8-KShareholder MattersOther EventsExhibits & Filings

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

Filed July 1, 2026For Securities:DELL

Summary

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.

Key Highlights

  • 1Dell Technologies Inc. has successfully redomesticated its corporate incorporation from Delaware to Texas, effective July 1, 2026.
  • 2Stockholder approval for the redomestication was overwhelmingly positive, with Class A and Class B common stock holders voting unanimously in favor.
  • 3The shift to Texas jurisdiction changes the governing laws for internal corporate affairs from Delaware law to Texas law.
  • 4A significant change in shareholder rights is the introduction of a 3% beneficial ownership threshold required to institute derivative lawsuits against directors or officers.
  • 5The redomestication does not impact Dell's headquarters, business operations, stock symbol (DELL), or existing contractual obligations.
  • 6Existing shares of Class A, B, and C common stock automatically converted to their Texas corporate equivalents without requiring shareholders to exchange certificates.
  • 7The company's 2026 annual meeting also saw the election of directors, ratification of the independent auditor (PwC), and advisory approval of executive compensation.

Frequently Asked Questions

The primary impact is that Dell Technologies Inc. is now a Texas corporation, and its internal affairs will be governed by Texas law instead of Delaware law. This change became effective on July 1, 2026. However, the company's operations, headquarters, and stock listing remain unchanged.

Your existing shares of Dell Technologies Inc. Class A, Class B, and Class C common stock have automatically converted into shares of the new Texas corporation on a one-to-one basis. You do not need to exchange your stock certificates or book-entry entitlements.

While most rights remain the same, a key difference is that under Texas law, a shareholder or group must beneficially own at least 3% of the company's outstanding shares to initiate a derivative proceeding against a director or officer. This is a higher threshold than typically found under Delaware law.

No, the redomestication did not affect Dell's stock symbol. The company's Class C common stock continues to be listed on the New York Stock Exchange and traded under the ticker symbol "DELL."