Dell Technologies Reports Unregistered Equity Sale

Ticker: DELL · Form: 8-K · Filed: 2024-09-19T00:00:00.000Z

Sentiment: neutral

Topics: equity-sale, unregistered-securities, private-placement

Related Tickers: DELL

TL;DR

Dell sold unregistered equity, likely a private deal, check dilution.

AI Summary

On September 17, 2024, Dell Technologies Inc. filed an 8-K report detailing the unregistered sale of equity securities. The filing does not specify the exact number of securities sold or the aggregate offering price, but it indicates a transaction occurred under Section 4(a)(2) of the Securities Act of 1933, suggesting it was a private placement not involving public solicitation.

Why It Matters

This filing indicates Dell Technologies engaged in a private sale of equity securities, which could impact its capital structure and shareholder dilution.

Risk Assessment

Risk Level: medium — Unregistered sales can sometimes signal financial distress or unusual capital-raising activities, requiring further investigation into the terms and parties involved.

Key Players & Entities

FAQ

What specific equity securities were sold by Dell Technologies Inc.?

The filing does not specify the exact type of equity securities sold.

What was the aggregate offering price or value of the unregistered equity securities sold?

The filing does not disclose the aggregate offering price or value of the securities.

Who were the purchasers of these unregistered equity securities?

The filing does not identify the purchasers of the unregistered equity securities.

What is the significance of the sale being under Section 4(a)(2) of the Securities Act of 1933?

Section 4(a)(2) provides an exemption from registration requirements for transactions by an issuer not involving any public offering, typically private placements.

Does this filing indicate any immediate impact on Dell Technologies Inc.'s outstanding shares or dilution?

While the filing indicates a sale of equity, the specific terms and number of shares are not provided, so the immediate impact on dilution cannot be determined from this report alone.

From the Filing

0001571996-24-000105.txt : 20240919 0001571996-24-000105.hdr.sgml : 20240919 20240919161502 ACCESSION NUMBER: 0001571996-24-000105 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 13 CONFORMED PERIOD OF REPORT: 20240917 ITEM INFORMATION: Unregistered Sales of Equity Securities FILED AS OF DATE: 20240919 DATE AS OF CHANGE: 20240919 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Dell Technologies Inc. CENTRAL INDEX KEY: 0001571996 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC COMPUTERS [3571] ORGANIZATION NAME: 06 Technology IRS NUMBER: 800890963 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-37867 FILM NUMBER: 241310573 BUSINESS ADDRESS: STREET 1: ONE DELL WAY CITY: ROUND ROCK STATE: TX ZIP: 78682 BUSINESS PHONE: 800-289-3355 MAIL ADDRESS: STREET 1: ONE DELL WAY CITY: ROUND ROCK STATE: TX ZIP: 78682 FORMER COMPANY: FORMER CONFORMED NAME: Dell Technologies Inc DATE OF NAME CHANGE: 20160825 FORMER COMPANY: FORMER CONFORMED NAME: Denali Holding Inc. DATE OF NAME CHANGE: 20130313 8-K 1 dell-20240917.htm 8-K dell-20240917 0001571996 false 0001571996 2024-09-17 2024-09-17 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549   FORM 8-K   CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 17, 2024   ______________________ Dell Technologies Inc. (Exact name of registrant as specified in its charter)   ______________________ Delaware   001-37867   80-0890963 (State or other jurisdiction of incorporation)   (Commission File Number)   (IRS Employer Identification No.) One Dell Way   Round Rock, Texas 78682 (Address of principal executive offices)   (Zip Code) Registrant’s telephone number, including area code: ( 800 )  289-3355 Not Applicable (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Class C Common Stock, par value $0.01 per share DELL New York Stock Exchange Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨ Item 3.02 Unregistered Sales of Equity Securities. On September 16, 2024 and September 17, 2024, Dell Technologies Inc. (the “Company”) issued an aggregate of 26,500,000 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 September 17, 2024, and after giving effect to the conversions, Mr. Dell beneficially owned a total of 271,834,081 shares of Class A Common Stock and 36,912,241 shares of Class C Common Stock. Mr. Dell&#8

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