Dell Technologies Inc. Reports Unregistered Sales of Equity Securities
Summary
Dell Technologies Inc. issued an aggregate of 4,237,699 shares of Class C common stock between March 2 and April 16, 2026, upon the conversion of an equal number of Class B common stock shares. These conversions were made by entities including SL SPV-2, L.P., Silver Lake Partners IV, L.P., and Silver Lake Technology Investors V, L.P. * The issuance was made without registration, relying on an exemption under Section 3(a)(9) of the Securities Act of 1933. * No commission or other remuneration was paid for soliciting the exchange of these securities. * As of April 17, 2026, the Company had 325,654,621 shares of Class C Common Stock and 47,789,758 shares of Class B Common Stock outstanding.
Why It Matters
This event is material as it reflects a significant conversion of Class B to Class C common stock, impacting the company's capital structure and the total outstanding shares of each class. The transaction was conducted as an unregistered sale, relying on a specific exemption from registration.
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Key Quote
“As of April 17, 2026, after giving effect to the conversions described above, the Company had 325,654,621 shares of Class C Common Stock outstanding and 47,789,758 shares of Class B Common Stock outstanding.”
— From Item 3.02
Filing Details
Reported Items
Additional Information
- CIK Number
- 0001571996
- Filing Date
- Monday, April 20, 2026
- Filing Time
- 12:00 AM UTC
- Form Type
- 8-K
- Materiality Level
- medium
- Sentiment
- neutral