in equal annual installments starting on the first anniversary of his effective date, subject to continued service and existing plan terms.

Mr. Kennedy will continue to participate in Dell’s standard employee benefit, severance and retirement programs and is party to the company’s standard indemnification and protection, noncompetition and nonsolicitation agreements.

Rhea-AI Summary

Dell Technologies Inc. filed a Form 8-K to report that it has released financial results for its fiscal quarter ended October 31, 2025. The company announced these results through a press release that is attached to the filing as Exhibit 99.1. The earnings information in Item 2.02 and the press release is being furnished to regulators rather than formally filed, which affects how it is treated under securities laws. The filing also notes that the cover page XBRL data is embedded as Exhibit 104.

Rhea-AI Summary

Dell Technologies announced an executive appointment and related equity grant. Richard Troy Sharp, formerly Vice President of Corporate Accounting and Reporting, was appointed Senior Vice President, Corporate Finance and Chief Accounting Officer, effective August 8, 2025. In connection with this role, the Compensation Committee approved an equity award of 1,796 time‑based RSUs, granted on October 15, 2025 under the 2023 Stock Incentive Plan. The RSUs vest in three equal annual installments beginning on the first anniversary of the grant date.

Rhea-AI Summary

Dell Technologies Inc. plans to host a public presentation for securities analysts and investors on October 7, 2025, where management expects to discuss its long-term financial framework, including expectations for increased financial targets and shareholder returns. The event will be available via live webcast, with a replay hosted for one year on the company’s investor relations website.

Dell also issued a press release on October 7, 2025 summarizing the presentation and reaffirming its guidance for fiscal 2026 Q3. Both the management presentation and the press release are furnished as exhibits, and the company specifies that this information is furnished rather than filed under the Exchange Act, limiting its treatment under certain liability provisions.

Rhea-AI Summary

Dell Technologies Inc. filed an 8-K reporting the execution of supplemental indentures and related documents dated October 6, 2025 for multiple series of senior notes. The filing lists supplemental indentures for notes maturing in 2029, 2031, 2032 and 2036, and includes the forms of global notes showing coupons of 4.150% (2029), 4.500% (2031), 4.750% (2032) and 5.100% (2036). Legal opinions from Simpson Thacher & Bartlett LLP and Holland & Knight LLP are included as Exhibits 5.1 and 5.2, and The Bank of New York Mellon Trust Company, N.A. is named as trustee for the supplemental indentures. The cover page Inline XBRL tags are embedded in the filing.

Rhea-AI Summary

Dell Technologies Inc. filed an amended report to describe an equity award for its interim Chief Financial Officer, David Kennedy. On September 30, 2025, the Compensation Committee approved a grant of 10,580 time-based restricted stock units that will settle in Dell’s Class C common stock. These RSUs were granted under the 2023 Stock Incentive Plan and are scheduled to vest over three years in installments of 20%, 30% and 50%, starting on the first anniversary of the September 30, 2025 grant date.

Rhea-AI Summary

Dell Technologies Inc. reported that its board’s Compensation Committee granted Chief Operating Officer and Vice Chairman Jeffrey Clarke a one-time performance-based stock option award to purchase 2,500,000 shares of Class C common stock under the 2023 Stock Incentive Plan. The options have a ten-year term, an exercise price of $141.77 per share, and a grant date fair value of about $132.4 million.

The award will vest only if Dell meets both a market capitalization performance goal and a free cash flow performance goal over a period ending January 31, 2031, and if Mr. Clarke remains employed through March 15, 2031, with certain acceleration on death or disability. The options are subject to forfeiture and repayment provisions during employment and for one year after, as described in the performance-based stock option agreement filed as an exhibit.

Rhea-AI 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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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.

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Dell Technologies Inc. disclosed that Chief Financial Officer Yvonne McGill will resign as CFO effective September 9, 2025. She will remain a full-time employee through October 31, 2025 in an advisory role to support an orderly transition. The company states that her decision is not due to any disagreement over financial statements, internal controls, operations, policies, or practices.

Under a separation agreement, Ms. McGill will receive a cash payment of approximately $562,500 as a pro rata bonus for fiscal 2026, along with existing protections under her restrictive covenant agreement. The Board has appointed David Kennedy, Senior Vice President, Global Business Operations, Finance, as interim Chief Financial Officer and principal financial officer, effective September 9, 2025. Mr. Kennedy has held senior finance and operations roles at Dell since 2017 and continues to participate in the company’s standard benefit and equity plans while Dell conducts a search for a permanent CFO.

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Dell Technologies Inc. filed a current report to note that it has released financial results for its fiscal quarter ended August 1, 2025. The detailed numbers and commentary are provided in a separate press release, which is attached as Exhibit 99.1.

The company is treating the press release and the related results disclosure as information that is being “furnished,” not “filed,” under securities laws, which affects how it is incorporated into other regulatory documents and certain liability provisions.

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Dell Technologies reported an internal leadership change in its accounting function: Brunilda (Bruny) Rios notified the company she will step down as the company’s principal accounting officer for personal reasons, effective August 8, 2025, and will continue to serve as a Senior Vice President.

Richard Troy Sharp was appointed Senior Vice President, Corporate Finance and Chief Accounting Officer, effective August 8, 2025. Mr. Sharp, age 41, has worked at Dell since July 2012, serving as Vice President, Corporate Accounting and Reporting since April 2021 and previously as Director, M&A and Treasury Accounting since March 2017. The company disclosed an annual base salary of $368,100 and a target annual bonus equal to 55% of base salary, pro-rated for the fiscal year ending January 30, 2026, calculated from August 8, 2025. Mr. Sharp will remain eligible for standard employee plans including the 2023 Stock Incentive Plan. The filing notes additional information referenced in Item 5.02(c)(3) has not been determined as of the report date.

Rhea-AI Summary

Item 3.02 – Unregistered Sales of Equity Securities: Between 9 Jun 2025 and 10 Jul 2025 Dell Technologies issued 3,421,793 shares of Class C common stock following 1-for-1 conversions of an equal number of Class B shares held by several Silver Lake–affiliated funds. The exchanges were completed under the Section 3(a)(9) registration exemption; no cash consideration or commissions were involved.

After these transactions Dell has 340,673,002 Class C shares and 58,946,330 Class B shares outstanding. The company’s charter permits Class B holders to convert voluntarily at any time, and certain transfers trigger automatic conversion. Class C and Class B shares carry identical dividend and liquidation rights.

No other financial results, guidance or material events were reported in this Form 8-K.