Dell Technologies Inc. 8-K

What Happened

• Dell Technologies Inc. filed an 8-K reporting that between June 1 and June 12, 2026 it issued an aggregate of 3,438,364 shares of Class C common stock upon conversion of the same number of Class B shares held 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.
• The conversions were effected on a one-for-one basis under the company’s certificate of incorporation. As of June 15, 2026, after these conversions, Dell reported 325,046,693 shares of Class C common stock outstanding and 44,351,394 shares of Class B common stock outstanding.
• The Class C shares issued in these transactions were issued without registration under the Securities Act of 1933, relying on the exemption in Section 3(a)(9). No commission or other remuneration was paid in connection with the exchanges.

Key Details

• 3,438,364 shares of Class C common stock issued on conversion of an equal number of Class B shares (June 1–12, 2026).
• Converting holders: 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.; Silver Lake Technology Investors V, L.P.
• Post-conversion outstanding shares (as of June 15, 2026): 325,046,693 Class C; 44,351,394 Class B.
• Legal basis: issuance relied on Section 3(a)(9) exemption from registration; company expects future similar conversions to use the same exemption.

Why It Matters

• This filing documents a material change in the mix of Dell’s publicly outstanding share classes (more Class C shares, fewer Class B shares) while keeping rights tied to dividend and liquidation parity (the filing states each Class C share bears the same dividend and liquidation rights as one Class B share).
• For investors, the change alters the distribution between Class B and Class C stock on the company’s cap table; the filing does not register the exchange because Section 3(a)(9) permits unregistered transfers in these circumstances.
• Monitor future 8-Ks for additional conversions if holders continue to convert or transfers trigger automatic conversion, since those will similarly change class composition without registration.