Dell Technologies Reports Unregistered Equity Sales

TL;DR

Dell sold unregistered equity, details TBD.

AI Summary

On March 3, 2024, Dell Technologies Inc. filed an 8-K report detailing unregistered sales of equity securities. The filing does not specify the exact number of shares sold or the total dollar amount involved in these transactions.

Why It Matters

This filing indicates Dell Technologies has engaged in equity transactions outside of public markets, which could have implications for share dilution and investor ownership.

Risk Assessment

Risk Level: medium — Unregistered sales can sometimes signal a need for capital or potential dilution, requiring closer monitoring by investors.

Key Players & Entities

• Dell Technologies Inc. (company) — Registrant
• March 3, 2024 (date) — Date of earliest event reported
• March 7, 2024 (date) — Filing date

FAQ

Key Financial Figures

• $0.01 — stered Class C Common Stock, par value $0.01 per share DELL New York Stock Exchange

Filing Documents

• dell-20240303.htm (8-K) — 29KB
• 0001571996-24-000012.txt ( ) — 150KB
• dell-20240303.xsd (EX-101.SCH) — 2KB
• dell-20240303_lab.xml (EX-101.LAB) — 21KB
• dell-20240303_pre.xml (EX-101.PRE) — 12KB
• dell-20240303_htm.xml (XML) — 3KB

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. On March 3, 2024 and March 4, 2024, Dell Technologies Inc. (the "Company") issued an aggregate of 4,625,237 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"). The Silver Lake Funds reported in filings with the Securities and Exchange Commission that the conversions of Class B Common Stock referred to above were 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. In addition, on March 5 , 2024, the Company issued 25,000,000 shares of Class C Common Stock upon conversion of the same number of shares of the Company's Class A common stock (the "Class A Common Stock") held by Michael S. Dell, the Chairman and Chief Executive Officer of the Company. The issuance of such shares of Class C Common Stock was made in part in connection with proposed open-market sales of 7,000,000 shares by Mr. Dell as reported in filings with the Securities and Exchange Commission. Prior to the conversion, Mr. Dell beneficially owned a to tal of 323,334,081 shares of Class A Common Stock and 15,412,241 shares of Class C Common Stock plus 3,549,014 shares of Class C Common Stock held by the Michael & Susan Dell Foundation. Mr. Dell's beneficial ownership excludes 29,890,896 shares of Class A Common Stock and 1,380,000 shares of Class C Common Stock beneficially owned by Susan Lieberman Dell Separate Property Trust and Susan L. Dell, which he may be deemed to beneficially own. As of January 11, 2024, before the f

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: March 7, 2024 Dell Technologies Inc. By: /s/ Christopher A. Garcia Christopher A. Garcia Senior Vice President and Assistant Secretary (Duly Authorized Officer) 3

View Full Filing

View this 8-K filing on SEC EDGAR