DELL 8-K Current Reports

Material AgreementsFinancial EventsExhibits & Filings

Dell Technologies Inc. 8-K Report, Executive Changes (Oct 21, 2026)

Dell Technologies Inc. (DELL) has filed an 8-K report to announce a significant leadership change within its legal department. Richard Rothberg, the current Executive Vice President, General Counsel, and Secretary, has decided to retire effective February 1, 2027, after a distinguished tenure. Mr. Rothberg will continue to support the company in a transitional capacity until April 30, 2027, ensuring a smooth handover of responsibilities. To ensure continuity and leverage internal expertise, the Board of Directors has appointed Christopher Garcia as the successor to Mr. Rothberg, effective February 1, 2027. Mr. Garcia, currently Senior Vice President, Corporate Legal, and Assistant Secretary, brings extensive experience from his 18 years with Dell, holding various global legal leadership roles. His background in corporate governance, regulatory compliance, and prior experience in private practice positions him well to lead the company's legal affairs.

Oct 21, 2026 8-K

Dell Technologies Inc. 8-K Report, Material Agreement (Sep 15, 2026)

Dell Technologies Inc. (DELL) announced on September 15, 2026, through its wholly-owned subsidiaries Dell International L.L.C. and EMC Corporation, the completion of a significant public offering of senior notes. The offering aggregated $5 billion in principal amount across four tranches with varying maturity dates and interest rates: $1.25 billion in 5.100% Senior Notes due 2029, $1.25 billion in 5.400% Senior Notes due 2031, $1.5 billion in 5.600% Senior Notes due 2033, and $1 billion in 5.900% Senior Notes due 2037. These notes are senior unsecured obligations, guaranteed by Dell Technologies Inc. and two other subsidiaries, ranking equally with existing senior indebtedness and senior to future subordinated debt. The proceeds from this offering will likely be used to fund ongoing operations, capital expenditures, or potential acquisitions, which is a common strategy for companies seeking to strengthen their balance sheet and maintain financial flexibility. The issuance of these notes, which are rated investment grade, indicates the company's continued access to debt markets and its ability to secure financing at competitive rates, reflecting investor confidence in Dell's financial stability and future prospects. Investors should monitor how these new debt obligations impact the company's leverage ratios and overall financial strategy.

Sep 15, 2026 8-K

Dell Technologies Inc. 8-K Report, Corporate Update (Sep 10, 2026)

Dell Technologies Inc. (DELL) has announced the details of a significant debt offering through an 8-K filing on September 10, 2026. The company, along with Dell International L.L.C. and EMC Corporation, will issue a total of $5 billion in senior notes across four tranches with varying maturities and interest rates, maturing in 2029, 2031, 2033, and 2037. These notes will be jointly and severally guaranteed by Dell Technologies Inc., Denali Intermediate Inc., and Dell Inc. The offering is managed by a syndicate of major financial institutions, including Barclays Capital Inc., BofA Securities, Inc., and others. The primary purpose of this debt issuance is to refinance existing debt, specifically the outstanding 4.900% First Lien Notes due 2026, with any remaining proceeds allocated for general corporate purposes, potentially including further debt reduction. The company has set public offering prices for each tranche slightly below par, reflecting current market conditions. The closing of this offering is anticipated on September 15, 2026, pending standard closing conditions.

Sep 10, 2026 8-K

Shareholder MattersCorporate ChangesExhibits & Filings

Dell Technologies Inc. 8-K Report, Financial Results (Sep 1, 2026)

Dell Technologies reported fiscal Q2 2027 (quarter ended July 31, 2026) results that were dramatically above year-ago levels, driven by AI server demand. Record revenue was $47.0 billion, up 58% year over year, and diluted GAAP EPS was $6.34, up 273%. Non-GAAP diluted EPS was $7.04, up 203%. Operating income rose 204% to $5.4 billion, and gross margin expanded to 20.9% of revenue from 18.3%. The Infrastructure Solutions Group (ISG) drove the growth, with revenue up 89% to a record $31.8 billion. AI-Optimized Servers revenue reached $16.4 billion (up 100%), and the company reported a record $60.9 billion in AI server orders and a record $95 billion backlog. Traditional servers and networking grew 122%, while storage grew 26%. Management raised full-year FY27 revenue guidance by $25 billion to $192.0 billion, up about 69% year over year. It raised AI-Optimized Servers guidance to $74.0 billion from $60.0 billion. Full-year GAAP EPS guidance rose to $24.37 from $17.31, and non-GAAP EPS guidance rose to $25.50 from $17.90. Third-quarter guidance calls for revenue of $49.0 billion (up 81%) and non-GAAP EPS of $6.50 (up 151%). The company also declared a quarterly dividend of $0.63 per share and returned a record $4.3 billion to shareholders in the quarter. There are several points of caution for investors. Operating cash flow fell 13% year over year to $2.2 billion, and free cash flow was $986 million, down 47%. Working capital absorbed significant cash, with accounts receivable, inventories and accounts payable all rising sharply. Total debt increased, and total shareholders' equity remained negative at $(1.4) billion. Much of the EPS growth also reflects a large fair value gain on equity investments, which contributed $704 million to six-month GAAP net income. The company's results are heavily concentrated in AI server demand, so the outlook depends on sustaining that demand and on the supply chain.

Sep 1, 2026 8-K

Dell Technologies Inc. 8-K Report, Rights Modification (Jul 6, 2026)

Dell Technologies Inc. (DELL) has filed an 8-K report detailing amendments to its bylaws, effective July 2, 2026. These changes implement Section 21.373 of the Texas Business Organizations Code, which significantly alters the requirements for shareholders submitting proposals at company meetings. Under the new bylaws, a shareholder or group of shareholders must meet stringent criteria to submit a proposal. This includes holding shares with a market value of at least $1 million or 3% of outstanding voting shares, continuously holding these shares for at least six months prior to the meeting, retaining ownership through the meeting's duration, and soliciting support from holders of at least 67% of the voting power. These amendments are designed to streamline the shareholder proposal process and ensure that proposals are brought forth by substantial, long-term investors.

Jul 6, 2026 8-K

Shareholder MattersOther EventsExhibits & Filings

Dell Technologies Inc. 8-K Report, Rights Modification (Jul 1, 2026)

Dell Technologies Inc. (DELL) has officially completed its "Redomestication" from Delaware to Texas, effective July 1, 2026. This strategic move, approved by stockholders at the 2026 annual meeting, primarily impacts the legal jurisdiction governing the company's internal affairs, shifting from Delaware law to Texas law. Importantly, this change does not alter Dell's headquarters, business operations, management, assets, liabilities, or stock listing on the NYSE under the symbol "DELL." Shareholder rights and equity awards remain substantially the same, with existing shares automatically converting to Texas corporate stock. However, a notable change for shareholders is the adoption of Texas Business Organizations Code provisions that require a shareholder or group to own at least 3% of outstanding shares to initiate derivative proceedings against directors or officers. The company also reported the results of its 2026 annual meeting, confirming the election of its director nominees, the ratification of PricewaterhouseCoopers LLP as its independent auditor for fiscal year 2027, and advisory approval of executive compensation. The overwhelming shareholder support for the redomestication, particularly from Class A and Class B common stock holders, underscores the confidence in this transition. Investors should note the new threshold for initiating derivative lawsuits as a key takeaway from the shift in corporate domicile.

Jul 1, 2026 8-K

Material AgreementsFinancial EventsExhibits & Filings

Dell Technologies Inc. 8-K Report, Unregistered Securities Sale (Jun 17, 2026)

Dell Technologies Inc. (DELL) has reported the unregistered sale of equity securities, specifically the conversion of Class B common stock into Class C common stock. Between June 1 and June 12, 2026, a total of 3,438,364 shares of Class C common stock were issued upon the conversion of an equivalent number of Class B shares held by entities affiliated with Silver Lake. This conversion was executed under the company's certificate of incorporation, which allows for one-to-one conversion of Class B into Class C shares, either optionally or automatically upon certain transfers. These issuances were made without registration, in reliance on the Section 3(a)(9) exemption under the Securities Act of 1933. Following these conversions as of June 15, 2026, Dell Technologies had 325,046,693 shares of Class C common stock outstanding and 44,351,394 shares of Class B common stock outstanding. This transaction represents a change in the capital structure regarding share classes but does not alter the total equity value or the dividend and liquidation rights per share, as both classes carry identical rights in these aspects. Investors should note that this is a conversion within existing share classes and not the issuance of new equity to external parties, therefore not diluting ownership percentages for existing holders of Class C stock.

Jun 17, 2026 8-K

Dell Technologies Inc. 8-K Report, Material Agreement (Jun 16, 2026)

Dell Technologies Inc. (DELL) announced on June 16, 2026, through its wholly-owned subsidiaries Dell International L.L.C. and EMC Corporation, the completion of a substantial public offering of senior unsecured notes. The offering comprises $1,000,000,000 of 4.750% Senior Notes due 2031, $750,000,000 of 5.000% Senior Notes due 2034, and $1,250,000,000 of 5.250% Senior Notes due 2037, totaling $3 billion in new debt. These notes are guaranteed jointly and severally by Dell Technologies Inc., Denali Intermediate Inc., and Dell Inc. They are senior unsecured obligations, ranking equally with existing and future senior indebtedness. The offering was made under a shelf registration statement. The covenants within the indenture impose limitations on certain corporate actions, including creating liens, asset disposals, and sale-leaseback transactions, which are customary for investment-grade debt. This issuance provides Dell with significant liquidity and extends its debt maturity profile.

Jun 16, 2026 8-K

Material AgreementsFinancial EventsExhibits & Filings

Dell Technologies Inc. 8-K Report, Corporate Update (Jun 12, 2026)

Dell Technologies Inc. (DELL) announced on June 11, 2026, through an 8-K filing, the execution of an underwriting agreement to issue and sell a significant aggregate principal amount of senior notes across three tranches: $1 billion of 4.750% Senior Notes due 2031, $750 million of 5.000% Senior Notes due 2034, and $1.25 billion of 5.250% Senior Notes due 2037. This move represents a substantial capital raise for the company and its subsidiaries, Dell International L.L.C. and EMC Corporation, who are the issuers of these notes. The notes will be jointly and severally guaranteed by Dell Technologies Inc., Denali Intermediate Inc., and Dell Inc., providing an additional layer of assurance to investors. The net proceeds from this offering are designated for general corporate purposes, which may include the repayment of existing debt. This indicates a potential strategy to optimize Dell's capital structure, possibly by refinancing higher-cost debt or extending its maturity profile. Investors should note that the offering is subject to customary closing conditions and is expected to close on June 16, 2026. The transaction has been registered with the SEC on Form S-3ASR.

Jun 12, 2026 8-K

Dell Technologies Inc. 8-K Report, Material Agreement (Jun 10, 2026)

Dell Technologies Inc. (DELL) announced on June 10, 2026, the entry into a new senior unsecured revolving credit facility. This new facility, totaling $6 billion, replaces an existing credit agreement which has been fully repaid and terminated. The new credit agreement provides enhanced financial flexibility for Dell International L.L.C. and EMC Corporation, with a maturity date of June 10, 2031. This strategic move allows the company to access significant liquidity for general corporate purposes, signaling a commitment to operational strength and potential future investments. The flexibility in borrowing rates, tied to the Company's credit ratings, and the ability to repay voluntarily without penalty, are key features designed to optimize financing costs and capital management. Investors can view this as a positive step in maintaining a robust liquidity position.

Jun 10, 2026 8-K

Dell Technologies Inc. 8-K Report, Financial Results (May 28, 2026)

Dell Technologies reported record fiscal Q1 2027 results (quarter ended May 1, 2026), with revenue of $43.8 billion, up 88% year over year, and GAAP diluted EPS of $5.24, up 282%. Growth was driven almost entirely by Infrastructure Solutions Group (ISG), where revenue rose 181% to $29.0 billion, including $16.1 billion of AI-optimized server revenue (up 757%). Client Solutions Group (CSG) grew a more modest 17% to $14.6 billion. Non-GAAP diluted EPS was $4.86, up 214%. Operating income was $3.7 billion on a GAAP basis (8.3% margin) and $4.2 billion on a non-GAAP basis (9.7% margin). Operating cash flow was a record $4.1 billion for a first quarter, and the company returned $2.1 billion to shareholders through buybacks and dividends. Management raised its full-year FY27 outlook. Revenue is now expected at $165-169 billion (midpoint $167 billion, up about 47%), with AI-optimized server revenue of roughly $60 billion. Second-quarter revenue guidance is $44.0-45.0 billion, with non-GAAP EPS of $4.80 at the midpoint and GAAP EPS of $4.48. Full-year non-GAAP EPS guidance is $17.90 and GAAP EPS guidance is $17.31. Investors should weigh several points. Gross margin compressed sharply, to 17.8% GAAP from 21.1% a year earlier, as lower-margin AI server mix grew faster than the business overall. Accounts payable rose to $45.3 billion from $33.6 billion, and receivables and inventory also increased significantly, so working capital is absorbing a large share of growth. GAAP EPS also benefited from a $631 million fair value gain on equity investments, which management excludes from non-GAAP EPS. Finally, the revenue guidance implies average quarterly revenue of roughly $39 billion in the second half of FY27, below the Q1 and Q2 run rate, which warrants scrutiny of the cadence and durability of AI demand.

May 28, 2026 8-K

Dell Technologies Inc. 8-K Report, Unregistered Securities Sale (Apr 20, 2026)

Dell Technologies Inc. (DELL) filed an 8-K to report the unregistered sale of equity securities, specifically the conversion of Class B common stock into Class C common stock by SL SPV-2, L.P. and various Silver Lake Partners entities. A total of 4,237,699 shares of Class C common stock were issued upon conversion of an equal number of Class B shares on multiple dates between March 2, 2026, and April 16, 2026. This conversion activity, involving significant holders of Class B stock, results in an updated share count, with 325,654,621 shares of Class C common stock and 47,789,758 shares of Class B common stock outstanding as of April 17, 2026. The report clarifies that these conversions were made without registration under the Securities Act of 1933, relying on an exemption, and notes that future conversions are also expected to follow this exemption. Investors should note that Class B and Class C shares have equivalent dividend and liquidation rights, implying no immediate change in economic rights for these converted shares.

Apr 20, 2026 8-K

Dell Technologies Inc. 8-K Report, Financial Results (Feb 26, 2026)

Dell Technologies reported record fiscal 2026 fourth-quarter and full-year results for the periods ended January 30, 2026, driven overwhelmingly by AI infrastructure demand. Q4 revenue rose 39% year over year to $33.4 billion, GAAP diluted EPS rose 57% to $3.37, and non-GAAP diluted EPS rose 45% to $3.89. For the full year, revenue grew 19% to a record $113.5 billion, GAAP diluted EPS rose 36% to $8.68, non-GAAP diluted EPS rose 27% to $10.30, and cash flow from operations reached a record $11.2 billion. The Infrastructure Solutions Group (ISG) was the engine of growth, with Q4 AI-optimized server revenue of $9.0 billion (up 342%) and quarterly ISG revenue up 73%. The Client Solutions Group (CSG) grew more modestly, with full-year operating income down 5%, and Q4 consumer revenue flat year over year. Management cited a record backlog of $43 billion heading into FY27. Looking forward, Dell guided FY27 revenue to $138–142 billion (midpoint $140 billion, up 23%), with AI-optimized server revenue of roughly $50 billion (up 103%). Midpoint GAAP diluted EPS is guided to $11.52 (up 33%) and non-GAAP diluted EPS to $12.90 (up 25%). First-quarter FY27 guidance calls for revenue of $34.7–35.7 billion (up 51% at midpoint) and non-GAAP EPS of $2.90 at the midpoint (up 87%). The company also raised its quarterly cash dividend by 20% and increased its share repurchase authorization by $10 billion, signaling confidence in sustained cash generation. Investors should weigh the strong growth against the concentration of that growth in lower-margin AI server sales: gross margin fell to 20.0% for the year from 22.2%, and Q4 operating margin of 9.3% was slightly above the prior year's level, but the mix shift is pressuring margins. Balance sheet items also warrant attention, including total stockholders' deficit of $(2.5) billion, a sharp rise in accounts payable to $33.6 billion, and total debt of roughly $31.5 billion.

Feb 26, 2026 8-K

Dell Technologies Inc. 8-K Report, Financial Results (Nov 25, 2025)

Dell Technologies reported fiscal Q3 2026 (quarter ended October 31, 2025) results that were record-setting on revenue and profitability, driven almost entirely by its Infrastructure Solutions Group (ISG) and AI server demand. Revenue rose 11% year over year to a record $27.0 billion, GAAP diluted EPS rose 39% to $2.28, and non-GAAP diluted EPS rose 17% to $2.59. ISG revenue grew 24% to a record $14.1 billion, with Servers and Networking up 37% to $10.1 billion, while Client Solutions Group (CSG) revenue grew 3% to $12.5 billion with flat operating income. Management reported record Q3 AI server orders of $12.3 billion, $30 billion in AI orders year to date, and an $18.4 billion backlog. Management raised full-year FY26 guidance: revenue of $111.2–$112.2 billion (midpoint $111.7 billion, up 17%), AI server shipments of roughly $25 billion (up over 150%), and non-GAAP EPS of $9.92 at the midpoint (up 22%). Fourth-quarter revenue is guided to $31.0–$32.0 billion (midpoint up 32%), with non-GAAP EPS of $3.50 at the midpoint. The company also named David Kennedy permanent CFO and returned $1.6 billion to shareholders in the quarter ($5.3 billion year to date). Investors should weigh the strong AI-driven growth against several watch items visible in the filing: consolidated gross margin fell to 20.7% from 22.0%, Services revenue declined 5%, Storage revenue fell 1%, Consumer revenue fell 7%, and total debt rose meaningfully (short-term debt $7.4 billion and long-term debt $23.8 billion versus $5.2 billion and $19.4 billion at fiscal year-end). Stockholders' deficit widened to $(2.6) billion. Operating cash flow of $1.2 billion in the quarter was down 25%, though nine-month operating cash flow of $6.5 billion was up 65%. Much of the upside depends on the pace of AI server deliveries and their lower-margin mix.

Nov 25, 2025 8-K/A

Dell Technologies Inc. 8-K/A Report, Executive Changes (Nov 25, 2025)

This 8-K/A filing from Dell Technologies Inc. announces the permanent appointment of David Kennedy as the company's Chief Financial Officer (CFO), effective November 24, 2025. Mr. Kennedy has been serving as interim CFO since September 9, 2025, and his appointment follows a period of stabilization in the role. This transition to a permanent CFO is a positive development for operational continuity and strategic financial leadership. In conjunction with his permanent appointment, Mr. Kennedy's compensation has been formalized. This includes an annual base salary of $760,000 and a target annual cash incentive of 100% of his base salary. Additionally, he has been granted $3 million in time-based restricted stock units (RSUs) vesting over three years, aligning his incentives with long-term shareholder value. These arrangements underscore the company's commitment to retaining key financial leadership and incentivizing performance.

Nov 25, 2025 8-K/A

Regulation FDExhibits & Filings

Dell Technologies Inc. 8-K/A Report, Executive Changes (Oct 17, 2025)

This 8-K/A filing from Dell Technologies Inc. provides an update regarding an equity award granted to Richard Troy Sharp following his appointment as Senior Vice President, Corporate Finance and Chief Accounting Officer, effective August 8, 2025. The filing clarifies the terms of this award, which was approved by the Compensation Committee and granted on October 15, 2025. This information is primarily administrative, detailing executive compensation arrangements rather than significant operational or financial performance changes.

Oct 17, 2025 8-K

Dell Technologies Inc. 8-K Report, Regulation FD Disclosure (Oct 7, 2025)

Dell Technologies (DELL) filed an 8-K on October 7, 2025 under Item 7.01 (Regulation FD) to furnish materials from its Securities Analyst Meeting, where management raised its long-term financial framework. The company now targets annual revenue growth of 7-9% (up from 3-4%) and non-GAAP diluted EPS growth of 15% or better (up from 8% or better), with EPS expected to roughly double over the next five years. Net income to adjusted free cash flow conversion remains at 100% or better, and shareholder returns via buybacks and dividends remain above 80% of adjusted free cash flow. The updated framework is a significant step-up in ambition, and the presentation attributes it to AI-driven demand for Dell's infrastructure (ISG), the company's go-to-market engine, supply chain, and services. Management highlighted that ISG revenue reached $55.3B in FY25 and that AI business has grown to roughly $20B in two years. Dell also committed to growing its quarterly dividend 10% or more annually through FY2030, extended from FY2028, and reaffirmed its fiscal 2026 Q3 and full-year guidance issued August 28, 2025. The Client Solutions Group outlook was more measured, with management acknowledging share and consumer challenges and targeting a return to growth there. Investors should weigh that these are long-term targets, not guidance, and that the company itself notes they are subject to board evaluation and approval in several cases. The filing is furnished rather than filed, so it does not carry Section 18 liability. The meaningful signal is management's confidence in AI demand durability and in the cash generation that funds capital returns. The main risks are execution against a much higher growth bar, dependence on AI infrastructure spending cycles, and the lower-margin, more competitive PC business.

Oct 7, 2025 8-K

Material AgreementsFinancial EventsExhibits & Filings

Dell Technologies Inc. 8-K Report, Material Agreement (Oct 6, 2025)

Dell Technologies Inc. (DELL) announced on October 6, 2025, through a Form 8-K filing, the successful completion of a significant public offering of senior notes. The offering raised a total of $4.25 billion across four tranches with varying interest rates and maturity dates: $750 million in 4.150% Senior Notes due 2029, $1.25 billion in 4.500% Senior Notes due 2031, $1.25 billion in 4.750% Senior Notes due 2032, and $1.25 billion in 5.100% Senior Notes due 2036. These notes are senior unsecured obligations of Dell International L.L.C. and EMC Corporation, guaranteed jointly and severally by Dell Technologies Inc., Denali Intermediate Inc., and Dell Inc. This issuance represents a strategic move by Dell to secure long-term financing. The notes are subject to covenants that impose limitations on liens, asset disposals, and sale-leaseback transactions, typical for investment-grade debt. Investors should note that the notes are structurally subordinated to any existing or future indebtedness of subsidiaries that do not guarantee the notes. The filing also details redemption provisions, including make-whole premiums prior to specified dates and par redemption thereafter, as well as a change of control provision that allows holders to require repurchase at 101% of principal if triggered.

Oct 6, 2025 8-K

Leadership ChangesExhibits & Filings

Dell Technologies Inc. 8-K Report, Executive Changes (Oct 2, 2025)

Dell Technologies Inc. (DELL) has filed an 8-K report on October 1, 2025, disclosing a significant one-time performance-based stock option award granted to Chief Operating Officer and Vice Chairman, Jeffrey Clarke. This award, valued at approximately $132.4 million, consists of options to purchase 2.5 million shares of Class C common stock at an exercise price of $141.77 per share. The primary purpose of this award is to recognize Mr. Clarke's leadership and to incentivize his continued dedication to Dell's strategic objectives and long-term shareholder value creation. The performance criteria for the award are tied to achieving specific company market capitalization and free cash flow targets, with a performance period extending until January 31, 2031. Vesting is contingent upon continued employment through March 15, 2031, with provisions for accelerated vesting under specific circumstances like death or disability.

Oct 2, 2025 8-K/A

Dell Technologies Inc. 8-K/A Report, Executive Changes (Oct 2, 2025)

This 8-K/A filing from Dell Technologies Inc. provides an update regarding compensation for David Kennedy, who was appointed interim Chief Financial Officer (CFO) on September 9, 2025. The key development for investors is the approval of an equity award granted to Mr. Kennedy, reflecting the company's commitment to retaining and incentivizing its interim CFO during a critical transition period. This award is intended to align his interests with those of shareholders and encourage long-term performance.

Oct 2, 2025 8-K

Dell Technologies Inc. 8-K Report, Unregistered Securities Sale (Sep 26, 2025)

Dell Technologies Inc. has filed an 8-K report detailing the conversion of Class B common stock into Class C common stock. Specifically, between September 15 and September 22, 2025, the company issued approximately 3.9 million shares of Class C common stock upon conversion of an equivalent number of Class B shares. These conversions were primarily exercised by entities associated with Silver Lake Partners, a significant investor. The report clarifies that these issuances were conducted without registration under the Securities Act of 1933, utilizing the exemption provided by Section 3(a)(9), and no commissions were paid. Following these conversions, Dell's outstanding share count as of September 23, 2025, stands at approximately 338.6 million shares of Class C common stock and 54.8 million shares of Class B common stock. The company's charter allows for voluntary conversions of Class B to Class C stock on a one-to-one basis, as well as automatic conversions under certain transfer conditions. Importantly, both Class B and Class C shares carry equivalent dividend and liquidation rights. Investors should note that this is primarily a housekeeping item related to existing stock structures and does not represent a new equity raise or a change in the company's overall capital structure in terms of value, but rather a shift in share classes.

Sep 26, 2025 8-K

Dell Technologies Inc. 8-K Report, Corporate Update (Sep 23, 2025)

Dell Technologies Inc. (DELL) has announced a significant debt offering through an underwriting agreement filed on September 22, 2025. The company plans to issue and sell a total of $4.5 billion in senior notes across four different tranches, with maturities ranging from 2029 to 2036 and varying interest rates. This move is primarily intended to refinance existing debt, specifically a portion of their 6.020% Senior Notes due 2026. Any remaining proceeds will be allocated to general corporate purposes, which could include further debt repayment. This offering represents a strategic financial maneuver by Dell to optimize its capital structure and potentially lower its overall borrowing costs. Investors should monitor the impact of this new debt on the company's leverage ratios and interest expense. The successful closing of this offering, expected on October 6, 2025, subject to customary conditions, will provide Dell with significant liquidity and a revised debt maturity profile.

Sep 23, 2025 8-K

Dell Technologies Inc. 8-K Report, Executive Changes (Sep 8, 2025)

Dell Technologies Inc. announced a significant leadership change in its finance department via an 8-K filing on September 7, 2025. Chief Financial Officer, Yvonne McGill, will be stepping down from her role effective September 9, 2025. While her departure is amicable and not due to any financial discrepancies or disagreements, Ms. McGill will remain with the company in an advisory capacity to ensure a smooth transition until October 31, 2025. In response to Ms. McGill's departure, the Board of Directors has appointed David Kennedy, Senior Vice President of Global Business Operations, Finance, as the interim Chief Financial Officer, effective September 9, 2025. Mr. Kennedy brings extensive experience, having been with Dell since 1998 in various senior finance and operations roles. The company has also initiated a search for a permanent CFO. Investors should monitor the transition process and the eventual appointment of a permanent successor.

Sep 8, 2025 8-K

Dell Technologies Inc. 8-K Report, Financial Results (Aug 28, 2025)

Dell Technologies reported fiscal Q2 2026 results (quarter ended August 1, 2025) that were strong on the top line and profitability, led by AI server demand. Record revenue of $29.8 billion rose 19% year over year, GAAP operating income rose 27% to $1.8 billion, and GAAP diluted EPS rose 38% to $1.70. Non-GAAP diluted EPS was a record second-quarter $2.32, up 19%. Operating cash flow was $2.5 billion, and the company returned $1.3 billion to shareholders through buybacks and dividends. The growth was driven by Infrastructure Solutions Group (ISG), where revenue rose 44% to a record $16.8 billion. Servers and Networking grew 69% to $12.9 billion, and management said it has shipped $10 billion of AI solutions in the first half of FY26, already exceeding all FY25 shipments. Storage declined 3%. ISG operating margin compressed to 8.8% from 11.0%, so profit growth lagged revenue growth. Client Solutions Group (CSG) was roughly flat, with revenue up 1% to $12.5 billion, Commercial up 2%, and Consumer down 7%. CSG operating income fell 2% and its margin was 6.4%. Management raised its FY26 AI server shipment guidance to $20 billion and guided FY26 revenue to $105.0-$109.0 billion (midpoint $107.0 billion, up 12%). It guided GAAP diluted EPS of $7.98 at the midpoint (up 25%) and non-GAAP EPS of $9.55 (up 17%). For Q3 FY26 it guided revenue of $26.5-$27.5 billion and non-GAAP EPS of $2.45 at the midpoint. Investors should note that GAAP gross margin fell to 18.3% from 21.4%, and the balance sheet shows a shareholder deficit of $(2.8) billion, driven by heavy buybacks and a rise in accounts payable to $27.5 billion. Working capital and debt also increased.

Aug 28, 2025 8-K

Dell Technologies Inc. 8-K Report, Executive Changes (Aug 12, 2025)

Dell Technologies Inc. has filed an 8-K report announcing a key executive change within its finance department. Brunilda (Bruny) Rios has stepped down as Chief Accounting Officer (CAO) and principal accounting officer for personal reasons, effective August 8, 2025. While she is departing this specific role, Ms. Rios will continue her service within the company as a Senior Vice President. Concurrently, Richard Troy Sharp has been appointed as the new Senior Vice President, Corporate Finance and Chief Accounting Officer, also serving as the principal accounting officer, effective the same date. Mr. Sharp, who has been with Dell since 2012 in various accounting and reporting roles, will receive an annual base salary of $368,100 with a target annual bonus of 55% of base salary, pro-rated. Investors should monitor the company's financial reporting and internal controls, as executive transitions in accounting roles can sometimes indicate underlying adjustments or a need for continuity.

Aug 12, 2025 8-K

Dell Technologies Inc. 8-K Report, Unregistered Securities Sale (Jul 16, 2025)

Dell Technologies Inc. (DELL) has filed an 8-K report detailing unregistered sales of equity securities, specifically the conversion of Class B common stock into Class C common stock. Over several dates in June and July 2025, an aggregate of 3,421,793 shares of Class C common stock were issued upon the conversion of an equivalent number of Class B shares held by entities affiliated with Silver Lake. This conversion process is consistent with the company's charter, allowing Class B shareholders to convert their shares on a one-to-one basis, either optionally or automatically upon certain transfers. These transactions were conducted without registration under the Securities Act of 1933, utilizing the exemption under Section 3(a)(9). This indicates a non-public offering or conversion not requiring broad public registration. As of July 11, 2025, Dell's outstanding share count reflects these conversions, with 340,673,002 shares of Class C common stock and 58,946,330 shares of Class B common stock outstanding. Investors should note that Class C and Class B shares carry equivalent dividend and liquidation rights.

Jul 16, 2025 8-K

Shareholder Matters

Dell Technologies Inc. 8-K Report, Shareholder Vote Results (Jul 1, 2025)

Dell Technologies Inc. filed an 8-K on July 1, 2025, reporting the results of its 2025 annual meeting of stockholders held on June 26, 2025. The primary focus of this filing is the voting outcomes on three key proposals presented to shareholders. All director nominees presented for election to the Board of Directors were approved by the requisite majority of votes, indicating continued shareholder confidence in the current board composition and governance. Additionally, shareholders overwhelmingly ratified the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the upcoming fiscal year. The advisory vote on executive compensation also received majority approval. These results suggest a stable operational and governance environment for Dell Technologies, with shareholders supporting the company's leadership and oversight.

Jul 1, 2025 8-K

Material AgreementsFinancial EventsExhibits & Filings

Dell Technologies Inc. 8-K Report, Financial Results (May 29, 2025)

Dell Technologies reported fiscal 2026 first-quarter results (quarter ended May 2, 2025) with revenue of $23.4 billion, up 5% year over year, and operating income of $1.2 billion, up 21%. Non-GAAP operating income rose 10% to $1.7 billion, and non-GAAP diluted EPS grew 17% to $1.55. GAAP diluted EPS was flat at $1.37, and GAAP net income declined 3% to $965 million because of a higher income tax expense and lower net income than the prior year. The quarter's main driver was the Infrastructure Solutions Group (ISG), where revenue rose 12% to $10.3 billion and operating income rose 36%. Servers and networking reached a first-quarter record of $6.3 billion, up 16%, and management cited $12.1 billion in AI orders and $14.4 billion in AI backlog. The Client Solutions Group (CSG) was a weaker spot, with consumer revenue down 19% and CSG operating income down 16%, although commercial revenue grew 9%. Cash generation and capital returns were strong. Operating cash flow was a record first-quarter $2.8 billion, up 168%, and adjusted free cash flow was $2.2 billion. Dell returned $2.4 billion to shareholders through buybacks and dividends. The balance sheet shows some trade-offs: cash rose to $7.7 billion from $3.6 billion, but total debt increased to about $28.8 billion from $24.6 billion, accounts payable rose to $25.3 billion, and total stockholders' equity was negative at $(3.0) billion. Much of the operating cash inflow came from working capital, particularly the increase in payables, so investors may want to assess how sustainable that benefit is. For fiscal 2026, Dell guided to full-year revenue of $101.0 billion to $105.0 billion (about 8% growth at the midpoint), GAAP diluted EPS of $7.99 (up 25%), and non-GAAP diluted EPS of $9.40 (up 15%). Second-quarter revenue is expected at $28.5 billion to $29.5 billion (about 16% growth at the midpoint), with GAAP EPS of $1.85 and non-GAAP EPS of $2.25. The primary forward-looking question is whether AI server demand converts from backlog into revenue at the pace implied by guidance, while consumer weakness and the margin profile of AI hardware remain the key watch items.

May 29, 2025 8-K

Dell Technologies Inc. 8-K Report, Material Agreement (Apr 1, 2025)

Dell Technologies Inc. (DELL) has filed an 8-K report detailing a significant debt offering completed by its wholly-owned subsidiaries, Dell International L.L.C. and EMC Corporation. The company successfully issued a total of $4 billion in senior unsecured notes across four tranches: $1 billion in 4.750% Senior Notes due 2028, $1 billion in 5.000% Senior Notes due 2030, $1 billion in 5.300% Senior Notes due 2032, and $1 billion in 5.500% Senior Notes due 2035. These notes are guaranteed jointly and severally by Dell Technologies Inc., Denali Intermediate Inc., and Dell Inc. This offering represents a strategic move by Dell to secure long-term financing. The notes are senior unsecured obligations, ranking equally with other senior indebtedness of the issuers and structurally subordinated to debt at non-guarantor subsidiaries. Investors should note the various maturity dates and coupon rates, as well as the provisions for redemption, including make-whole premiums before specified dates and a 100% redemption price thereafter. The filing also outlines covenants related to liens, asset dispositions, and sale-leaseback transactions, alongside standard events of default for investment-grade debt.

Apr 1, 2025 8-K

Earnings & ResultsOther EventsExhibits & Filings

Dell Technologies Inc. 8-K Report, Corporate Update (Mar 27, 2025)

Dell Technologies Inc. (DELL) has announced a significant debt offering through an Underwriting Agreement dated March 26, 2025. The company, along with its subsidiaries Dell International L.L.C. and EMC Corporation, will issue and sell a total of $4 billion in aggregate principal amount of senior notes across four tranches: $1 billion in 4.750% Senior Notes due 2028, $1 billion in 5.000% Senior Notes due 2030, $1 billion in 5.300% Senior Notes due 2032, and $1 billion in 5.500% Senior Notes due 2035. The net proceeds from this offering are intended for general corporate purposes, which may include the repayment of existing debt. This move suggests a proactive approach by Dell to manage its capital structure and potentially refinance existing liabilities with new debt at specified interest rates. The offering is backed by guarantees from Dell Technologies Inc., Denali Intermediate Inc., and Dell Inc. and is expected to close on April 1, 2025.

Mar 27, 2025 8-K

Dell Technologies Inc. 8-K Report, Financial Results (Feb 27, 2025)

Dell Technologies reported fiscal 2025 full-year revenue of $95.6 billion (up 8%), GAAP operating income of $6.2 billion (up 15%), and record GAAP diluted EPS of $6.38 (up 39%). Non-GAAP operating income was $8.5 billion (up 8%) and non-GAAP diluted EPS was $8.14 (up 10%). Growth was driven by Infrastructure Solutions Group (ISG), where full-year revenue rose 29% to $43.6 billion on strong AI and traditional server demand. Client Solutions Group (CSG) revenue fell 1% to $48.4 billion and its operating income fell 20%. Cash generation weakened: operating cash flow was $4.5 billion (down 48%) and adjusted free cash flow was $3.1 billion (down 45%). Fourth-quarter revenue was $23.9 billion (up 7%) and GAAP diluted EPS was $2.15 (up 30%). Dell also announced an 18% increase in its annual dividend to an expected $2.10 per share and a $10 billion increase in its share repurchase authorization. For fiscal 2026, management guided to revenue of $101.0 to $105.0 billion (about 8% growth at the midpoint), GAAP diluted EPS of $7.85 (up 23%), and non-GAAP diluted EPS of $9.30 (up 14%). First-quarter fiscal 2026 guidance calls for revenue of $22.5 to $23.5 billion and GAAP diluted EPS of $1.29, which would be down 6% year over year. The filing also discloses a material weakness in internal control over financial reporting, present as of January 31, 2025 and also as of February 2, 2024. Certain non-recurring supplier credits were not recorded or were recorded in the wrong period, relating to employees who support a limited number of suppliers within CSG. As a result, cost of goods sold was overstated by approximately $200 million in fiscal 2024 and $148 million in the nine months ended November 1, 2024. Dell revised prior-period results under SAB 108, concluding the errors were immaterial to prior periods individually but that correcting them in fiscal 2025 would be material to that year. Investors should weigh this control failure and the revisions when assessing the reported earnings trend.

Feb 27, 2025 8-K

Dell Technologies Inc. 8-K Report, Unregistered Securities Sale (Jan 14, 2025)

Dell Technologies Inc. (DELL) filed an 8-K on January 14, 2025, to report on the unregistered sale of equity securities. Specifically, the company disclosed the conversion of 3,991,503 shares of Class B common stock into the same number of Class C common stock shares. These conversions occurred on various dates between December 5, 2024, and January 8, 2025, and were primarily held by entities affiliated with Silver Lake. The filing also clarifies Dell's stock structure, noting that as of January 8, 2025, there were 358,574,323 shares of Class C common stock and 62,368,123 shares of Class B common stock outstanding. The Class B common stock is convertible into Class C common stock on a one-to-one basis, either optionally by the holder or automatically upon certain transfers. This conversion activity is being conducted under an exemption from registration, as provided by Section 3(a)(9) of the Securities Act of 1933.

Jan 14, 2025 8-K

Dell Technologies Inc. 8-K Report, Unregistered Securities Sale (Dec 3, 2024)

Dell Technologies Inc. filed an 8-K to report a significant conversion of Class A common stock to Class C common stock by its founder, Michael Dell. On November 29, 2024, Michael Dell converted 25,000,000 shares of Class A common stock into an equal number of Class C common stock shares. This conversion, while a change in the share class held by the founder, does not alter the total number of shares he beneficially owns and maintains the relative dividend and liquidation rights of the shares. This transaction was conducted without registration under the Securities Act of 1933, utilizing the exemption provided by Section 3(a)(9). Following the conversion, the total outstanding shares of Class C common stock increased, and Michael Dell's beneficial ownership remains substantial, although the breakdown between Class A and Class C shares he directly holds has changed. Investors should note that this is primarily an internal restructuring of share classes held by a major shareholder and not an issuance of new equity or a change in the company's overall financial structure.

Dec 3, 2024 8-K

Material AgreementsFinancial EventsExhibits & Filings

Dell Technologies Inc. 8-K Report, Financial Results (Nov 26, 2024)

Dell Technologies reported fiscal Q3 2025 results (quarter ended November 1, 2024) that showed double-digit top-line growth driven almost entirely by AI-related infrastructure demand. Net revenue rose 10% year over year to $24.4 billion, and diluted GAAP EPS rose 16% to $1.58, while non-GAAP diluted EPS reached $2.15, up 14%. Infrastructure Solutions Group (ISG) revenue grew 34% to $11.4 billion, led by servers and networking, which rose 58% to $7.4 billion. Management said AI server orders reached $3.6 billion in the quarter and the AI pipeline grew more than 50%. The quality of the quarter is more mixed. Client Solutions Group (CSG) revenue fell 1% to $12.1 billion, with consumer revenue down 18%, and CSG operating margin compressed to 5.7% from 7.5%. Consolidated gross margin fell to 21.8% from 23.1%, so EPS growth relied on lower operating expenses (SG&A down 3%) rather than a stronger gross margin. Operating cash flow fell 28% to $1.6 billion, adjusted free cash flow dropped 17% to $716 million, and inventories rose sharply from $3.6 billion at fiscal year-end to $6.7 billion, which bears watching against cash conversion. The balance sheet remains levered with negative total stockholders' equity of $(2.2) billion, short-term debt of $5.6 billion, and long-term debt of $19.4 billion, against $6.6 billion of cash and investments. Note that this filing is a furnished earnings release under Item 2.02, and the forward-looking guidance was discussed on the separate conference call and in the accompanying presentation rather than in this exhibit.

Nov 26, 2024 8-K

Dell Technologies Inc. 8-K Report, Material Agreement (Oct 8, 2024)

Dell Technologies Inc. (DELL) has announced the completion of a public offering of senior unsecured notes, raising a total of $1.5 billion. The offering consisted of $700 million in 4.350% Senior Notes due 2030 and $800 million in 4.850% Senior Notes due 2035. These notes are guaranteed by Dell Technologies Inc. and its subsidiaries Denali Intermediate Inc. and Dell Inc., ranking equally with existing senior indebtedness of the issuers and guarantors. This financing activity suggests Dell is potentially refinancing existing debt, managing its capital structure, or funding ongoing operations and strategic initiatives. Investors should note that the new notes are structurally subordinated to debt at subsidiaries that do not provide guarantees, meaning those entities' creditors would have a prior claim on their assets. The indenture includes customary covenants and events of default, as well as a provision for a change of control repurchase at 101% of principal.

Oct 8, 2024 8-K

Dell Technologies Inc. 8-K Report, Corporate Update (Oct 2, 2024)

On October 1, 2024, Dell Technologies Inc. and its wholly owned subsidiaries Dell International L.L.C. and EMC Corporation entered into an underwriting agreement to issue $1.5 billion of senior unsecured notes in two tranches: $700 million of 4.350% Senior Notes due 2030 and $800 million of 4.850% Senior Notes due 2035. Dell Technologies Inc., Denali Intermediate Inc. and Dell Inc. guarantee the notes on a joint and several basis. The offering was made under an automatic shelf registration on Form S-3, and closing is expected on October 8, 2024. The transaction is primarily a refinancing. Dell plans to use the net proceeds to redeem its 5.850% Senior Notes due 2025 and apply any remaining funds to general corporate purposes, which may include repaying other debt. Pricing was tight relative to Treasuries: the 2030 notes priced at a 99.883% issue price with a 4.376% yield, 85 basis points over the benchmark Treasury, and the 2035 notes priced at 99.646% with a 4.895% yield, 115 basis points over the benchmark. Annual coupon interest on the full issuance is roughly $69 million, and the notes carry Baa2/BBB/BBB ratings. For investors, the deal extends Dell's debt maturity profile and replaces higher-coupon 2025 debt with new issuance, without changing the company's underlying operations or capital structure. The filing contains no new financial results or guidance. Investors should note that Section 3(a) of the underwriting agreement cites purchase prices of 99.383% and 99.046%, which differ from the 99.883% and 99.646% public offering prices in the pricing term sheet and the Item 8.01 description. The pricing term sheet and the arithmetic on gross proceeds ($699.2 million and $797.2 million) support the 99.883% and 99.646% figures, so the Section 3(a) numbers appear to be a drafting inconsistency.

Oct 2, 2024 8-K

Dell Technologies Inc. 8-K Report, Unregistered Securities Sale (Sep 19, 2024)

Dell Technologies Inc. (DELL) has filed an 8-K report detailing a significant conversion of its Class A common stock into Class C common stock held by Michael Dell. Specifically, on September 16 and 17, 2024, approximately 26.5 million shares of Class A common stock were converted into the same number of Class C shares. This transaction effectively adjusted Michael Dell's holdings, though his overall beneficial ownership remains substantial, with the conversion occurring on a one-to-one basis as permitted by the company's charter. This conversion is part of a standing provision that allows for the conversion of Class A shares to Class C shares, either at the holder's discretion or automatically under certain transfer conditions. The Class C common stock carries identical dividend and liquidation rights to Class A shares, meaning this structural change primarily impacts the share class distribution rather than the underlying economic rights for shareholders. The issuance of these shares was conducted without registration, relying on an exemption from the Securities Act of 1933.

Sep 19, 2024 8-K

Dell Technologies Inc. 8-K Report, Financial Results (Aug 29, 2024)

Dell Technologies reported second-quarter fiscal 2025 results (quarter ended August 2, 2024) with revenue of $25.0 billion, up 9% year over year. The growth was driven by the Infrastructure Solutions Group (ISG), which posted record revenue of $11.6 billion, up 38%. Servers and networking revenue reached a record $7.7 billion, up 80%, with management citing demand for AI-optimized servers of $3.2 billion in the quarter, up 23% sequentially, and a backlog of $3.8 billion. Client Solutions Group (CSG) revenue fell 4% to $12.4 billion, with consumer revenue down 22% and commercial revenue flat at $10.6 billion. Profitability showed a sharper divergence between GAAP and non-GAAP measures. GAAP diluted EPS rose 86% to $1.17, but this was helped by a much lower income tax rate of 15.0% versus 36.3% a year earlier. Non-GAAP diluted EPS grew 9% to $1.89, and non-GAAP operating income rose 3% to $2.0 billion. Gross margin compressed to 21.2% from 23.5%, reflecting a mix shift toward lower-margin server and storage products. Operating cash flow fell 58% to $1.3 billion, and adjusted free cash flow declined to $1.28 billion, with inventory and payables both rising sharply on the balance sheet. The company returned about $1.0 billion to shareholders through buybacks and dividends and ended the quarter with $6.0 billion in cash and investments. Forward guidance was not included in this filing and was reserved for the accompanying conference call.

Aug 29, 2024 8-K

Dell Technologies Inc. 8-K Report, Unregistered Securities Sale (Jul 12, 2024)

Dell Technologies Inc. (DELL) filed an 8-K report on July 12, 2024, detailing the unregistered sale of equity securities. Specifically, the company issued an aggregate of 5,645,560 shares of its Class C common stock upon the conversion of an equivalent number of Class B common stock shares. These conversions occurred on various dates between June 18 and July 9, 2024, primarily involving entities related to Silver Lake, a significant investor in Dell. The conversions were conducted without registration under the Securities Act of 1933, relying on the Section 3(a)(9) exemption. This transaction does not appear to involve new capital infusion but rather a restructuring of existing equity held by major stakeholders. Following these conversions, Dell's outstanding share count has been adjusted, with 312,686,669 shares of Class C common stock and 66,359,626 shares of Class B common stock outstanding as of July 9, 2024. The Class B common stock holders retain the right to convert their shares into Class C common stock on a one-to-one basis, with automatic conversion triggered under certain transfer circumstances. Both share classes carry identical dividend and liquidation rights, suggesting this conversion is largely administrative or strategic for the converting entities, without immediate impact on the company's overall financial structure or control dynamics.

Jul 12, 2024 8-K

Shareholder Matters

Dell Technologies Inc. 8-K Report, Shareholder Vote Results (Jul 2, 2024)

Dell Technologies Inc. filed an 8-K on July 1, 2024, detailing the results of its 2024 annual meeting of stockholders held on June 27, 2024. The key information for investors revolves around the shareholder votes on various proposals, including the election of directors, ratification of the independent auditor, advisory vote on executive compensation, and two shareholder proposals. All director nominees were elected, and the appointment of PricewaterhouseCoopers LLP as the independent auditor was ratified, providing continuity in financial oversight. The advisory vote on executive compensation received majority support, indicating shareholder confidence in the company's compensation practices. However, two shareholder proposals, one regarding donation disclosure and another concerning DEI reporting, were not approved by the majority of votes cast.

Jul 2, 2024 8-K

Dell Technologies Inc. 8-K Report, Unregistered Securities Sale (Jun 10, 2024)

Dell Technologies Inc. (DELL) filed an 8-K on June 10, 2024, reporting on the unregistered sale of equity securities primarily related to the conversion of Class B common stock to Class C common stock by Silver Lake entities. Specifically, on April 4, June 3, and June 4, 2024, an aggregate of 4,288,259 shares of Class C common stock were issued upon conversion of an equal number of Class B common stock shares held by various Silver Lake entities. These conversions were conducted without registration under the Securities Act of 1933, relying on the exemption provided by Section 3(a)(9). This filing provides an update on the company's share structure, reflecting changes in the outstanding Class B and Class C common stock. As of June 4, 2024, Dell had 309,036,606 shares of Class C common stock and 72,005,186 shares of Class B common stock outstanding. The report clarifies that holders of Class B common stock have the right to convert their shares into Class C common stock on a one-to-one basis, both optionally and automatically under certain conditions. Investors should note that the conversion process does not involve any commissions and is expected to continue to rely on the same registration exemption for future conversions.

Jun 10, 2024 8-K

Dell Technologies Inc. 8-K Report, Financial Results (May 30, 2024)

Dell Technologies reported first quarter fiscal 2025 results (quarter ended May 3, 2024) with revenue of $22.2 billion, up 6% year over year, driven by its Infrastructure Solutions Group (ISG). ISG revenue rose 22% to $9.2 billion, with servers and networking reaching a record $5.5 billion, up 42%, while Client Solutions Group (CSG) revenue was flat at $12.0 billion, with commercial client up 3% and consumer down 15%. Management highlighted AI-optimized server orders of $2.6 billion, shipments of $1.7 billion (up more than 100%), and backlog of $3.8 billion (up more than 30%) as evidence of accelerating AI demand. Profitability was weaker. GAAP operating income fell 14% to $920 million and operating margin contracted to 4.1% from 5.1%, as gross margin declined to 21.6% from 24.0%. Non-GAAP operating income declined 8% to $1.5 billion, and non-GAAP diluted EPS fell 3% to $1.27. GAAP diluted EPS rose 67% to $1.32, but this was largely due to a favorable income tax benefit of $408 million, not operating improvement. Cash flow from operations fell 41% to $1.0 billion, and free cash flow declined 58% to $457 million. Adjusted free cash flow was $623 million, down 9%. On the balance sheet, Dell ended the quarter with $7.3 billion in cash and investments and returned $1.1 billion to shareholders through buybacks and dividends. Total stockholders' equity remained negative at $(2.7) billion, and total debt was roughly $25.5 billion, reflecting the company's leveraged capital structure. Investors will be focused on whether the ISG AI momentum can offset margin pressure in both segments and on the cash flow trajectory going forward.

May 30, 2024 8-K

Material AgreementsFinancial EventsExhibits & Filings

Dell Technologies Inc. 8-K Report, Unregistered Securities Sale (Mar 26, 2024)

This Form 8-K, filed March 26, 2024, is a routine disclosure under Item 3.02 (Unregistered Sales of Equity Securities). Between March 13 and March 21, 2024, Dell Technologies issued 5,139,967 shares of Class C common stock to Silver Lake entities upon the one-for-one conversion of an equal number of Class B common stock they held. No cash was received and no commission was paid, so the transaction does not affect Dell's cash position, earnings, or capital allocation. The main investor consideration is equity structure rather than financial performance. Class C shares are publicly traded and carry the same dividend and liquidation rights as Class B shares, so the economic interest of Silver Lake is unchanged. As of March 18, 2024, Dell had 305,216,717 Class C shares outstanding. The conversions represent about 1.7% of that figure, a modest increase in the publicly held float. Investors who track Silver Lake's holdings or Dell's dual-class voting structure should note that converting Class B shares reduces the voting weight held by the Silver Lake group. The filing itself does not quantify voting power, so that conclusion should be checked against Dell's charter and proxy materials. The filing also states that future conversions of Class B into Class C are expected to be made under the same Section 3(a)(9) registration exemption. Silver Lake therefore retains the right to convert remaining Class B shares at any time, which could add further Class C shares to the float over time. This is a recurring disclosure pattern for Dell's dual-class structure and does not signal a change in the company's operating outlook.

Mar 26, 2024 8-K

Dell Technologies Inc. 8-K Report, Material Agreement (Mar 18, 2024)

Dell Technologies Inc. (DELL) announced on March 18, 2024, the completion of a public offering of $1 billion in aggregate principal amount of 5.400% Senior Notes due 2034. These notes are issued by wholly-owned subsidiaries Dell International L.L.C. and EMC Corporation, and are guaranteed by Dell Technologies Inc., Denali Intermediate Inc., and Dell Inc. The issuance of these senior unsecured notes diversifies Dell's debt maturity profile and provides capital. The notes carry a semi-annual interest rate of 5.400% and mature on April 15, 2034. Investors should note the provisions for early redemption, including a "make-whole" premium before January 2034 and a 100% redemption price thereafter. A change of control triggering event would allow noteholders to require repurchase at 101% of the principal amount.

Mar 18, 2024 8-K

Dell Technologies Inc. 8-K Report, Unregistered Securities Sale (Mar 7, 2024)

Dell Technologies Inc. (DELL) has filed an 8-K report detailing significant issuances of Class C common stock on March 3rd, 4th, and 5th, 2024. These issuances, totaling over 30 million shares, were primarily a result of conversions from Class A and Class B common stock held by major stakeholders, including Silver Lake Funds and CEO Michael S. Dell. These conversions were executed in connection with distributions and planned open-market sales by these parties, as disclosed in their respective SEC filings. The report clarifies that these conversions are part of the established rights under Dell's certificate of incorporation, allowing for one-to-one conversion of Class A and Class B shares into Class C shares. This mechanism is also triggered upon certain transfers. The Class C shares carry identical dividend and liquidation rights to the Class A and B shares, indicating no change in fundamental economic rights for these converted shares. The issuances were made without registration, relying on an exemption under the Securities Act of 1933, and it is expected that future conversions will follow the same exemption.

Mar 7, 2024 8-K

Dell Technologies Inc. 8-K Report, Corporate Update (Mar 6, 2024)

On March 4, 2024, Dell Technologies Inc. (through its subsidiaries Dell International L.L.C. and EMC Corporation, with Dell Technologies Inc., Denali Intermediate Inc. and Dell Inc. as guarantors) entered into an underwriting agreement to issue $1.0 billion of 5.400% Senior Notes due April 15, 2034. The notes priced at 99.802% of par, implying a yield to maturity of 5.425% and a spread of T+120 basis points over the 4.000% UST due February 15, 2034. Ratings assigned to the notes are Baa2 / BBB / BBB from Moody's, S&P and Fitch. Closing is expected March 18, 2024, subject to customary conditions. The company intends to use the net proceeds to redeem a portion of its 6.020% Senior Notes due 2026. Because the proceeds are directed at refinancing higher-coupon debt, the transaction is best read as a liability-management step that swaps 2026 paper for longer-dated, lower-coupon paper rather than as new leverage or a signal of incremental borrowing needs. The filing does not disclose the amount of the 2026 notes to be redeemed, so the net change in total debt cannot be determined from this document alone. Investors should note the notes are senior unsecured obligations jointly and severally guaranteed by Dell Technologies Inc., Denali Intermediate and Dell Inc., and that they are sold under an automatic shelf registration (File No. 333-269159) on Form S-3. The agreement includes customary change-of-control provisions requiring an offer at 101% of principal, make-whole redemption at T+20 bps before January 15, 2034, and par call thereafter. The 8-K itself is a transactional disclosure with no new operating results or guidance.

Mar 6, 2024 8-K

Dell Technologies Inc. 8-K Report, Financial Results (Feb 29, 2024)

Dell Technologies reported fiscal 2024 fourth-quarter and full-year results (quarter ended February 2, 2024), with revenue declining sharply year over year but profitability and cash generation holding up better than the top line suggests. Q4 revenue was $22.3 billion, down 11% year over year, while GAAP operating income rose 25% to $1.5 billion and GAAP diluted EPS nearly doubled to $1.59. Full-year revenue fell 14% to $88.4 billion, GAAP operating income fell 10% to $5.2 billion, and non-GAAP operating income fell 11% to $7.7 billion. Full-year cash flow from operations rose to $8.7 billion from $3.6 billion, and free cash flow improved to $5.9 billion from $0.6 billion, helped by lower capital spending and working capital release. Management also reached its 1.5x core leverage target, reduced total debt, and raised the annual dividend 20% to $1.78 per share. The segment picture is mixed. Infrastructure Solutions Group revenue fell 12% for the year, but Q4 revenue rose 10% sequentially, driven by AI-optimized server orders that management said rose nearly 40% sequentially, with AI server backlog nearly doubling to $2.9 billion. Client Solutions Group revenue fell 16% for the year and 12% in Q4, with consumer demand weaker than commercial. Gross margin in Q4 improved to 23.8% from 23.0%, and operating margin rose to 6.7% from 4.7%, reflecting lower operating expenses, especially SG&A, which fell 18% in the quarter. Investors should weigh the strong cash return and balance sheet deleveraging against continued top-line contraction in the core PC and traditional server businesses. The dividend increase and debt reduction signal management confidence in cash flow durability, while the AI server backlog is the key growth signal to watch heading into fiscal 2025. The filing furnishes the press release under Item 2.02 and does not include forward-looking guidance, which management discussed separately on the earnings call.

Feb 29, 2024 8-K

Material Agreements

Dell Technologies Inc. 8-K Report, Agreement Terminated (Jan 30, 2024)

Dell Technologies Inc. (DELL) has announced the termination of its Commercial Framework Agreement with VMware, Inc., effective 60 days after a notice delivered on January 25, 2024. This termination was triggered by the Change in Control of VMware, which occurred following Broadcom Inc.'s acquisition of VMware LLC on November 22, 2023. The agreement governed significant commercial activities, including Dell's role as a distributor for VMware products and services, and joint go-to-market strategies.

Jan 30, 2024 8-K

Dell Technologies Inc. 8-K Report, Unregistered Securities Sale (Jan 18, 2024)

Dell Technologies Inc. has filed an 8-K report detailing the unregistered issuance of Class C common stock upon the conversion of Class B common stock held by Silver Lake Funds. These conversions, occurring on January 12 and January 16, 2024, involved a total of approximately 4.58 million shares and were executed under the terms of the company's certificate of incorporation, allowing for one-to-one conversion of Class B to Class C shares. The company is relying on the Section 3(a)(9) exemption from registration under the Securities Act of 1933 for these transactions. This event primarily relates to the internal restructuring and potential distributions or sales of shares by the Silver Lake Funds to their participants. For investors, this filing signifies a change in the composition of Dell's outstanding shares, specifically an increase in Class C common stock due to these conversions. While the total number of outstanding shares of Class C common stock before these conversions was approximately 262.22 million, the exact post-conversion total is not explicitly stated but would be an increase of the shares converted. The conversion right is a standard feature for Class B shareholders, and the Class C shares carry equivalent dividend and liquidation rights.

Jan 18, 2024 8-K