Dell Technologies Inc.
06/17/2026 | Press release | Distributed by Public on 06/17/2026 14:18
Private Placement (Form 8-K)
Item 3.02 Unregistered Sales of Equity Securities.
On June 1, 2026, June 2, 2026, June 3, 2026, June 4, 2026, June 5, 2026, June 8, 2026, June 9, 2026, June 10, 2026, June 11, 2026 and June 12, 2026, Dell Technologies Inc. (the "Company") issued an aggregate of 3,438,364 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 June 15, 2026, after giving effect to the conversions described above, the Company had 325,046,693 shares of Class C Common Stock outstanding and 44,351,394 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 on the exemption from registration under the Securities Act of 1933 afforded by Section 3(a)(9) thereof.
2
Dell Technologies Inc. published this content on June 17, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on June 17, 2026 at 20:19 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]