Dell Technologies Inc. Reports Unregistered Sales of Equity Securities
Summary
On September 15, 17, 18, 19, and 22, 2025, Dell Technologies Inc. issued an aggregate of 3,915,292 shares of Class C common stock. These shares were issued upon the conversion of an equal number of Class B common stock shares held by various Silver Lake entities, including SL SPV-2, L.P. and Silver Lake Partners IV, L.P. The issuance was made without registration, relying on an exemption under Section 3(a)(9) of the Securities Act of 1933, with no commission paid for soliciting the exchange. As of September 23, 2025, the company had 338,646,945 Class C Common Stock and 54,790,897 Class B Common Stock outstanding.
Why It Matters
This conversion of 3,915,292 Class B shares to Class C shares by key institutional holders alters Dell Technologies' capital structure and the composition of its outstanding equity. Investors should note the change in share class distribution and the legal basis for this unregistered issuance, which impacts the total outstanding shares of each class.
Key Quote
“The issuance of the shares of Class C Common Stock pursuant to the foregoing transactions was made without registration in reliance on the exemption from registration under the Securities Act of 1933 afforded by Section 3(a)(9) thereof.”
— From Item 3.02
Filing Details
Reported Items
Additional Information
- CIK Number
- 0001571996
- Filing Date
- Friday, September 26, 2025
- Filing Time
- 12:00 AM UTC
- Form Type
- 8-K
- Materiality Level
- medium
- Sentiment
- neutral