Dell Technologies Reports Unregistered Equity Sales

TL;DR

Dell sold some stock, details in the filing.

AI Summary

On November 29, 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 aggregate dollar amount, but it indicates a transaction occurred under the company's equity incentive plans.

Why It Matters

This filing informs investors about potential dilution or changes in share structure resulting from the company issuing equity securities outside of a public offering.

Risk Assessment

Risk Level: low — The filing reports on routine equity sales, which typically carry low risk unless specific details indicate significant dilution or unusual terms.

Key Players & Entities

• Dell Technologies Inc. (company) — Registrant
• November 29, 2024 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation
• Round Rock, Texas (location) — Principal executive offices

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-20241129.htm (8-K) — 27KB
• 0001571996-24-000136.txt ( ) — 148KB
• dell-20241129.xsd (EX-101.SCH) — 2KB
• dell-20241129_lab.xml (EX-101.LAB) — 21KB
• dell-20241129_pre.xml (EX-101.PRE) — 12KB
• dell-20241129_htm.xml (XML) — 3KB

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. On November 29, 2024, Dell Technologies Inc. (the "Company") issued an aggregate of 25,000,000 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 A common stock (the "Class A Common Stock") held by Michael Dell. As of the close of business on November 29, 2024, and after giving effect to the conversion, Mr. Dell beneficially owned a total of 246,834,081 shares of Class A Common Stock and 41,912,241 shares of Class C Common Stock, excluding 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 Mr. Dell may be deemed to beneficially own. As of November 29, 2024, after giving effect to the conversion described above, the Company had 357,514,884 shares of Class C Common Stock outstanding. Under the Company's certificate of incorporation, any holder of Class A Common Stock has the right, at any time and from time to time, to convert all or any of the shares of Class A 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 A 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 A 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 addition

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: December 3, 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