Dell Technologies Reports Unregistered Equity Sales

TL;DR

Dell sold unregistered stock on Jan 8th. Details TBD.

AI Summary

On January 8, 2025, Dell Technologies Inc. filed an 8-K report detailing unregistered sales of equity securities. The filing, submitted on January 14, 2025, does not specify the exact number of shares or the total dollar amount involved in these transactions, but it indicates a material event for the company.

Why It Matters

This filing indicates Dell Technologies has engaged in transactions involving its equity securities that were not registered with the SEC, which could have implications for investors and regulatory compliance.

Risk Assessment

Risk Level: medium — Unregistered sales of equity securities can sometimes indicate financial distress or unusual corporate actions, warranting closer investor scrutiny.

Key Players & Entities

• Dell Technologies Inc. (company) — Registrant
• January 8, 2025 (date) — Date of earliest event reported
• January 14, 2025 (date) — Filing date
• 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-20250108.htm (8-K) — 27KB
• 0001571996-25-000004.txt ( ) — 147KB
• dell-20250108.xsd (EX-101.SCH) — 2KB
• dell-20250108_lab.xml (EX-101.LAB) — 21KB
• dell-20250108_pre.xml (EX-101.PRE) — 12KB
• dell-20250108_htm.xml (XML) — 3KB

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. On December 5, 2024, December 6, 2024, January 6, 2025, January 7, 2025 and January 8, 2025, Dell Technologies Inc. (the "Company") issued an aggregate of 3,991,503 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 January 8, 2025, after giving effect to the conversions described above, the Company had 358,574,323 shares of Class C Common Stock outstanding and 62,368,123 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 o

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 14, 2025 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