UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

(Amendment No. 1)

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 5, 2025

______________________

Dell Technologies Inc.

(Exact name of registrant as specified in its charter)

______________________

Delaware

001-37867

80-0890963

(State or other jurisdiction
of incorporation)

(Commission
File Number)

(IRS Employer
Identification No.)


One Dell Way
Round Rock,	Texas	78682
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (800) 289-3355

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class C Common Stock, par value $0.01 per share	DELL	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(c) On September 8, 2025, Dell Technologies Inc. (the “Company”) filed a Current Report on Form 8-K that reported that David Kennedy, who previously served as the Company’s Senior Vice President, Global Business Operations, Finance, was appointed as the Company’s interim Chief Financial Officer, effective as of September 9, 2025.

On September 30, 2025, the Company’s Compensation Committee approved the grant to Mr. Kennedy, effective as of the same date (the “Grant Date”), of an equity award in the form of 10,580 time-based restricted stock units (“RSUs”) that settle in the Company’s Class C common stock. The RSUs will be issued under the Company’s 2023 Stock Incentive Plan and are specified to vest in annual installments of 20%, 30% and 50% over three years, beginning on the first anniversary of the Grant Date.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: October 2, 2025

Dell Technologies Inc.

By:

/s/ Christopher A. Garcia

Christopher A. Garcia
Senior Vice President and Assistant Secretary

(Duly Authorized Officer)

Dell Technologies Inc. 8-K/A