Material Event (Form 8-K)

On September 22, 2025, Dell Technologies Inc. (the "Company"), Dell International L.L.C. ("Dell International"), EMC Corporation (together with Dell International, the "Issuers") and the other Guarantors (as defined below) entered into an underwriting agreement (the "Underwriting Agreement") with Barclays Capital Inc., BNP Paribas Securities Corp., BofA Securities, Inc., Citigroup Global Markets Inc., Goldman Sachs & Co. LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters (together, the "Underwriters"), pursuant to which the Issuers agreed to issue and sell to the Underwriters (i) $750,000,000 aggregate principal amount of their 4.150% Senior Notes due 2029 (the "2029 Notes"), (ii) $1,250,000,000 aggregate principal amount of their 4.500% Senior Notes due 2031 (the "2031 Notes"), (iii) $1,250,000,000 aggregate principal amount of their 4.750% Senior Notes due 2032 (the "2032 Notes") and (iv) $1,250,000,000 aggregate principal amount of their 5.100% Senior Notes due 2036 (the "2036 Notes" and, together with the 2029 Notes, the 2031 Notes and the 2032 Notes, the "Notes"), in accordance with the terms and conditions set forth in the Underwriting Agreement. The 2029 Notes will be sold at a public offering price of 99.961% of the aggregate principal amount thereof, the 2031 Notes will be sold at a public offering price of 100.000% of the aggregate principal amount thereof, the 2032 Notes will be sold at a public offering price of 99.717% of the aggregate principal amount thereof and the 2036 Notes will be sold at a public offering price of 99.633% of the aggregate principal amount thereof.

The Notes will be guaranteed on a joint and several unsecured basis by the Company, Denali Intermediate Inc. and Dell Inc. (collectively, the "Guarantors"). The closing of the offering of Notes is expected to occur on October 6, 2025, subject to customary closing conditions. The Issuers intend to use the net proceeds from the offering of Notes to redeem a portion of their outstanding 6.020% Senior Notes due 2026, and any remaining proceeds for general corporate purposes, which may include the repayment of other debt.

The sale of the Notes has been registered with the Securities and Exchange Commission (the "Commission") in a registration statement on Form S-3ASR,File No. 333-269159(the "Registration Statement"). The terms of the Notes are described in the base prospectus included in the Registration Statement, as supplemented by a preliminary prospectus supplement dated September 22, 2025 and a final prospectus supplement dated September 22, 2025.

The foregoing summary of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of such document filed as Exhibit 1.1 to this Current Report on Form 8-K.