Summary
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.
Key Highlights
- 1Dell Technologies Inc. reported the conversion of nearly 4 million shares of Class B common stock into Class C common stock between December 2024 and January 2025.
- 2The conversions were primarily executed by entities affiliated with Silver Lake, a significant investor in Dell.
- 3As of January 8, 2025, Dell has 358,574,323 shares of Class C common stock and 62,368,123 shares of Class B common stock outstanding.
- 4Holders of Class B common stock have the right to convert their shares into Class C common stock on a one-to-one basis at any time.
- 5Automatic conversion of Class B to Class C shares is triggered by certain transfers.
- 6The Class C common stock carries the same dividend and liquidation rights as Class B common stock.
- 7The stock conversions were conducted without registration, in reliance on the Section 3(a)(9) exemption under the Securities Act of 1933.