Dell Technologies Reports Unregistered Equity Sales
Ticker: DELL · Form: 8-K · Filed: Sep 26, 2025 · CIK: 1571996
| Field | Detail |
|---|---|
| Company | Dell Technologies INC. (DELL) |
| Form Type | 8-K |
| Filed Date | Sep 26, 2025 |
| Risk Level | medium |
| Pages | 2 |
| Reading Time | 3 min |
| Key Dollar Amounts | $0.01 |
| Sentiment | neutral |
Sentiment: neutral
Topics: equity-sale, unregistered-securities
Related Tickers: DELL
TL;DR
Dell sold unregistered stock, details TBD.
AI Summary
On September 22, 2025, 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 unregistered sales.
Why It Matters
This filing indicates Dell Technologies has engaged in equity transactions not registered with the SEC, which could have implications for investors regarding transparency and potential dilution.
Risk Assessment
Risk Level: medium — Unregistered sales can sometimes indicate a need for capital or strategic maneuvers that carry inherent risks for public investors.
Key Players & Entities
- Dell Technologies Inc. (company) — Registrant
- September 22, 2025 (date) — Date of earliest event reported
- Delaware (jurisdiction) — State of incorporation
- Round Rock, Texas (location) — Principal executive offices
FAQ
What specific equity securities were sold unregistered?
The filing states 'Unregistered Sales of Equity Securities' but does not specify the type of securities in the provided text.
What was the date of the earliest event reported in this 8-K?
The earliest event reported is dated September 22, 2025.
In which jurisdiction is Dell Technologies Inc. incorporated?
Dell Technologies Inc. is incorporated in Delaware.
What is the principal executive office address for Dell Technologies Inc.?
The principal executive offices are located at One Dell Way, Round Rock, Texas 78682.
Does this filing provide details on the dollar amount of the unregistered sales?
The provided text of the filing does not specify the dollar amount of the unregistered sales.
Filing Stats: 708 words · 3 min read · ~2 pages · Grade level 11.3 · Accepted 2025-09-26 07:03:05
Key Financial Figures
- $0.01 — stered Class C Common Stock, par value $0.01 per share DELL New York Stock Exchange
Filing Documents
- dell-20250922.htm (8-K) — 27KB
- 0001571996-25-000107.txt ( ) — 139KB
- dell-20250922.xsd (EX-101.SCH) — 2KB
- dell-20250922_lab.xml (EX-101.LAB) — 21KB
- dell-20250922_pre.xml (EX-101.PRE) — 12KB
- dell-20250922_htm.xml (XML) — 3KB
02 Unregistered Sales of Equity Securities
Item 3.02 Unregistered Sales of Equity Securities. On September 15, 2025, September 17, 2025, September 18, 2025, September 19, 2025 and September 22, 2025, Dell Technologies Inc. (the "Company") issued an aggregate of 3,915,292 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 September 23, 2025, after giving effect to the conversions described above, the Company had 338,646,945 shares of Class C Common Stock outstanding and 54,790,897 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 registrati
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: September 26, 2025 Dell Technologies Inc. By: /s/ Christopher A. Garcia Christopher A. Garcia Senior Vice President and Assistant Secretary (Duly Authorized Officer) 3