01—Abstract
Summary
Summary of the 8-K filed June 17, 2026. Cited figures are marked; the original filing is the authoritative source.
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.
02—Key points
Key Highlights
- Dell Technologies Inc. converted 3,438,364 shares of Class B common stock into Class C common stock between June 1-12, 2026.
- The conversion was made by entities affiliated with Silver Lake, including SL SPV-2, L.P. and various Silver Lake Partners funds.
- The conversion occurred on a one-to-one basis as permitted by the company's certificate of incorporation.
- These issuances were exempt from registration under Section 3(a)(9) of the Securities Act of 1933.
- As of June 15, 2026, Dell has 325,046,693 Class C shares and 44,351,394 Class B shares outstanding.
- Class C and Class B common stock have identical dividend and liquidation rights.
- The conversion represents a shift between share classes and is not expected to dilute existing equity holders.
03—Questions
Frequently Asked Questions
What specific event is being reported in this 8-K filing?
This 8-K filing reports on the unregistered sales of equity securities, specifically the conversion of 3,438,364 shares of Dell Technologies' Class B common stock into Class C common stock by entities affiliated with Silver Lake between June 1 and June 12, 2026.
Does this conversion affect the total number of outstanding shares or dilute existing shareholders?
No, this is a conversion of one class of common stock (Class B) into another class (Class C) on a one-to-one basis. It changes the breakdown of outstanding shares between these two classes but does not increase the total number of outstanding shares or dilute the ownership percentage of existing shareholders.
What is the significance of the Section 3(a)(9) exemption?
The Section 3(a)(9) exemption from the Securities Act of 1933 allows for the exchange of a company's own securities for other of its securities without requiring registration, provided no commission or remuneration is paid for soliciting the exchange. This indicates that the conversion was an internal restructuring rather than a new offering to the public.
What are the rights associated with Class C and Class B common stock?
Both Class C and Class B common stock carry the same dividend and liquidation rights. The primary difference lies in their potential for conversion, with Class B shares having the option to convert into Class C shares, as reported in this filing.
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