Dell Technologies Inc. 8-K

What Happened
Dell Technologies Inc. filed an 8-K on April 20, 2026 reporting that it issued an aggregate of 4,237,699 shares of Class C common stock upon conversion of the same number of Class B shares. The conversions occurred on March 2, March 4, March 17, March 18, March 20, March 23, April 15 and April 16, 2026 and were made by SL SPV-2, L.P., Silver Lake Partners IV, L.P., Silver Lake Technology Investors IV, L.P., Silver Lake Partners V DE (AIV), L.P. and Silver Lake Technology Investors V, L.P.

Key Details

• 4,237,699 shares of Class C common stock issued in total.
• As of April 17, 2026, outstanding shares were 325,654,621 Class C and 47,789,758 Class B.
• Conversions are one-for-one (each Class B converts into one Class C) under the company’s certificate of incorporation; some conversions occur automatically on certain transfers.
• Issuances were made without registration under Section 3(a)(9) of the Securities Act; no commission or solicitation fees were paid. The company expects future similar conversions to rely on the same exemption.

Why It Matters
This filing documents a change in the mix of Dell’s outstanding share classes — Class C increased and Class B decreased by the stated amount. For investors, changes in share counts can affect per‑share metrics (like earnings per share) and ownership percentages. The filing also confirms these conversions were processed using a specific registration exemption (Section 3(a)(9)) and that no third‑party fees were paid.