Dell Reports Unregistered Equity Sales on Jan 16
Ticker: DELL · Form: 8-K · Filed: Jan 18, 2024 · CIK: 1571996
| Field | Detail |
|---|---|
| Company | Dell Technologies INC. (DELL) |
| Form Type | 8-K |
| Filed Date | Jan 18, 2024 |
| Risk Level | low |
| Pages | 3 |
| Reading Time | 3 min |
| Key Dollar Amounts | $0.01 |
| Sentiment | neutral |
Complexity: simple
Sentiment: neutral
Topics: equity-sales, unregistered-securities, corporate-action
TL;DR
**Dell sold some stock privately, not on the open market.**
AI Summary
Dell Technologies Inc. filed an 8-K on January 18, 2024, reporting an event on January 16, 2024, related to "Unregistered Sales of Equity Securities." This filing indicates that Dell issued equity securities without registering them with the SEC, which is permissible under certain exemptions. For investors, this matters because unregistered sales can dilute existing shareholders if new shares are issued, or it could be part of an employee compensation plan, which is a common practice and generally not a concern.
Why It Matters
This filing signals that Dell issued equity securities outside of a public offering, which could impact share count or be part of internal compensation, affecting shareholder value.
Risk Assessment
Risk Level: low — Unregistered sales of equity securities are common for various reasons like employee compensation or private placements and don't inherently signal a negative event.
Analyst Insight
A smart investor would monitor future filings or company announcements for details regarding the purpose and size of these unregistered sales to assess any potential dilution or strategic implications.
Key Players & Entities
- Dell Technologies Inc. (company) — the registrant filing the 8-K
- January 16, 2024 (date) — date of the earliest event reported
- January 18, 2024 (date) — date the 8-K was filed
- Delaware (company) — state of incorporation for Dell Technologies Inc.
- New York Stock Exchange (company) — exchange where Dell's Class C Common Stock is registered
FAQ
What was the specific item reported in this 8-K filing by Dell Technologies Inc.?
The specific item reported in this 8-K filing by Dell Technologies Inc. was "Unregistered Sales of Equity Securities" under Item Information.
When was the earliest event reported in this 8-K filing?
The earliest event reported in this 8-K filing occurred on January 16, 2024, as stated under "Date of Report (Date of earliest event reported): January 16, 2024."
What is the trading symbol for Dell Technologies Inc.'s Class C Common Stock?
The trading symbol for Dell Technologies Inc.'s Class C Common Stock is DELL, as listed under "Securities registered pursuant to Section 12(b) of the Act."
On which exchange is Dell Technologies Inc.'s Class C Common Stock registered?
Dell Technologies Inc.'s Class C Common Stock is registered on the New York Stock Exchange, as indicated in the "Securities registered pursuant to Section 12(b) of the Act" section.
What is Dell Technologies Inc.'s Central Index Key (CIK)?
Dell Technologies Inc.'s Central Index Key (CIK) is 0001571996, found in the FILER COMPANY DATA section.
Filing Stats: 783 words · 3 min read · ~3 pages · Grade level 11.3 · Accepted 2024-01-18 16:11:09
Key Financial Figures
- $0.01 — stered Class C Common Stock, par value $0.01 per share DELL New York Stock Exchange
Filing Documents
- dell-20240116.htm (8-K) — 28KB
- 0001571996-24-000002.txt ( ) — 151KB
- dell-20240116.xsd (EX-101.SCH) — 2KB
- dell-20240116_lab.xml (EX-101.LAB) — 24KB
- dell-20240116_pre.xml (EX-101.PRE) — 12KB
- dell-20240116_htm.xml (XML) — 3KB
02 Unregistered Sales of Equity Securities
Item 3.02 Unregistered Sales of Equity Securities. On January 12, 2024, Dell Technologies Inc. (the "Company") issued 321,561 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. (collectively, the "Silver Lake Funds"). On January 16, 2024 the Company issued an additional 4,253,469 shares of Class C Common Stock upon conversion of the same number of shares of Class B Common Stock held by the Silver Lake Funds. The Silver Lake Funds reported in filings with the Securities and Exchange Commission that the conversion of Class B Common Stock referred to above was effected in connection with various distributions by certain of the Silver Lake Funds of such shares, pro rata to their participants, and in some cases sales of such shares by certain of the Silver Lake Funds and their affiliates. As of January 11, 2024, before the foregoing conversions, the Company had 262,220,998 shares of Class C 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 relianc
SIGNATURES
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: January 18, 2024 Dell Technologies Inc. By: /s/ Christopher A. Garcia Christopher A. Garcia Senior Vice President and Assistant Secretary (Duly Authorized Officer) 3