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Dell Technologies logoDell Technologies DELL

Dell said it issued 3,421,793 shares of Class C common stock from June 9, 2025 to July 10 across six dates, converting the same number of Class B common stock shares.

8-KUnregistered Sales of Equity SecuritiesFiled Period of report Summary published (UTC)

Key points

AI summary
  1. Dell said it issued 3,421,793 shares of Class C common stock from June 9, 2025 to July 10 across six dates, converting the same number of Class B common stock shares.

  2. The company said the converted Class B shares were held by SL SPV-SPV-2, L.P. and Silver Lake funds. As of July 11, 2025, there were 340,673,002 shares of Class C and 58,946,330 shares of Class B outstanding.

  3. The company said holders of Class B may convert them into Class C at any time on a 1-to-1 basis under its certificate of incorporation, and that certain transfers trigger automatic conversion. It also said each Class C share carries the same dividend and liquidation rights as a Class B share.

  4. The company said the Class C issuance relied on the exemption from registration under Section 3(a)(9) of the Securities Act of 1933, and that no commission or other remuneration was paid for soliciting the exchange.

Summary

AI-written

Analysis scope · Filing bodyWe analyzed the filing body and confirmed exhibits. This is not a review of other exhibits, investor presentations or the full earnings call.

Issuance of Class C Shares on Conversion of Class B

Dell said it issued 3,421,793 shares of Class C common stock from June 9, 2025 to July 10 across six dates, converting the same number of Class B common stock shares.

Source · Based on the filing body and exhibits

Converting Holders and Shares Outstanding After Conversion

The company said the converted Class B shares were held by SL SPV-SPV-2, L.P. and Silver Lake funds. As of July 11, 2025, there were 340,673,002 shares of Class C and 58,946,330 shares of Class B outstanding.

Source · Based on the filing body and exhibits

Conversion Terms and Share Rights

The company said holders of Class B may convert them into Class C at any time on a 1-to-1 basis under its certificate of incorporation, and that certain transfers trigger automatic conversion. It also said each Class C share carries the same dividend and liquidation rights as a Class B share.

Source · Based on the filing body and exhibits

Registration Exemption and No Commissions Paid

The company said the Class C issuance relied on the exemption from registration under Section 3(a)(9) of the Securities Act of 1933, and that no commission or other remuneration was paid for soliciting the exchange.

Source · Based on the filing body and exhibits

AI summarized the filing and translated the summary into English; it may differ from the original. For reference only, not investment advice. AI translated the published Korean report into English. Figures are copied as filed, not recalculated.

Original filing

The filing as submitted to SEC EDGAR. You can check the figures and statements of this summary against it.

Source: SEC EDGAR (U.S. Securities and Exchange Commission). Item captions are the SEC's. The summary is for reference only and is not investment advice.