Dell Technologies said it issued 26,500,000 shares of Class C common stock on September 16, 2024 and September 17 after Michael Dell converted the same number of 26,500,000 Class A common stock shares he held.

1. 01

   Dell Technologies said it issued 26,500,000 shares of Class C common stock on September 16, 2024 and September 17 after Michael Dell converted the same number of 26,500,000 Class A common stock shares he held.

2. 02

   The company said that as of the close of business on September 17, 2024, after giving effect to the conversions, Michael Dell beneficially owned 271,834,081 shares of Class A common stock and 36,912,241 shares of Class C common stock.

3. 03

   The company said it had 333,874,468 shares of Class C common stock outstanding as of September 18, 2024, after giving effect to the conversions. It explained that Michael Dell's beneficial ownership figures exclude 29,890,896 shares of Class A common stock and 1,380,000 shares of Class C common stock held by the Susan Lieberman Dell Separate Property Trust and Susan L. Dell.

4. 04

   The company said holders of Class A common stock may convert their shares into Class C common stock at any time on a 1-for-1 basis, and that each Class C share carries the same dividend and liquidation rights as 1 Class A share. It said the issuance was made in reliance on the exemption from registration under Section 3(a)(9) of the Securities Act of 1933.

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Original filing

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