Dell Technologies Inc.

Our major product categories within CSG include our commercial offerings and consumer offerings.

We are organized into two business units which are also our reportable segments: Infrastructure Solutions Group and Client Solutions Group.

Dell Technologies is a leader in the global technology industry focused on providing broad and innovative technology solutions for the data and artificial intelligence (“AI”) era.

Dell Technologies operates globally in over 170 countries, supported by a world-class organization across key functional areas, including technology and product development, marketing, sales, services, and financing.

We face ongoing product and price competition in all areas of our business from both branded and generic competitors, including companies that specialize in one or more of our product or service lines.

As of January 30, 2026, we had approximately 97,000 employees.

We offer our customers choices that include utility, subscription, as-a-Service, leases, loans and immediate pay models designed to match customers’ consumption and financing preferences.

As a result, our major product categories within ISG are our AI-optimized servers offerings, traditional servers and networking offerings, and storage offerings.

Our major product categories within CSG are our commercial offerings and consumer offerings.

During the third quarter and first nine months of Fiscal 2026, ISG net revenue increased 24% and 28%, respectively, driven primarily by strength in our servers and networking offerings. Servers and networking net revenue increased 37% and 43% during the third quarter and first nine months of Fiscal 2026, respectively.

The Company reports its financial results through two reportable segments which are based on the following business units: Infrastructure Solutions Group (“ISG”) and Client Solutions Group (“CSG”).

We anticipate these actions will result in additional reductions in our overall headcount.

During the third quarter of Fiscal 2026, storage net revenue decreased 1% due to lower demand in our hyper-converged infrastructure offerings largely offset by an increase in our core storage offerings.

During both the third quarter and first nine months of Fiscal 2026, CSG net revenue increased 3%, driven primarily by strength in our commercial offerings, partially offset by our consumer offerings. During both the third quarter and first nine months of Fiscal 2026, commercial net revenue increased 5% primarily due to an increase in units sold and richer configurations, partially offset by a decline in average selling prices. Consumer net revenue decreased 7% during the third quarter of Fiscal 2026, primarily due to mix of configurations.

Class C Common Stock, par value $0.01 per share DELL New York Stock Exchange

During the second quarter and first six months of Fiscal 2026, CSG net revenue increased 1% and 3%, respectively, driven primarily by strength in our commercial offerings, partially offset by lower demand for our consumer offerings.

During the second quarter and first six months of Fiscal 2026, ISG net revenue increased 44% and 30%, respectively, driven primarily by strength in our servers and networking offerings.

Dell Technologies is a leader in the global technology industry that designs, develops, manufactures, markets, sells, and supports a wide range of comprehensive and integrated solutions, products, and services.

We anticipate these actions will result in additional reductions in our overall headcount.

Servers and networking net revenue increased 69% and 47% during the second quarter and first six months of Fiscal 2026, respectively.

During the first quarter of Fiscal 2026, CSG net revenue increased 5%, driven primarily by strength in our commercial offerings, partially offset by lower demand for our consumer offerings.

During the first quarter of Fiscal 2026, ISG net revenue increased 12%, driven primarily by strength in our servers and networking offerings and, to a lesser extent, our storage offerings.

Dell Technologies is a leader in the global technology industry that designs, develops, manufactures, markets, sells, and supports a wide range of comprehensive and integrated solutions, products, and services.

We anticipate these actions will result in additional reductions in our overall headcount.

Storage net revenue increased 6% during the first quarter of Fiscal 2026 primarily due to an increase in our core storage offerings.

Net revenue from sales of servers and networking increased 16% during the first quarter of Fiscal 2026.

Dell Technologies’ Class C common stock is listed on the NYSE under the trading symbol “DELL.”

As a controlled company, Dell Technologies qualifies for exemptions from, and is entitled to elect not to comply with, certain corporate governance requirements under NYSE rules, including the requirement to have a board that is composed of a majority of independent directors and a compensation committee and a nominating/corporate governance committee that are each composed entirely of independent directors, in each case as director independence is defined under NYSE rules.

Dell Technologies is a “controlled company” under NYSE corporate governance standards.

We are organized into two business units which are also our reportable segments: Infrastructure Solutions Group and Client Solutions Group.

ISG enables our customers’ digital transformations with solutions that address AI, machine learning, data analytics, and multicloud environments.

Dell Technologies is a leader in the global technology industry focused on providing broad and innovative technology solutions for the data and artificial intelligence (“AI”) era.

We also face competition from non-traditional IT companies, including large Infrastructure-as-a-Service providers, that often buy their infrastructure directly from original design manufacturers.

We face ongoing product and price competition in all areas of our business from both branded and generic competitors, including companies that specialize in one or more of our product or service lines.

As of January 31, 2025, we had approximately 108,000 employees.

Our major product categories within ISG are our servers and networking offerings and storage offerings.

CSG offers branded PCs, including notebooks, desktops, and workstations and branded peripherals that include displays, docking stations, keyboards, mice, and webcam and audio devices, as well as third-party software and peripherals.

CSG also includes services offerings, such as configuration, support and deployment, and extended warranties.

During the third quarter of Fiscal 2025, CSG net revenue declined 1% primarily due to a decrease in units sold, partially offset by an increase in the average selling prices of our offerings.

During the third quarter and first nine months of Fiscal 2025, ISG net revenue increased 34% and 31%, respectively, driven by strength in our servers and networking offerings. Net revenue from sales of servers and networking increased 58% and 61%, respectively, during the third quarter and first nine months of Fiscal 2025.

The Company has two reportable segments that are based on the following business units: Infrastructure Solutions Group (“ISG”) and Client Solutions Group (“CSG”).

Dell Technologies is a leading global end-to-end technology provider that designs, develops, manufactures, markets, sells, and supports a wide range of comprehensive and integrated solutions, products, and services.

We no longer act as a distributor of Broadcom’s VMware standalone products and services, though we will continue to support customers that have purchased resale offerings sold in prior periods.

During the three months ended November 1, 2024, the Company discontinued remaining offerings under the revolving loan portfolio.

During the second quarter of Fiscal 2025, CSG net revenue decreased 4% primarily due to a decrease in units sold. During the first six months of Fiscal 2025, CSG net revenue decreased 2% as the result of a decrease in the average selling prices of our offerings due to a competitive pricing environment. Commercial net revenue remained flat and increased 1%, respectively, during the second quarter and first six months of Fiscal 2025. During both the second quarter and first six months of Fiscal 2025, commercial net revenue was impacted by an increase in units sold and a decrease in the average selling prices of our commercial offerings. Consumer net revenue decreased 22% and 19%, respectively, during the second quarter and first six months of Fiscal 2025, principally due to a decline in units sold and, to a lesser extent, a decline in the average selling price of our consumer offerings.

During the second quarter and first six months of Fiscal 2025, ISG net revenue increased 38% and 30%, respectively, driven by strength in our servers and networking offerings. Revenue from sales of servers and networking increased 80% and 62%, respectively during the second quarter and first six months of Fiscal 2025. The increase in servers and networking revenue was driven by growth in our AI-optimized server offerings and, to a lesser extent, our traditional server and networking offerings. Storage revenue decreased 5% and 3%, respectively, during the second quarter and first six months of Fiscal 2025, primarily due to a decline in net revenue of our converged and hyper-converged infrastructure offerings.

The Company has two reportable segments that are based on the following business units: Infrastructure Solutions Group (“ISG”) and Client Solutions Group (“CSG”).

As a result of continued strong demand for our AI-optimized servers, we maintained elevated backlog levels for such offerings as we exited the quarter.

Commercial net revenue increased 3% during the first quarter of Fiscal 2025. The increase was primarily due to an increase in units sold which was partially offset by the decrease in the average selling prices of our commercial offerings. Consumer net revenue decreased 15% during the first quarter of Fiscal 2025, principally due to a decline in the average selling price of our consumer offerings.

Demand for AI-optimized servers outpaced the supply of graphics processing units (“GPUs”) for these products, resulting in elevated backlog levels for such offerings as we exited the quarter.

CSG includes offerings designed for commercial and consumer customers. Our CSG portfolio includes branded PCs, including notebooks, desktops, and workstations, branded peripherals, and third-party software and peripherals. CSG also includes services offerings, such as configuration, support and deployment, and extended warranties.

ISG includes our storage, server, and networking offerings. Our comprehensive storage portfolio includes modern and traditional storage solutions, including all-flash arrays, scale-out file, object platforms, hyper-converged infrastructure, and software-defined storage. Our server portfolio includes high-performance general-purpose and AI-optimized servers. Our networking portfolio includes wide area network infrastructure, data center and edge networking switches, and cables and optics.

Revenue from sales of servers and networking increased 42% and storage revenue remained flat during the first quarter of Fiscal 2025.

Dell Technologies’ Class C common stock is listed on the NYSE under the trading symbol “DELL.”

Each share of Class A common stock is entitled to ten votes per share. • Each share of Class B common stock is entitled to ten votes per share. • Each share of Class C common stock is entitled to one vote per share.

ISG enables our customers’ digital transformations with solutions that address AI, machine learning, data analytics, and multicloud environments.

We are organized into two business units which are also our reportable segments: Infrastructure Solutions Group and Client Solutions Group.

CSG offers branded PCs including notebooks, desktops, and workstations and branded peripherals that include displays, docking stations, keyboards, mice, and webcam and audio devices, as well as third-party software and peripherals.

Dell Technologies helps organizations build their digital futures and individuals transform how they work, live, and play.

We also face competition from non-traditional IT companies, including large Infrastructure-as-a-Service providers, that often buy their infrastructure directly from original design manufacturers.

We face ongoing product and price competition in all areas of our business, including from both branded and generic competitors.

We operate in an industry in which there are rapid technological advances in hardware, software, and services offerings.

As of February 2, 2024, we had approximately 120,000 employees.

These actions resulted in a reduction in our overall headcount.

Our server portfolio includes high-performance general-purpose and AI-optimized servers able to run workloads across customers’ IT environments, on-premises and in multicloud and edge environments.

CSG also includes services offerings, such as configuration, support and deployment, and extended warranties.

We offer our customers choices that include as-a-Service, subscription, utility, leases, loans, and immediate pay models designed to match customers' consumption and financing preferences.

Our comprehensive storage portfolio includes modern and traditional storage solutions, including all-flash arrays, scale-out file, object platforms, hyper-converged infrastructure, and software-defined storage.

To meet the growing demand and increasing complexity of our AI-optimized offerings, we have increased our purchases of certain components with suppliers, which has resulted in increased inventory levels, higher purchase obligations, and new working capital dynamics.

Our AI-optimized solutions to date have been purchased primarily by a small number of larger customers and cloud service providers.

To meet the growing demand and increasing complexity of our AI-optimized offerings, we have increased our purchases of certain components with suppliers, which has resulted in increased inventory levels, higher purchase obligations, and new working capital dynamics.

No single customer accounted for more than 10% of the Company’s consolidated net revenue during the fiscal years ended January 31, 2025, February 2, 2024, and February 3, 2023.

While we expect the buyer base for our AI solutions to continue to expand, to date our AI solutions have been purchased primarily by a small number of larger customers and cloud service providers.

Such receivables were $5.4 billion and $3.4 billion as of January 31, 2025 and February 2, 2024, respectively, and primarily consisted of receivables from the Company’s three largest contract manufacturers.

The Company utilizes a limited number of contract manufacturers that assemble a portion of its products.

We maintain several single-source or limited-source supplier relationships, including relationships with third-party software providers, either because multiple sources are not readily available or because the relationships are advantageous due to performance, quality, support, delivery, capacity, or price considerations.

As of January 31, 2025, the Company had purchase obligations of $6.5 billion, of which $5.0 billion was payable within 12 months.

On October 4, 2023, the Company established a new consumer revolving financing program with Comenity Capital Bank, a subsidiary of Bread Financial Holdings, Inc. (“Bread”), under which transactions are originated, owned, serviced, and collected by Bread. Under the agreement, the Company also sold its U.S. consumer revolving customer receivables portfolio for total cash consideration of approximately $390 million resulting in an immaterial gain recognized within the Condensed Consolidated Statements of Income. The Company has no continuing involvement with these receivables, which are serviced by Bread.

As of May 3, 2024 and February 2, 2024, the Company had $1.0 billion and $1.1 billion, respectively, included within Accounts Payable on the Condensed Consolidated Statements of Financial Position representing invoices due to suppliers confirmed as valid under the SCF Program.

Approximately half of ISG revenue is generated by sales to customers in the Americas, with the remaining portion derived from sales to customers in the Europe, Middle East, and Africa region (“EMEA”) and the Asia-Pacific and Japan region (“APJ”).

No single customer accounted for more than 10% of the Company’s consolidated net revenue during the fiscal year ended February 2, 2024, February 3, 2023, and January 28, 2022.

Such receivables were $3.4 billion and $3.3 billion as of February 2, 2024 and February 3, 2023, respectively, and primarily consisted of receivables from the Company’s four largest contract manufacturers.

We also utilize contract manufacturers throughout the world to manufacture or assemble our products under the Dell Technologies brand to provide operational flexibility, achieve cost efficiencies, deliver products faster, better serve our customers, and enhance our supply chain.

In some cases, where multiple sources of supply are not available, we rely on a single source or a limited number of sources of supply if we believe it is advantageous to do so because of performance, quality, support, delivery, capacity, or price considerations.

We purchase materials, supplies, product components, and products from a large number of qualified suppliers.

$1,500,000,000 aggregate principal amount of 5.600% Senior Notes due 2033 (the “2033 Notes”)

$1,000,000,000 aggregate principal amount of 5.900% Senior Notes due 2037 (the “2037 Notes”

The Notes will be guaranteed on a joint and several unsecured basis by the Company, Denali Intermediate Inc. and Dell Inc. (collectively, the “Guarantors”).

The Issuers intend to use the net proceeds from the offering of Notes to repay their outstanding 4.900% First Lien Notes due 2026 and any remaining proceeds for general corporate purposes, which may include the repayment of other debt.

The 2029 Notes will be sold at a public offering price of 99.953% of the aggregate principal amount thereof, the 2031 Notes will be sold at a public offering price of 99.836% of the aggregate principal amount thereof, the 2033 Notes will be sold at a public offering price of 99.475% of the aggregate principal amount thereof and the 2037 Notes will be sold at a public offering price of 99.694% of the aggregate principal amount thereof.

pursuant to which the Issuers agreed to issue and sell to the Underwriters (i) $1,250,000,000 aggregate principal amount of their 5.100% Senior Notes due 2029 (the “2029 Notes”), (ii) $1,250,000,000 aggregate principal amount of their 5.400% Senior Notes due 2031 (the “2031 Notes”), (iii) $1,500,000,000 aggregate principal amount of their 5.600% Senior Notes due 2033 (the “2033 Notes”) and (iv) $1,000,000,000 aggregate principal amount of their 5.900% Senior Notes due 2037 (the “2037 Notes” and, together with the 2029 Notes, the 2031 Notes and the 2033 Notes, the “Notes”), in accordance with the terms and conditions set forth in the Underwriting Agreement.

repayment of the remaining outstanding $0.5 billion principal amount of 6.02% Senior Notes due June 2026;

issuance of $1.0 billion principal amount of 4.75% Senior Notes due July 2031, $0.75 billion principal amount of 5.00% Senior Notes due February 2034, and $1.25 billion principal amount of 5.25% Senior Notes due February 2037, the net proceeds of which the Company intends to use for general corporate purposes, which may include the repayment of debt.

On February 26, 2026, the Company announced that the Board of Directors approved a 20% increase in the quarterly dividend rate to $0.630 per share per fiscal quarter beginning in the first quarter of Fiscal 2027.

On June 10, 2026, the Company entered into a new senior unsecured revolving credit facility (the "revolving credit facility"). The revolving credit facility replaced the Company's prior revolving credit facility entered into in 2021, which was repaid and terminated in connection with the closing of the new facility. The revolving credit facility, which matures on June 10, 2031, provides the Company with revolving commitments in an aggregate principal amount of $6.0 billion for general corporate purposes.

The Notes are unsecured and are guaranteed on a joint and several basis by the Company and its wholly-owned subsidiaries, Denali Intermediate Inc. (“Denali Intermediate”) and Dell Inc. (together with Denali Intermediate and the Company, the “Guarantors”).

The Notes and the note guarantees are structurally subordinated to all of the existing and future indebtedness and other liabilities of subsidiaries of the Issuers, who will not guarantee the Notes.

Interest on the 2034 Notes accrues at a rate of 5.000% per year, payable semi-annually in arrears on February 15 and August 15 of each year, commencing on August 15, 2026.

Interest on the 2037 Notes accrues at a rate of 5.250% per year, payable semi-annually in arrears on February 15 and August 15 of each year, commencing on August 15, 2026.

Interest on the 2031 Notes accrues at a rate of 4.750% per year, payable semi-annually in arrears on January 15 and July 15 of each year, commencing on January 15, 2027.

The 2031 Notes mature on July 15, 2031, the 2034 Notes mature on February 15, 2034 and the 2037 Notes mature on February 15, 2037.

Such note guarantees rank equal in right of payment with all existing and future senior indebtedness of the Guarantors and senior in right of payment to all future subordinated indebtedness of the Guarantors.

Interest on each series of the Notes began accruing on June 16, 2026, the issue date of the Notes.

The Indenture also contains customary events of default and covenants for an issuer of investment grade debt securities.

Prior to (i) June 15, 2031 (the date one month prior to the maturity of the 2031 Notes), in the case of the 2031 Notes, (ii) December 15, 2033 (the date two months prior to the maturity of the 2034 Notes), in the case of the 2034 Notes and (iii) November 15, 2036 (the date three months prior to the maturity of the 2037 Notes), in the case of the 2037 Notes, the Issuers may, on any one or more occasions, redeem some or all of the Notes of such series at a “make-whole” premium, plus accrued and unpaid interest to, but excluding, the redemption date.

If a change of control triggering event occurs, the holders of the Notes may require the Issuers to purchase for cash all or a portion of their Notes at a purchase price equal to 101% of the principal amount of the Notes, plus accrued and unpaid interest to, but excluding, the repurchase date.

The Notes are senior unsecured obligations of the Issuers and rank equal in right of payment with all of the Issuers’ existing and future senior indebtedness and senior in right of payment to all of the Issuers’ future subordinated indebtedness.

On or after (i) June 15, 2031, in the case of the 2031 Notes, (ii) December 15, 2033, in the case of the 2034 Notes and (iii) November 15, 2036, in the case of the 2037 Notes, the Issuers may, on any one or more occasions, redeem some or all of the Notes of such series at a price equal to 100% of the aggregate principal amount of the Notes of such series to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date.

$750,000,000 aggregate principal amount of 5.000% Senior Notes due 2034 (the “2034 Notes”)

The Notes were sold pursuant to a shelf registration statement on Form S-3ASR (File No. 333-296691).

$1,000,000,000 aggregate principal amount of 4.750% Senior Notes due 2031 (the “2031 Notes”)

$1,250,000,000 aggregate principal amount of 5.250% Senior Notes due 2037 (the “2037 Notes” and, together with the 2031 Notes and the 2034 Notes, the “Notes”).

The 2031 Notes will be sold at a public offering price of 99.563% of the aggregate principal amount thereof, the 2034 Notes will be sold at a public offering price of 99.404% of the aggregate principal amount thereof and the 2037 Notes will be sold at a public offering price of 99.259% of the aggregate principal amount thereof.

pursuant to which the Issuers agreed to issue and sell to the Underwriters (i) $1,000,000,000 aggregate principal amount of their 4.750% Senior Notes due 2031 (the “2031 Notes”),

The sale of the Notes has been registered with the Securities and Exchange Commission (the “Commission”) in a registration statement on Form S-3ASR, File No. 333-296691 (the “Registration Statement”).

The Issuers intend to use the net proceeds from the offering of Notes for general corporate purposes, which may include the repayment of debt.

$750,000,000 aggregate principal amount of their 5.000% Senior Notes due 2034 (the “2034 Notes”)

$1,250,000,000 aggregate principal amount of their 5.250% Senior Notes due 2037 (the “2037 Notes”

In connection with the entry into the Credit Agreement, on June 10, 2026, Dell International and EMC repaid all outstanding obligations under the credit agreement, dated as of November 1, 2021, among the Company, Denali Intermediate Inc., Dell Inc., Dell International, EMC, JPMorgan Chase Bank, N.A., as administrative agent, and each of the lenders and other parties from time to time party thereto (the “Existing Credit Agreement”), and terminated all obligations and commitments thereunder.

The base rate is calculated based upon the greatest of the specified prime rate, the specified federal reserve bank rate, or SOFR plus 1%.

The Credit Agreement, which matures on June 10, 2031, provides Dell International and EMC with revolving commitments in an aggregate principal amount of $6,000,000,000 and with a letter of credit sub-facility of up to $500,000,000.

Borrowings under the Credit Agreement may be voluntarily repaid at any time without premium or penalty, other than customary breakage costs.

The margin applicable to SOFR and base rate borrowings varies based upon the Company’s existing credit ratings.

The proceeds of the Loans (under and as defined in the Credit Agreement) will be used by Dell Inc. and its subsidiaries for general corporate purposes.

Borrowings under the Credit Agreement bear interest at a rate per annum equal to an applicable margin plus, at the borrowers’ option, either (a) the specified Secured Overnight Financing Rate (“SOFR”) or (b) a base rate.

which provides for a senior unsecured revolving credit facility.

We spent $1.0 billion and $0.6 billion during the first quarter of Fiscal 2027 and Fiscal 2026, respectively, on property, plant, and equipment and capitalized software development costs. Of total expenditures incurred, funding of assets in a customer contract totaled $0.7 billion and $0.3 billion during the first quarter of Fiscal 2027 and Fiscal 2026, respectively.

During the three months ended May 1, 2026, the Company repaid the remaining outstanding $0.5 billion principal amount of 6.02% Senior Notes due June 2026.

As of May 1, 2026, the Company had no outstanding borrowings under the revolving credit facility.

On February 26, 2026, the Company announced that the Board of Directors approved a 20% increase in the quarterly dividend rate to $0.630 per share per fiscal quarter beginning in the first quarter of Fiscal 2027.

As of January 30, 2026, the Company’s Board of Directors authorized the repurchase of up to $20 billion of Class C Common Stock and on February 26, 2026 authorized an additional $10 billion of Class C Common Stock for repurchase. Following the February 26, 2026 approval, the Company had approximately $15.2 billion of authorized shares remaining for repurchase under the program.

During the three months ended May 1, 2026 and May 2, 2025, the Company repurchased approximately 11 million and 22 million shares of Class C Common Stock for total purchase prices of approximately $1.6 billion and $2.0 billion, respectively.

During the three months ended May 1, 2026, net unrealized gains on non-marketable securities was primarily attributable to an upward observable price adjustment of $0.6 billion related to a single investee.

New financing originations were $2.8 billion and $1.6 billion for the three months ended May 1, 2026 and May 2, 2025, respectively.

We spent $2.6 billion and $2.7 billion during Fiscal 2026 and Fiscal 2025, respectively, on property, plant, and equipment and capitalized software development costs.

the issuance on October 6, 2025 of $0.75 billion principal amount of 4.15% Senior Notes due February 2029, $1.25 billion principal amount of 4.50% Senior Notes due February 2031, $1.25 billion principal amount of 4.75% Senior Notes due October 2032, and $1.25 billion principal amount of 5.10% Senior Notes due February 2036, the proceeds of which were utilized for general corporate purposes and to prepay a portion of the outstanding 6.02% Senior Notes due June 2026

Subsequent to the close of the fiscal year ended January 30, 2026, the Company repaid the remaining outstanding $0.5 billion principal amount of 6.02% Senior Notes due June 2026.

DFS funded $11.9 billion of originations in Fiscal 2026 and as of January 30, 2026 maintains a $14.3 billion global portfolio of financing receivables with a strong credit quality.

As of January 30, 2026, the Company had operating lease obligations of $0.8 billion, with $0.2 billion payable within 12 months.

The outstanding principal amount of our debt increased $6.7 billion to $31.5 billion as of October 31, 2025, driven primarily by an increase in net debt from the issuance of Senior Notes.

On October 5, 2023 and February 27, 2025, the Company’s Board of Directors authorized additional shares for repurchase under the program of $5 billion and $10 billion, respectively. Following the February 27, 2025 approval, the Company had approximately $11.5 billion of authorized shares remaining under the program. During the nine months ended October 31, 2025, the Company repurchased approximately 39 million shares of Class C Common Stock for a total purchase price of approximately $4.2 billion.

New financing originations were $3.1 billion and $1.6 billion for the three months ended October 31, 2025 and November 1, 2024, respectively, and $7.1 billion and $5.9 billion for the nine months ended October 31, 2025 and November 1, 2024, respectively.

On February 27, 2025, the Company announced that the Board of Directors approved an 18% increase in the quarterly dividend rate to $0.525 per share per fiscal quarter beginning in the first quarter of Fiscal 2026.

the issuance of $0.75 billion principal amount of 4.15% Senior Notes due February 2029, $1.25 billion principal amount of 4.50% Senior Notes due February 2031, $1.25 billion principal amount of 4.75% Senior Notes due October 2032, and $1.25 billion principal amount of 5.10% Senior Notes due February 2036, the proceeds of which were utilized for general corporate purposes and to prepay a portion of the outstanding 6.02% Senior Notes due June 2026.

the issuance of $1.0 billion principal amount of 4.75% Senior Notes due April 2028, $1.0 billion principal amount of 5.00% Senior Notes due April 2030, $1.0 billion principal amount of 5.30% Senior Notes due April 2032, and $1.0 billion principal amount of 5.50% Senior Notes due April 2035, the proceeds of which were utilized for general corporate purposes

As of October 31, 2025, the Company had no outstanding borrowings under the revolving credit facility.

If a change of control triggering event occurs, the holders of the Notes may require the Issuers to purchase for cash all or a portion of their Notes at a purchase price equal to 101% of the principal amount of the Notes, plus accrued and unpaid interest to, but excluding, the repurchase date.

The Notes and the note guarantees are structurally subordinated to all of the existing and future indebtedness and other liabilities of any existing and future subsidiaries of the Company that do not guarantee the Notes (other than the Issuers).

Interest on the 2032 Notes accrues at a rate of 4.750% per year, payable semi-annually in arrears on April 6 and October 6 of each year, commencing on April 6, 2026.

The Notes are unsecured and are guaranteed on a joint and several basis by the Company and its wholly-owned subsidiaries, Denali Intermediate Inc. (“Denali Intermediate”) and Dell Inc. (“Dell” and, together with Denali Intermediate and the Company, the “Guarantors”).

Interest on the 2029 Notes accrues at a rate of 4.150% per year, payable semi-annually in arrears on February 15 and August 15 of each year, commencing on February 15, 2026.

Interest on the 2036 Notes accrues at a rate of 5.100% per year, payable semi-annually in arrears on February 15 and August 15 of each year, commencing on February 15, 2026.

On or after (i) January 15, 2029, in the case of the 2029 Notes, (ii) January 15, 2031, in the case of the 2031 Notes, (iii) August 6, 2032, in the case of the 2032 Notes and (iv) November 15, 2035, in the case of the 2036 Notes, the Issuers may, on any one or more occasions, redeem some or all of the Notes of such series at a price equal to 100% of the aggregate principal amount of the Notes of such series to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date.

The Notes are senior unsecured obligations of the Issuers and rank equal in right of payment with all of the Issuers’ existing and future senior indebtedness and senior in right of payment to all of the Issuers’ existing and future subordinated indebtedness.

The Notes were issued pursuant to a Base Indenture, dated as of January 24, 2023 (the “Base Indenture”), among the Issuers, the Guarantors (as defined below) and The Bank of New York Mellon Trust Company, N.A., as trustee (in such capacity, the “Trustee”), as supplemented,

Interest on each series of the Notes began accruing on October 6, 2025, the issue date of the Notes.

Prior to (i) January 15, 2029 (the date one month prior to the maturity of the 2029 Notes), in the case of the 2029 Notes, (ii) January 15, 2031 (the date one month prior to the maturity of the 2031 Notes), in the case of the 2031 Notes, (iii) August 6, 2032 (the date two months prior to the maturity of the 2032 Notes), in the case of the 2032 Notes and (iv) November 15, 2035 (the date three months prior to the maturity of the 2036 Notes), in the case of the 2036 Notes, the Issuers may, on any one or more occasions, redeem some or all of the Notes of such series at a “make-whole” premium, plus accrued and unpaid interest to, but excluding, the redemption date.

Interest on the 2031 Notes accrues at a rate of 4.500% per year, payable semi-annually in arrears on February 15 and August 15 of each year, commencing on February 15, 2026.

The 2029 Notes mature on February 15, 2029, the 2031 Notes mature on February 15, 2031, the 2032 Notes mature on October 6, 2032 and the 2036 Notes mature on February 15, 2036.

$1,250,000,000 aggregate principal amount of 5.100% Senior Notes due 2036 (the “2036 Notes” and, together with the 2029 Notes, the 2031 Notes and the 2032 Notes, the “Notes”)

$1,250,000,000 aggregate principal amount of 4.500% Senior Notes due 2031 (the “2031 Notes”)

$750,000,000 aggregate principal amount of 4.150% Senior Notes due 2029 (the “2029 Notes”)

$1,250,000,000 aggregate principal amount of 4.750% Senior Notes due 2032 (the “2032 Notes”)

No commission or other remuneration was paid or given directly or indirectly for soliciting the exchange of such securities.

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.

It is expected that the issuance of any additional shares of Class C Common Stock upon any future optional or automatic conversion of shares of Class B Common Stock also will be made without registration in reliance on the exemption from registration under the Securities Act of 1933 afforded by Section 3(a)(9) thereof.

The 2029 Notes will be sold at a public offering price of 99.961% of the aggregate principal amount thereof, the 2031 Notes will be sold at a public offering price of 100.000% of the aggregate principal amount thereof, the 2032 Notes will be sold at a public offering price of 99.717% of the aggregate principal amount thereof and the 2036 Notes will be sold at a public offering price of 99.633% of the aggregate principal amount thereof.

pursuant to which the Issuers agreed to issue and sell to the Underwriters (i) $750,000,000 aggregate principal amount of their 4.150% Senior Notes due 2029 (the “2029 Notes”), (ii) $1,250,000,000 aggregate principal amount of their 4.500% Senior Notes due 2031 (the “2031 Notes”), (iii) $1,250,000,000 aggregate principal amount of their 4.750% Senior Notes due 2032 (the “2032 Notes”) and (iv) $1,250,000,000 aggregate principal amount of their 5.100% Senior Notes due 2036 (the “2036 Notes” and, together with the 2029 Notes, the 2031 Notes and the 2032 Notes, the “Notes”), in accordance with the terms and conditions set forth in the Underwriting Agreement.

The Issuers intend to use the net proceeds from the offering of Notes to redeem a portion of their outstanding 6.020% Senior Notes due 2026, and any remaining proceeds for general corporate purposes, which may include the repayment of other debt.

The outstanding principal amount of our debt increased $4.1 billion to $28.9 billion as of August 1, 2025, driven primarily by an increase in net debt from the issuance of Senior Notes.

During the six months ended August 1, 2025, the Company issued $1.0 billion principal amount of 4.75% Senior Notes due April 2028, $1.0 billion principal amount of 5.00% Senior Notes due April 2030, $1.0 billion principal amount of 5.30% Senior Notes due April 2032, and $1.0 billion principal amount of 5.50% Senior Notes due April 2035.

On October 5, 2023 and February 27, 2025, the Company’s Board of Directors authorized additional shares for repurchase under the program of $5 billion and $10 billion, respectively. Following the February 27, 2025 approval, the Company had approximately $11.5 billion of authorized shares remaining under the program.

During the six months ended August 1, 2025, the Company repurchased approximately 30 million shares of Class C Common Stock for a total purchase price of approximately $2.9 billion.

On February 27, 2025, the Company announced that the Board of Directors approved an 18% increase in the quarterly dividend rate to $0.525 per share per fiscal quarter beginning in the first quarter of Fiscal 2026.

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.

It is expected that the issuance of any additional shares of Class C Common Stock upon any future optional or automatic conversion of shares of Class B Common Stock also will be made without registration in reliance on the exemption from registration under the Securities Act of 1933 afforded by Section 3(a)(9) thereof.

On October 5, 2023 and February 27, 2025, the Company’s Board of Directors authorized additional shares for repurchase under the program of $5 billion and $10 billion, respectively.

On February 27, 2025, the Company announced that the Board of Directors approved an 18% increase in the quarterly dividend rate to $0.525 per share per fiscal quarter beginning in the first quarter of Fiscal 2026.

During the three months ended May 2, 2025, the Company issued $1.0 billion principal amount of 4.75% Senior Notes due April 2028, $1.0 billion principal amount of 5.00% Senior Notes due April 2030, $1.0 billion principal amount of 5.30% Senior Notes due April 2032, and $1.0 billion principal amount of 5.50% Senior Notes due April 2035. The Company utilized the net proceeds of the issuance for general corporate purposes.

During the three months ended May 2, 2025, the Company repurchased approximately 22 million shares of Class C Common Stock for a total purchase price of approximately $2.0 billion.

The 2028 Notes mature on April 1, 2028, the 2030 Notes mature on April 1, 2030, the 2032 Notes mature on April 1, 2032 and the 2035 Notes mature on April 1, 2035.

Prior to (i) March 1, 2028 (the date one month prior to the maturity of the 2028 Notes), in the case of the 2028 Notes, (ii) March 1, 2030 (the date one month prior to the maturity of the 2030 Notes), in the case of the 2030 Notes, (iii) February 1, 2032 (the date two months prior to the maturity of the 2032 Notes), in the case of the 2032 Notes and (iv) January 1, 2035 (the date three months prior to the maturity of the 2035 Notes), in the case of the 2035 Notes, the Issuers may, on any one or more occasions, redeem some or all of the Notes of such series at a “make-whole” premium, plus accrued and unpaid interest to, but excluding, the redemption date. On or after (i) March 1, 2028, in the case of the 2028 Notes, (ii) March 1, 2030, in the case of the 2030 Notes, (iii) February 1, 2032, in the case of the 2032 Notes and (iv) January 1, 2035, in the case of the 2035 Notes, the Issuers may, on any one or more occasions, redeem some or all of the Notes of such series at a price equal to 100% of the aggregate principal amount of the Notes of such series to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date.

Interest on the 2028 Notes accrues at a rate of 4.750% per year, payable semi-annually in arrears on April 1 and October 1 of each year, commencing on October 1, 2025. Interest on the 2030 Notes accrues at a rate of 5.000% per year, payable semi-annually in arrears on April 1 and October 1 of each year, commencing on October 1, 2025. Interest on the 2032 Notes accrues at a rate of 5.300% per year, payable semi-annually in arrears on April 1 and October 1 of each year, commencing on October 1, 2025. Interest on the 2035 Notes accrues at a rate of 5.500% per year, payable semi-annually in arrears on April 1 and October 1 of each year, commencing on October 1, 2025.

The Notes are senior unsecured obligations of the Issuers and rank equal in right of payment with all of the Issuers’ existing and future senior indebtedness and senior in right of payment to all of the Issuers’ existing and future subordinated indebtedness.

The Notes and the note guarantees are structurally subordinated to all of the existing and future indebtedness and other liabilities of any existing and future subsidiaries of the Company that do not guarantee the Notes (other than the Issuers).

The Notes are unsecured and are guaranteed on a joint and several basis by the Company and its wholly-owned subsidiaries, Denali Intermediate Inc. (“Denali Intermediate”) and Dell Inc. (“Dell” and, together with Denali Intermediate and the Company, the “Guarantors”).

If a change of control triggering event occurs, the holders of the Notes may require the Issuers to purchase for cash all or a portion of their Notes at a purchase price equal to 101% of the principal amount of the Notes, plus accrued and unpaid interest to, but excluding, the repurchase date.

Such note guarantees rank equal in right of payment with all existing and future senior indebtedness of the Guarantors and senior in right of payment to all future subordinated indebtedness of the Guarantors.

On April 1, 2025, two wholly-owned subsidiaries of Dell Technologies Inc. (the “Company”), Dell International L.L.C. and EMC Corporation (together, the “Issuers”), completed a public offering (the “Offering”) of (i) $1,000,000,000 aggregate principal amount of 4.750% Senior Notes due 2028 (the “2028 Notes”), (ii) $1,000,000,000 aggregate principal amount of 5.000% Senior Notes due 2030 (the “2030 Notes”), (iii) $1,000,000,000 aggregate principal amount of 5.300% Senior Notes due 2032 (the “2032 Notes”) and (iv) $1,000,000,000 aggregate principal amount of 5.500% Senior Notes due 2035 (the “2035 Notes” and, together with the 2028 Notes, the 2030 Notes and the 2032 Notes, the “Notes”).

The 2028 Notes will be sold at a public offering price of 99.981% of the aggregate principal amount thereof, the 2030 Notes will be sold at a public offering price of 99.834% of the aggregate principal amount thereof, the 2032 Notes will be sold at a public offering price of 99.907% of the aggregate principal amount thereof and the 2035 Notes will be sold at a public offering price of 99.681% of the aggregate principal amount thereof.

pursuant to which the Issuers agreed to issue and sell to the Underwriters (i) $1,000,000,000 aggregate principal amount of their 4.750% Senior Notes due 2028 (the “2028 Notes”), (ii) $1,000,000,000 aggregate principal amount of their 5.000% Senior Notes due 2030 (the “2030 Notes”), (iii) $1,000,000,000 aggregate principal amount of their 5.300% Senior Notes due 2032 (the “2032 Notes”) and (iv) $1,000,000,000 aggregate principal amount of their 5.500% Senior Notes due 2035 (the “2035 Notes” and, together with the 2028 Notes, the 2030 Notes and the 2032 Notes, the “Notes”), in accordance with the terms and conditions set forth in the Underwriting Agreement.

The Issuers intend to use the net proceeds from the offering of Notes for general corporate purposes, which may include the repayment of debt.

We spent $2.7 billion and $2.8 billion during Fiscal 2025 and Fiscal 2024, respectively, on property, plant, and equipment and capitalized software development costs.

The outstanding principal amount of our debt decreased $1.4 billion to $24.8 billion as of January 31, 2025, driven primarily by net repayments of our DFS debt and Senior Notes.

The Company’s revolving credit facility provides the Company with revolving commitments in an aggregate principal amount of $6.0 billion for general corporate purposes and includes a letter of credit sub-facility of up to $0.5 billion and a swing-line loan sub-facility of up to $0.5 billion.

Our core debt was $13.0 billion and $14.9 billion as of January 31, 2025 and February 2, 2024, respectively.

As of January 31, 2025, there were no borrowings outstanding under the facility and remaining available borrowings totaled approximately $6.0 billion.

As of January 31, 2025, the Company had outstanding debt for an aggregate principal amount of $24.8 billion, with $5.2 billion payable within 12 months.

the issuance of $1 billion principal amount of 5.40% Senior Notes due April 2034, the proceeds of which were utilized to prepay a portion of the outstanding 6.02% Senior Notes due June 2026

We maintain a commercial paper program under which we may issue unsecured notes in a maximum aggregate face amount of $5.0 billion outstanding at any time, with maturities of up to 397 days from the date of issue.

DFS funded $8.4 billion of originations in Fiscal 2025 and as of January 31, 2025 maintains an $11.2 billion global portfolio of financing receivables with a strong credit quality.

The amount of customer receivables sold for this purpose was $79 million, $222 million, and $680 million for the fiscal years ended January 31, 2025, February 2, 2024, and February 3, 2023, respectively.

As of January 31, 2025, the Company had operating lease obligations of $0.8 billion, with $0.2 billion payable within 12 months.

As of January 31, 2025, the remaining terms of the Company’s leases range from one month to approximately eleven years.

the issuance of $0.7 billion principal amount of 4.35% Senior Notes due February 2030 and $0.8 billion principal amount of 4.85% Senior Notes due February 2035, the proceeds of which were utilized to redeem the 5.85% Senior Notes due July 2025

the repayment of $1 billion principal amount of the 4.00% Senior Notes due July 2024

On February 29, 2024, the Company announced that the Board of Directors approved a 20% increase in the quarterly dividend rate to $0.445 per share per fiscal quarter beginning in the first quarter of Fiscal 2025.

During the nine months ended November 1, 2024, the Company repurchased approximately 16 million shares of Class C Common Stock for a total purchase price of approximately $1.8 billion.

As of November 1, 2024, the Company had approximately $2.6 billion in authorized amount remaining under the stock repurchase program.

the issuance of $1 billion principal amount of 5.40% Senior Notes due April 2034, the proceeds of which were utilized to prepay a portion of the outstanding 6.02% Senior Notes due June 2026

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.

It is expected that the issuance of any additional shares of Class C Common Stock upon any future optional or automatic conversion of shares of Class A Common Stock also will be made without registration in reliance on the exemption from registration under the Securities Act of 1933 afforded by Section 3(a)(9) thereof.

Interest on the 2030 Notes accrues at a rate of 4.350% per year, payable semi-annually in arrears on February 1 and August 1 of each year, commencing on February 1, 2025.

Interest on the 2035 Notes accrues at a rate of 4.850% per year, payable semi-annually in arrears on February 1 and August 1 of each year, commencing on February 1, 2025.

The Notes are unsecured and are guaranteed on a joint and several basis by the Company and its wholly-owned subsidiaries, Denali Intermediate Inc. (“Denali Intermediate”) and Dell Inc. (“Dell” and, together with Denali Intermediate and the Company, the “Guarantors”).

The 2030 Notes mature on February 1, 2030 and the 2035 Notes mature on February 1, 2035.

On or after (i) January 1, 2030, in the case of the 2030 Notes, and (ii) November 1, 2034, in the case of the 2035 Notes, the Issuers may, on any one or more occasions, redeem some or all of the Notes of such series at a price equal to 100% of the aggregate principal amount of the Notes of such series to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date.

Such note guarantees rank equal in right of payment with all existing and future senior indebtedness of the Guarantors and senior in right of payment to all future subordinated indebtedness of the Guarantors.

Prior to (i) January 1, 2030 (the date one month prior to the maturity of the 2030 Notes), in the case of the 2030 Notes, and (ii) November 1, 2034 (the date three months prior to the maturity of the 2035 Notes), in the case of the 2035 Notes, the Issuers may, on any one or more occasions, redeem some or all of the Notes of such series at a “make-whole” premium, plus accrued and unpaid interest to, but excluding, the redemption date.

On October 8, 2024, two wholly-owned subsidiaries of Dell Technologies Inc. (the “Company”), Dell International L.L.C. and EMC Corporation (together, the “Issuers”), completed a public offering (the “Offering”) of $700,000,000 aggregate principal amount of the Issuers’ 4.350% Senior Notes due 2030 (the “2030 Notes”) and $800,000,000 aggregate principal amount of the Issuers’ 4.850% Senior Notes due 2035 (the “2035 Notes” and, together with the 2030 Notes, the “Notes”).

The Notes will be guaranteed on a joint and several unsecured basis by the Company, Denali Intermediate, Inc. and Dell Inc. (collectively, the “Guarantors”).

The Issuers intend to use the net proceeds from the offering of Notes to redeem their 5.850% Senior Notes due 2025 and to use any remaining proceeds for general corporate purposes, which may include the repayment of other debt.

$700,000,000 aggregate principal amount of their 4.350% Senior Notes due 2030 (the “2030 Notes”) and $800,000,000 aggregate principal amount of their 4.850% Senior Notes due 2035 (the “2035 Notes” and, together with the 2030 Notes, the “Notes”)

The 2030 Notes will be sold at a public offering price of 99.883% of the aggregate principal amount thereof and the 2035 Notes will be sold at a public offering price of 99.646% of the aggregate principal amount thereof.

the issuance of $1 billion principal amount of 5.40% Senior Notes due April 2034, the proceeds of which were utilized to prepay a portion of the outstanding 6.02% Senior Notes due June 2026

On June 13, 2024, Dell Bank issued 500 million Euro of 3.6% senior unsecured five year eurobonds due June 2029.

the repayment of $1 billion principal amount of the 4.00% Senior Notes due July 2024.

During the six months ended August 2, 2024, the Company repurchased approximately 12 million shares of Class C Common Stock for a total purchase price of approximately $1.4 billion.

On February 29, 2024, the Company announced that the Board of Directors approved a 20% increase in the quarterly dividend rate to $0.445 per share per fiscal quarter beginning in the first quarter of Fiscal 2025.

On October 4, 2023, the Company established a new consumer revolving financing program with Comenity Capital Bank, a subsidiary of Bread Financial Holdings, Inc. (“Bread”), under which transactions are originated, owned, serviced, and collected by Bread. Under the agreement, the Company also sold its U.S. consumer revolving customer receivables portfolio for total cash consideration of approximately $390 million, resulting in an immaterial gain recognized within the Condensed Consolidated Statements of Income.

On July 3, 2024, the Company entered into two unsecured revolving credit agreements to fund receivables in Singapore. The Singapore facilities have a total debt capacity of $247 million as of August 2, 2024 and are effective through July 3, 2026 and July 3, 2027, respectively.

During the three months ended May 3, 2024, the Company consolidated its two separate asset-based financing facilities into a single asset-based financing facility in the United States, which is a revolving facility for fixed-term leases and loans.

On February 29, 2024, the Company announced that the Board of Directors approved a 20% increase in the quarterly dividend rate to $0.445 per share per fiscal quarter beginning in the first quarter of Fiscal 2025.

During the three months ended May 3, 2024, the Company issued $1.0 billion aggregate principal amount of 5.40% Senior Notes due 2034. The Company used the net proceeds of the issuance to prepay a portion of the outstanding 6.02% Senior Notes due 2026.

No commission or other remuneration was paid or given directly or indirectly for soliciting the exchange of such securities.

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.

Of total expenditures incurred, funding of assets in a customer contract totaled $1.2 billion and $1.5 billion during Fiscal 2024 and Fiscal 2023, respectively.

We spent $2.8 billion and $3.0 billion during Fiscal 2024 and Fiscal 2023, respectively, on property, plant, and equipment and capitalized software development costs.

Subsequent to the close of Fiscal 2024, we issued $1.0 billion aggregate principal amount of 5.40% Senior Notes due 2034.

We maintain a commercial paper program under which we may issue unsecured notes in a maximum aggregate face amount of $5.0 billion outstanding at any time, with maturities up to 397 days from the date of issue.

As of February 2, 2024, our 2021 Revolving Credit Facility had a maximum capacity of $6.0 billion.

As of February 2, 2024, we and our subsidiaries had approximately $26.0 billion aggregate principal amount of indebtedness.

On October 4, 2023, the parties closed the sale for total cash consideration of approximately $390 million and the Company recognized an immaterial gain within the Consolidated Statements of Income.

DFS funded $8.4 billion of originations in Fiscal 2024 and maintains an $10.5 billion global portfolio of high-quality financing receivables.

As of February 2, 2024, the Company had operating lease obligations of $0.9 billion, with $0.3 billion payable within 12 months.

As of February 2, 2024, the remaining terms of the Company’s leases range from one month to approximately ten years.

Interest on the Notes began accruing on March 18, 2024, the issue date of the Notes. Interest on the Notes accrues at a rate of 5.400% per year, payable semi-annually in arrears on April 15 and October 15 of each year, commencing on October 15, 2024. The Notes mature on April 15, 2034.

The Notes are senior unsecured obligations of the Issuers and rank equal in right of payment with all of the Issuers’ existing and future senior indebtedness and senior in right of payment to all of the Issuers’ existing and future subordinated indebtedness.

The Notes and the note guarantees are structurally subordinated to all of the existing and future indebtedness and other liabilities of any existing and future subsidiaries of the Company that do not guarantee the Notes (other than the Issuers).

Prior to January 15, 2034 (the date three months prior to the maturity of the Notes), the Issuers may, on any one or more occasions, redeem some or all of the Notes at a “make-whole” premium, plus accrued and unpaid interest to, but excluding, the redemption date. On or after January 15, 2034, the Issuers may, on any one or more occasions, redeem some or all of the Notes at a price equal to 100% of the aggregate principal amount of the Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date.

The Notes were sold pursuant to a shelf registration statement on Form S-3ASR (File No. 333-269159).

On March 18, 2024, two wholly-owned subsidiaries of Dell Technologies Inc. (the “Company”), Dell International L.L.C. and EMC Corporation (together, the “Issuers”), completed a public offering (the “Offering”) of $1,000,000,000 aggregate principal amount of the Issuers’ 5.400% Senior Notes due 2034 (the “Notes”).

Because of these disparate voting rights, Michael Dell and the Susan Lieberman Dell Separate Property Trust (the “MD stockholders”) and certain investment funds affiliated with Silver Lake Partners (the “SLP stockholders”) collectively held common stock representing approximately 91.7% of the total voting power of our outstanding common stock as of March 9, 2026.

In June 2023, the Company received a Revenue Agent’s Report for the federal income tax examination by the Internal Revenue Service (“IRS”) of fiscal years 2018 through 2019. The IRS proposed adjustments primarily relating to certain transactions the Company completed as part of its business integration efforts. In August 2023, the Company submitted a written protest to the IRS relating to certain assessments. The Company received a rebuttal from the IRS to its written protest in April 2024. The Company disagrees with the IRS’s proposed adjustments and will contest them through the IRS administrative appeals procedures.

The IRS is also currently conducting a federal income tax examination of fiscal years 2020 through 2022.

As of October 31, 2025, the Company does not currently anticipate that any of the legal proceedings it is involved in will have a material adverse effect on its business, financial condition, results of operations, or cash flows.

The decreases in gross margin percentage and non-GAAP gross margin percentage were primarily driven by a shift in mix towards our AI-optimized server offerings.

We continue to monitor the commodity supply environment and anticipate increased inflation for component costs, with a modest increase in input costs expected for the remainder of Fiscal 2026 and more notable dynamics expected for Fiscal 2027.

During the first nine months of Fiscal 2026, a number of countries, including the United States, imposed or proposed tariffs on imports, and may continue to do so. The impacts of trade protection measures, including increases or changes in tariffs and trade barriers, changes in government policies and international trade arrangements, geopolitical volatility, and global macroeconomic conditions, or uncertainty regarding the impact of proposed or future trade protection measures, may affect our results of operations in some markets.

As of August 1, 2025, the Company does not currently anticipate that any of the legal proceedings it is involved in will have a material adverse effect on its business, financial condition, results of operations, or cash flows.

The IRS is also currently conducting a federal income tax examination of fiscal years 2020 through 2022.

In June 2023, the Company received a Revenue Agent’s Report for the federal income tax examination by the Internal Revenue Service (“IRS”) of fiscal years 2018 through 2019.

The Company disagrees with the IRS’s proposed adjustments and will contest them through the IRS administrative appeals procedures.

Given the scale of the AI opportunities, the varying stages of customer readiness, and the frequency of component part updates or transitions, there is inherent non-linearity in the timing of demand and subsequent shipments for our AI-optimized server offerings, which continues to drive variability in our revenue.

During the first six months of Fiscal 2026, a number of countries, including the United States, imposed or proposed tariffs on imports, and may continue to do so. The impacts of trade protection measures, including increases or changes in tariffs and trade barriers, changes in government policies and international trade arrangements, geopolitical volatility, and global macroeconomic conditions, or uncertainty regarding the impact of proposed or future trade protection measures, may affect our results of operations in some markets.

While backlog levels remain elevated compared to the prior year, significant shipments in the current quarter resulted in a sequential backlog decline.

In June 2023, the Company received a Revenue Agent’s Report for the federal income tax examination by the Internal Revenue Service (“IRS”) of fiscal years 2018 through 2019.

As of May 2, 2025, the Company does not currently anticipate that any of the legal proceedings it is involved in will have a material adverse effect on its business, financial condition, results of operations, or cash flows.

The IRS is also currently conducting a federal income tax examination of fiscal years 2020 through 2022.

During the first quarter of Fiscal 2026, a number of countries, including the United States, imposed or proposed tariffs on imports, and may continue to do so.

As previously disclosed in the Company’s Annual Report on Form 10-K for the fiscal year ended January 31, 2025, management identified a material weakness in its internal control over financial reporting during the preparation of the Company’s financial statements for the fiscal year ended January 31, 2025 as the Company did not design and maintain effective controls over non-recurring credits from certain suppliers that related to cost of net revenue.

While we have seen lead times shorten, we anticipate the next generation of these components, for which the demand remains high, will be subject to supply constraints.

Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that as of May 2, 2025, the Company’s disclosure controls and procedures were not effective to accomplish their objectives at the reasonable assurance level due to the material weakness in internal control over financial reporting as described below.

Pursuant to that agreement, the Italian lawsuit was dismissed on September 2, 2024, the German lawsuit was dismissed on September 4, 2024, and the French lawsuit was dismissed on September 6, 2024.

Under the terms of the settlement, the plaintiffs agreed to the dismissal of all claims upon payment of a total of $1.0 billion (the “settlement amount”), which included all costs, expenses and fees of the plaintiff class relating to the action and its resolution.

As of January 31, 2025, the Company does not believe there is a reasonable possibility that a material loss exceeding the amounts already accrued for these or other proceedings or matters has been incurred.

As of January 31, 2025, we and our subsidiaries had approximately $24.6 billion of indebtedness.

We are highly dependent on the services of Michael S. Dell, our founder, Chief Executive Officer, and largest stockholder.

We have experienced cyber-attacks that leveraged compromised credentials of our partners, employees, and customers to gain unauthorized access to Dell Technologies, partner, and vendor systems and confidential information, including information about our customers, employees, and partners.

Sales of AI to large customers may also cause fluctuations in our results of operations, as such large orders may occur in some periods and not others and are generally subject to intense competition and pricing pressure, which can have an impact on our margin and results of operations.

Unfavorable results of legal proceedings could harm our business and result in substantial costs.

As of January 31, 2025, our goodwill and intangible assets, net had a combined carrying value of $24.1 billion, representing approximately 30% of our total consolidated assets.

Our reliance on vendors subjects us to a greater risk of shortages and reduced control over delivery schedules of components and products, as well as a greater risk of increases in product and component costs.

Adverse economic conditions may negatively affect customer demand, and could result in postponed or decreased spending amid customer concerns over elevated inflation and interest rates or slowing demand for their products, reduced asset values, volatile energy costs, the availability and cost of credit, and the stability of financial institutions, financial markets, businesses, local and state governments, and sovereign nations.

Trade policies and disputes could result in increased tariffs and other trade restrictions and protectionist measures, which could increase our manufacturing costs, increase prices of and reduce demand for our products, limit our ability to sell to certain customers, hamper our procurement of components or raw materials, or impede or slow the movement of our goods across borders.

The material weakness relates to the approval, communication, and recording of non-recurring credits owed from certain suppliers.

Management assessed its internal control over financial reporting and concluded a material weakness exists as of January 31, 2025, that also existed as of February 2, 2024.

The material weakness is the result of deficiencies in the design and implementation of controls over certain non-recurring credits owed from suppliers.

On August 30, 2024, Intel and R2 publicly announced an agreement to dismiss all litigation between the two companies that would include dismissal of all litigation against all subsidiaries of Dell Technologies named in the foregoing actions. Pursuant to that agreement, the Italian lawsuit was dismissed on September 2, 2024, the German lawsuit was dismissed on September 4, 2024, and the French lawsuit was dismissed on September 6, 2024.

The Company disagrees with the IRS’s proposed adjustments and will contest them through the IRS administrative appeals procedures.

We experienced an increase in input costs primarily driven by higher logistics costs, the effect of which was partially offset by favorability in component costs. Compared to the prior quarter, we began to observe an inflationary environment.

On August 30, 2024, Intel and R2 publicly announced an agreement to dismiss all litigation between the two companies that would include dismissal of all litigation against all subsidiaries of Dell Technologies named in the foregoing actions. Pursuant to that agreement, the Italian lawsuit was dismissed on September 2, 2024, the German lawsuit was dismissed on September 4, 2024, and the French lawsuit was dismissed on September 6, 2024.

The court conducted a trial on December 7, 2023 and, on February 7, 2024, issued a decision in favor of R2 and imposed an injunction prohibiting the sale and use of such products in Germany by Dell GmbH, and requiring Dell GmbH to issue a communication to certain customers recalling the covered products sold since March 5, 2020. On February 8, 2024, the Company filed an appeal.

In June 2024, a German subsidiary of Dell Technologies processed a sales order for six standard laptops and docking stations for Ascotec Holding GmbH (“Ascotec”), a German company located in Dusseldorf, Germany that is designated as a Specially Designated National under the Iranian Transactions and Sanctions Regulations. The shipment was stopped by the forwarder prior to its delivery to Ascotec, and none of the laptops or docking stations were actually delivered to Ascotec. Dell Technologies was not paid for this order, so this activity contributed no gross revenue or net profit to the Company. Dell Technologies submitted an initial notification of voluntary disclosure regarding this matter to the Treasury Department’s Office of Foreign Assets Control (“OFAC”) on June 13, 2024 and is cooperating with OFAC in its review of this matter. Dell Technologies does not intend to engage in future activity involving Ascotec.

In June 2023, the Company received a Revenue Agent’s Report for the examination by the Internal Revenue Service (“IRS”) of fiscal years 2018 through 2019. The IRS proposed adjustments primarily relating to certain transactions the Company completed as part of its business integration efforts. In August 2023, the Company submitted a written protest to the IRS relating to certain assessments. The Company received a rebuttal from the IRS to its written protest in April 2024. The Company disagrees with the IRS proposed adjustments and will contest them through the IRS administrative appeals procedures. The Company anticipates that the appeals process for the resolution of these matters will extend beyond the next twelve months.

The Dusseldorf Regional Court (the “Court”) conducted a trial on December 7, 2023, and, on February 7, 2024, issued a decision in favor of R2. The Court’s judgment imposes an injunction prohibiting (among other acts) the sale and use of the Accused Products in Germany by Dell GmbH, and requiring Dell GmbH to issue a communication to certain customers recalling the covered products sold since March 5, 2020. These orders will not take effect until after notice of R2’s payment of the sureties required for enforcement and will remain in place unless stayed or overturned on appeal or until the parties reach an agreement. On February 8, 2024, the Company filed an appeal which is in process with the appellate court. The Court has not yet assessed damages arising out of R2’s claim.

In November 2022, R2 Semiconductor, Inc. (“R2”) filed a lawsuit in the Dusseldorf Regional Court in Germany against Intel Deutschland GmbH, Dell GmbH, and certain other customers of Intel Corporation. R2 asserted that one European patent is infringed by certain Intel processors and those of the Company’s products that incorporate those processors (the “Accused Products”). R2 sought an injunction prohibiting the sale of the allegedly infringing products and damages for the alleged infringement.

In April 2024, R2 filed another action alleging infringement of the same patent in the Judicial Court of Paris, France and seeking an injunction prohibiting the sale of the allegedly infringing products and damages for the alleged infringement. The defendants in the French case include, among others, Intel Corporation and Dell SAS. Additionally, Dell SAS and its co-defendants filed a nullity action against the patent in France. In May 2024, R2 filed a third-party action in the Court of Milan, Italy, against Dell S.p.A., Intel Corporation Italia S.p.A., and other Intel customers alleging infringement of the same patent and seeking similar relief. Intel Corporation has agreed to defend the actions and indemnify the Company and its affiliates against certain losses incurred by the Company in connection with R2’s claims.

While the demand environment improved, the pricing environment became increasingly competitive, which affected our ISG and CSG gross margin performance.

Subsequently, from May 10, 2023 through the date of this proxy statement, additional payments to such counsel consisted of payments of $142,000 to counsel representing Mr. Dell.

The Company received $106 million of insurance proceeds with respect to the settlement amount.

Under the terms of the settlement, the plaintiffs agreed to the dismissal of all claims upon payment of a total of $1.0 billion, which amount included all costs, expenses and fees of the plaintiff class relating to the action and its resolution.

In February 2024, the Company received a subpoena from the staff of the Enforcement Division of the Securities and Exchange Commission requesting documents and information with respect to transactions involving related persons primarily concerning use of corporate and other aircraft.

In November 2022, R2 Semiconductor, Inc. (“R2”) filed a lawsuit in the Dusseldorf Regional Court in Germany against Intel Deutschland GmbH, Dell GmbH, and certain other customers of Intel Corporation.

On February 8, 2024, the Company filed an appeal which is in process with the appellate court.

On May 16, 2023, during the fiscal year ended February 2, 2024, the Company paid the settlement amount following approval of the settlement by the Delaware Court of Chancery.

on February 7, 2024, issued a decision in favor of R2.

Under the terms of the settlement, the plaintiffs agreed to the dismissal of all claims upon payment of a total of $1.0 billion (the “settlement amount”), which includes all costs, expenses and fees of the plaintiff class relating to the action and its resolution.

We have outstanding indebtedness and may incur additional debt in the future, which could adversely affect our financial condition.

Cyber-attacks and other security incidents that disrupt our operations or result in a network intrusion, breach or loss, or other compromise of proprietary or confidential information about us or our workforce, customers, partners, or third parties could negatively affect our business, harm our reputation, cause us to lose clients and expose us to costly regulatory enforcement and litigation.

Social and ethical issues relating to the use of new and evolving technologies, such as AI, in our offerings may result in reputational harm and liability.

Adverse global economic conditions may harm our business and result in reduced net revenue and profitability.

Our reliance on vendors for products and components, many of which are single-source or limited-source suppliers, could harm our business by adversely affecting product availability, delivery, reliability, and cost.

PwC is a registered independent public accounting firm and has served as the independent auditors of the Company or its predecessor, Dell Inc., since 1986.

The Board is currently composed of eight members, seven of whom are Group I directors and one of whom is the Group IV director.

David W. Dorman Founding Partner of Centerview Capital Technology I 72 2016 ✓ Nominating and Governance

Ellen J. Kullman – Lead Independent Director Executive Chair of Carbon, Inc. I 70 2016 ✓ Nominating and Governance (Chair)

David Grain Founder and Chief Executive Officer of Grain Management LLC I 63 2021 ✓ Audit

Steven M. Mollenkopf Former Chief Executive Officer of Qualcomm Incorporated I 57 2023 ✓ Compensation

William D. Green Former Chairman of Accenture plc I 72 2016 ✓ Audit (Chair)

Egon Durban Co-CEO of Silver Lake I 52 2013

Lynn Vojvodich Radakovich Former Executive Vice President and Chief Marketing Officer of Salesforce.com, Inc. IV 58 2019 ✓ Audit Compensation (Chair)

The Board has affirmatively determined that Messrs. Dorman, Grain, Green and Mollenkopf, Mrs. Kullman and Ms. Vojvodich Radakovich, constituting six of our eight directors, are independent under NYSE rules and the standards for director independence established in our Corporate Governance Principles, which incorporate the director independence requirements of the NYSE rules.

Mr. Dell serves as Chairman of the Board and Chief Executive Officer of Dell Technologies.

Richard J. Rothberg General Counsel

William F. Scannell President, Global Sales and Customer Operations

By Order of the Board of Directors Richard J. Rothberg Secretary

Jeffrey W. Clarke Chief Operating Officer and Vice Chairman

Mr. Kennedy was appointed Chief Financial Officer on an interim basis effective September 9, 2025 and on a permanent basis effective November 24, 2025.

As of Fiscal 2027, Mr. Scannell now serves as our President and Chief Customer Officer.

Ms. McGill resigned from her position as Chief Financial Officer effective September 9, 2025 and terminated employment with the Company on October 31, 2025.

The Vanguard Group purchases products or services from Dell Technologies on standard commercial terms available to comparable unrelated customers. Payments to Dell Technologies in these transactions totaled approximately $15.0 million in Fiscal 2026.

Entities affiliated with DFO Management LLC, the investment firm that exclusively manages the capital of Mr. Dell and his family, including portfolio companies of MSD Capital, L.P. or its affiliates, portfolio companies of DFO Management, LLC or its affiliates, the Michael & Susan Dell Foundation and other entities affiliated with Mr. Dell, purchase products or services from Dell Technologies on standard commercial terms available to comparable unrelated customers. These transactions totaled approximately $5.3 million for products and services in Fiscal 2026.

Mr. Dell reimburses Dell Technologies for costs related to his or his family’s personal security protection and any security services provided to the Michael & Susan Dell Foundation. Reimbursements for this purpose in Fiscal 2026 totaled approximately $2.4 million.

BlackRock, Inc. and certain of its affiliates purchase products or services from Dell Technologies on standard commercial terms available to comparable unrelated customers. Payments to Dell Technologies in these transactions totaled approximately $14.8 million in Fiscal 2026.

During Fiscal 2026, Dell Technologies incurred approximately $2.4 million of payment obligations for Mr. Dell’s Company-related business travel through these arrangements, of which approximately $2.0 million was attributable to payments to the third-party flight services company and approximately $0.4 million was attributable to payments to the foregoing limited liability companies through which Mr. Dell has an ownership interest in the aircraft.

Entities affiliated with Silver Lake, including portfolio companies of the SLP stockholders or their affiliates, purchase products or services from Dell Technologies on standard commercial terms available to comparable unrelated customers. Payments to Dell Technologies in these transactions totaled approximately $5.3 million for products and services in Fiscal 2026. In addition, Dell Technologies purchases products and services from these entities in the ordinary course of business. Payments by Dell Technologies in these transactions totaled approximately $7.4 million in Fiscal 2026.

Immediate family members of three of our executive officers are employed by Dell Technologies, which pays them compensation commensurate with the compensation paid to other employees serving in similar positions. Bryan McGill, who is employed by us as a Senior Director, Business Development – Sales, received total compensation for Fiscal 2026 of approximately $612,700. Loretta Ortman, who is employed by us as a Consultant, Legal Counsel, received total compensation for Fiscal 2026 of approximately $272,000. Kevin Aufiero, who is employed by us as a Product and Solutions Sales Specialist, received total compensation for Fiscal 2026 of approximately $571,000.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of January 30, 2026 and January 31, 2025, and the results of its operations and its cash flows for each of the three years in the period ended January 30, 2026 in conformity with accounting principles generally accepted in the United States of America.

We have served as the Company’s auditor since 1986.

Prior to the acquisition on November 22, 2023 of VMware LLC (previously VMware, Inc. and individually and together with its consolidated subsidiaries, “VMware”) by Broadcom Inc. (“Broadcom”), VMware was considered a related party of the Company. Upon Broadcom’s acquisition of VMware, Michael Dell’s ownership interest in VMware and his position as Chairman of the Board of VMware terminated, and the Company determined no related party relationship exists with Broadcom or VMware effective as of November 22, 2023.

By: /s/ Christopher Garcia Christopher Garcia Senior Vice President and Assistant Secretary (Duly Authorized Officer)

By: /s/ Christopher A. Garcia Christopher A. Garcia Senior Vice President and Assistant Secretary (Duly Authorized Officer)

Jeffrey Clarke, the Company’s Chief Operating Officer and Vice Chairman

Mr. Kennedy, age 48, has served in various positions with the Company since September 1998.

Mr. Kennedy will continue to be eligible to participate in severance, retirement, welfare and benefit plans and programs generally available to other employees of the Company, including the Dell Technologies Inc. 2023 Stock Incentive Plan, which is described in the Company’s proxy statement for its 2025 annual meeting of stockholders, filed on Schedule 14A with the Securities and Exchange Commission on May 16, 2025.

Mr. Kennedy has served as Senior Vice President, Global Business Operations, Finance, since February 2023 and, prior to that service, as Senior Vice President and Chief Operating Officer for Global Sales, since February 2020, and as Senior Vice President and Chief Financial Officer of the Company’s Client Solutions Group since April 2017.

On September 5, 2025, Dell Technologies Inc. (the “Company”) and Yvonne McGill, the Company’s Chief Financial Officer, agreed that Ms. McGill will resign from her position as the Company’s Chief Financial Officer effective on September 9, 2025.

Ms. McGill will serve in an advisory role to assist with an orderly transition and will remain a full-time employee of the Company through October 31, 2025, which is the last day of the third quarter of fiscal year 2026.

In connection with Ms. McGill’s departure from the position of Chief Financial Officer, David Kennedy, Senior Vice President, Global Business Operations, Finance, has been appointed by the Company’s Board of Directors to act as the Company’s interim Chief Financial Officer, in which position he will serve as the Company’s principal financial officer, effective on September 9, 2025.

By: /s/ Christopher Garcia Christopher Garcia Senior Vice President and Assistant Secretary (Duly Authorized Officer)

In connection with this appointment, the Company has approved compensation to Mr. Sharp consisting of an annual base salary of $368,100 and a target annual bonus in an amount equal to 55% of such base salary, pro-rated for the fiscal year ending January 30, 2026, calculated from August 8, 2025.

Ms. Rios will continue to serve as a Senior Vice President of the Company.

Mr. Sharp, age 41, has served in various positions with the Company since July 2012.

Mr. Sharp has served as Vice President, Corporate Accounting and Reporting since April 2021, and prior to that service, as Director, M&A and Treasury Accounting since March 2017.

Richard Troy Sharp, formerly Vice President, Corporate Accounting and Reporting of the Company, has been appointed as Senior Vice President, Corporate Finance and Chief Accounting Officer of the Company, in which position he will serve as the Company’s principal accounting officer, effective August 8, 2025.

On August 7, 2025, Brunilda (Bruny) Rios, Senior Vice President, Corporate Finance and Chief Accounting Officer of Dell Technologies Inc. (the “Company”), notified the Company of her decision to step down from her position as the Company’s principal accounting officer for personal reasons, effective as of August 8, 2025.

The holders of the outstanding shares of all outstanding series of the Company’s common stock, voting together as a single class, ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the Company’s fiscal year ending January 30, 2026, based on the following numbers of votes:

For Against Abstentions 3,665,524,612 18,493,376 345,467

The holders of the outstanding shares of all outstanding series of the Company’s common stock, voting together as a single class, elected to the Board of Directors of the Company each of the seven nominees for Group I director, and the holders of the Company’s outstanding Class C common stock, voting separately as a series, elected to the Board of Directors of the Company the nominee for Group IV director, each as specified in the 2025 proxy statement, based on the following numbers of votes:

PwC is a registered independent public accounting firm and has served as the independent auditors of the Company or its predecessor since 1986.

The Board is asking you to vote “FOR” the ratification of the appointment of PricewaterhouseCoopers LLP, or PwC, as our independent registered public accounting firm for our fiscal year ending January 30, 2026, or Fiscal 2026.

In this Proposal 1, the Board is asking stockholders to vote for the election of Michael S. Dell, David W. Dorman, Egon Durban, David Grain, William D. Green, Ellen J. Kullman, and Steven M. Mollenkopf to the Board as Group I directors, and for the election of Lynn Vojvodich Radakovich to the Board as the Group IV director.

Mr. Green (Chair), Mr. Grain and Ms. Vojvodich Radakovich serve as members of the Audit Committee.

For Fiscal 2025, our compensation program for independent directors included the following elements: • an annual cash retainer of $100,000; • an annual equity retainer with a value of $225,000 payable in the form of restricted stock units that settle in shares of Class C common stock; • an additional annual cash retainer of $25,000 for service as chair of a committee; and • an additional annual cash retainer of $40,000 for service as the Lead Independent Director.

The Board has affirmatively determined that Messrs. Dorman, Grain, Green and Mollenkopf, Mrs. Kullman and Ms. Vojvodich Radakovich, constituting six of our eight directors, are independent under NYSE rules and the standards for director independence established in our Corporate Governance Principles, which incorporate the director independence requirements of the NYSE rules.

Ms. Vojvodich Radakovich (Chair) and Mr. Mollenkopf serve as members of the Compensation Committee.

Under the employment agreement, Mr. Dell is entitled to an annual base salary of $950,000 and is eligible for an annual bonus with a target opportunity equal to 200% of his base salary.

The named executive officers for Fiscal 2025 were: Michael S. Dell Chairman and Chief Executive Officer Yvonne McGill Chief Financial Officer Jeffrey W. Clarke Chief Operating Officer and Vice Chairman Richard J. Rothberg General Counsel William F. Scannell President, Global Sales and Customer Operations

During Fiscal 2025, Dell Technologies incurred approximately $2.5 million of payment obligations for Mr. Dell’s Company-related business travel through these arrangements, of which approximately $1.9 million was attributable to payments to the third-party flight services company and approximately $0.6 million was attributable to payments to the foregoing limited liability companies through which Mr. Dell has an ownership interest in the aircraft.

Bryan McGill, who is employed by us as a Senior Director, Business Development – Sales, received total compensation for Fiscal 2025 of approximately $712,000.

Entities affiliated with Silver Lake, including portfolio companies of the SLP stockholders or their affiliates, purchase products or services from Dell Technologies on standard commercial terms available to comparable unrelated customers. Payments to Dell Technologies in these transactions totaled approximately $5.5 million for products and services in Fiscal 2025.

The Vanguard Group purchases products or services from Dell Technologies on standard commercial terms available to comparable unrelated customers. Payments to Dell Technologies in these transactions totaled approximately $8.1 million in Fiscal 2025.

In August 2022, we entered into a three-year sponsorship arrangement with the Austin Gamblers, a professional bull-riding team that is majority-owned by Egon Durban, a managing member of Silver Lake Group, L.L.C. and a director of the Company. We have committed to pay sponsorship fees over a three-year period in return for certain marketing and other rights. Payments in Fiscal 2025 under the sponsorship arrangement, which was entered into on standard commercial terms, totaled approximately $0.3 million.

Mr. Dell reimburses Dell Technologies for costs related to his or his family’s personal security protection and any security services provided to the Michael & Susan Dell Foundation. Reimbursements for this purpose in Fiscal 2025 totaled approximately $2.5 million.

Entities affiliated with DFO Management LLC, the investment firm that exclusively manages the capital of Mr. Dell and his family, including portfolio companies of MSD Capital, L.P. or its affiliates, portfolio companies of DFO Management, LLC or its affiliates, the Michael & Susan Dell Foundation and other entities affiliated with Mr. Dell, purchase products or services from Dell Technologies on standard commercial terms available to comparable unrelated customers. These transactions totaled approximately $3.9 million for products and services in Fiscal 2025.

/s/ PricewaterhouseCoopers LLP

We have served as the Company’s auditor since 1986.

Michael S. Dell 60 Chief Executive Officer and Chairman

Upon Broadcom’s acquisition of VMware, Michael Dell’s ownership interest in VMware and his position as Chairman of the Board of VMware terminated, and the Company determined no related party relationship exists with Broadcom or VMware effective as of November 22, 2023.

The holders of the outstanding shares of all outstanding series of the Company’s common stock, voting together as a single class, ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the Company’s fiscal year ending January 31, 2025, based on the following numbers of votes: For Against Abstentions 4,284,005,922 20,410,797 1,104,192

Each nominee elected to the Board of Directors at the 2024 annual meeting as a Group I director or Group IV director was elected for a term commencing on the date of the 2024 annual meeting and ending on the earlier of the date on which the director’s successor is elected and qualified and the date of the director’s death, resignation, disqualification or removal.

Group I Director Nominee For Withheld Broker Non-Votes Michael S. Dell 4,188,761,563 68,732,112 48,027,236 David W. Dorman 4,189,689,363 67,804,312 48,027,236 Egon Durban 4,241,360,812 16,132,863 48,027,236 David Grain 4,247,787,411 9,706,264 48,027,236 William D. Green 4,247,671,973 9,821,702 48,027,236 Steven M. Mollenkopf 4,248,158,390 9,335,285 48,027,236 Lynn Vojvodich Radakovich 4,251,654,816 5,838,859 48,027,236 Group IV Director Nominee For Withheld Broker Non-Votes Ellen J. Kullman 136,476,428 81,141,859 48,027,236

The holders of the outstanding shares of all outstanding series of the Company’s common stock, voting together as a single class, elected to the Board of Directors of the Company each of the seven nominees for Group I director, and the holders of the Company’s outstanding Class C common stock, voting separately as a series, elected to the Board of Directors of the Company the nominee for Group IV director, each as specified in the proxy statement, based on the following numbers of votes:

Prior to the acquisition on November 22, 2023 of VMware LLC (previously VMware, Inc. and individually and together with its consolidated subsidiaries, “VMware”) by Broadcom Inc. (“Broadcom”), VMware was considered a related party of the Company. Upon Broadcom’s acquisition of VMware, Mr. Dell’s ownership interest in VMware and his position as Chairman of the Board of VMware terminated, and the Company determined no related party relationship exists with Broadcom or VMware effective as of November 22, 2023.

The Board is asking you to vote “FOR” the ratification of the appointment of PricewaterhouseCoopers LLP, or PwC, as our independent registered public accounting firm for our fiscal year ending January 31, 2025, or Fiscal 2025.

The Board’s independent directors have elected Mrs. Kullman to serve as the Company’s Lead Independent Director.

For Fiscal 2024, our compensation program for independent directors included the following elements: • an annual cash retainer of $100,000; • an annual equity retainer with a value of $225,000 payable in the form of restricted stock units that settle in shares of Class C common stock; • an additional annual cash retainer of $25,000 for service as chair of a committee; and • effective August 8, 2023, an additional annual cash retainer of $40,000 for service as the Lead Independent Director.

The Board has affirmatively determined that Messrs. Dorman, Grain, Green and Mollenkopf, Mrs. Kullman and Ms. Vojvodich Radakovich, constituting six of our eight directors, are independent under NYSE rules and the standards for director independence established in our Corporate Governance Principles, which incorporate the director independence requirements of the NYSE rules.

the Board is asking stockholders to vote for the election of Michael S. Dell, David W. Dorman, Egon Durban, David Grain, William D. Green, Steven M. Mollenkopf, and Lynn Vojvodich Radakovich to the Board as Group I directors, and for the election of Ellen J. Kullman to the Board as the Group IV director.

Mr. Dell serves as Chairman of the Board and Chief Executive Officer of Dell Technologies.

Ms. McGill was appointed Chief Financial Officer effective August 5, 2023.

Mr. Sweet retired from his position as Chief Financial Officer effective August 4, 2023.

Mr. Whitten resigned from his position as Co-Chief Operating Officer effective August 18, 2023.

The Vanguard Group purchases products or services from Dell Technologies on standard commercial terms available to comparable unrelated customers. Payments to Dell Technologies in these transactions totaled approximately $70.7 million in Fiscal 2024.

Bryan McGill, the spouse of Ms. McGill, our Chief Financial Officer, is employed by us as a Senior Director, Business Development and has been an employee of the Company since 1997. Since the beginning of Fiscal 2024, Mr. McGill received total compensation, consisting of base salary, bonus, and other compensation, including the grant date fair value of an RSU award (which award vests over a period of three years), of approximately $473,000.

Mr. Dell reimburses Dell Technologies for costs related to his or his family’s personal security protection and any security services provided to the Michael & Susan Dell Foundation. Reimbursements for this purpose in Fiscal 2024 totaled approximately $2.1 million.

Net payments received from VMware pursuant to the Tax Agreements were $286 million during Fiscal 2024 and primarily related to VMware’s portion of the mandatory one-time transition tax on accumulated earnings of foreign subsidiaries, referred to as the Transition Tax, and federal income taxes on Dell Technologies’ consolidated income tax return.

Payments to Dell Technologies in these transactions totaled approximately $7.0 million for products and services in Fiscal 2024. In addition, Dell Technologies purchases products and services from these entities in the ordinary course of business. Payments by Dell Technologies in these transactions totaled approximately $4.9 million in Fiscal 2024.

For Fiscal 2024, Dell Technologies recorded the following amounts on its statements of consolidated income related to its commercial transactions with VMware: • net revenue of $124 million from sales and leases of products and services to VMware; and • total expense of $4,622 million, consisting of cost of net revenue of $4,600 million related to the purchase of VMware products and services for resale, together with (1) net expense of $22 million related to the purchase of VMware products and services for internal use and (2) consideration received from VMware for joint marketing, sales, and branding arrangements.

In August 2022, we entered into a three-year sponsorship arrangement with the Austin Gamblers, a professional bull-riding team that is majority-owned by Egon Durban, a managing member of Silver Lake Group, L.L.C. and a director of the Company. We have committed to pay sponsorship fees over a three-year period in return for certain marketing and other rights. Payments in Fiscal 2024 under the sponsorship arrangement, which was entered into on an arms-length basis, totaled approximately $0.25 million.

During Fiscal 2024, Dell Technologies incurred approximately $2.1 million for Mr. Dell’s Company-related business travel through these arrangements, of which approximately $1.6 million was attributable to the third-party flight services company, approximately $0.5 million was attributable to the foregoing limited liability companies through which Mr. Dell has an ownership interest in the aircraft, and approximately $32,423 was attributable to costs associated with personal travel by Mr. Dell’s guests who accompanied him during his business travel.

Entities affiliated with DFO Management LLC, previously known as MSD Capital, L.P., the investment firm that exclusively manages the capital of Mr. Dell and his family, including portfolio companies of MSD Capital, L.P. or its affiliates, the Michael & Susan Dell Foundation and other entities affiliated with Mr. Dell, purchase products or services from Dell Technologies on standard commercial terms available to comparable unrelated customers. These transactions totaled approximately $4.1 million for products and services in Fiscal 2024.

We have served as the Company’s auditor since 1986.

Mr. Dell serves as Chairman of the Board and Chief Executive Officer of Dell Technologies.

Ms. McGill serves as Chief Financial Officer of Dell Technologies.

On February 6, 2024, Ms. Dew notified the Company of her decision to retire from her position as Chief Marketing Officer effective as of March 29, 2024.

On February 29, 2024, the Board of Directors appointed Geraldine Tunnell, who currently serves as the Company’s Senior Vice President of Global Field & Partner Marketing, as the Company’s Chief Marketing Officer, to succeed Ms. Dew in that position effective as of March 30, 2024.

Dell Technologies also acted as a distributor, purchasing VMware’s standalone products and services for resale to end-user customers.

The Company has determined that Broadcom’s acquisition terminated the Company’s related party relationship with VMware effective as of November 22, 2023 and that no related party relationship exists with Broadcom or VMware as of February 2, 2024.

Prior to the acquisition of VMware by Broadcom, VMware was considered a related party of the Company as a result of Michael Dell’s ownership interests in both Dell Technologies and VMware as well as Mr. Dell’s service as Chairman and Chief Executive Officer of Dell Technologies and as Chairman of the Board of VMware, Inc.

Under the Company’s certificate of incorporation, any holder of Class B Common Stock has the right, at any time and from time to time, to convert all or any of the shares of Class B Common Stock held by such holder into shares of Class C Common Stock on a one-to-one basis.

Michael S. Dell(2) 246,834,081 89.2 % — — 18,840,608 5.8 % 40.9 %

SLP Stockholders(14) — — 47,789,758 100 % 134,596 * 7.4 %

BlackRock, Inc.(16) — — — — 22,819,963 7.0 % 3.5 %

All directors and current executive officers as a group (15 persons)(12) 246,834,081 89.2 % — — 23,108,352 7.1 % 41.5 %

Vanguard Capital Management(15) — — — — 22,512,097 6.9 % 3.5 %

In addition, the shares of Class B Common Stock are automatically convertible into shares of Class C Common Stock on a one-to-one basis upon certain transfers in the circumstances described in the certificate of incorporation.

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.

Under the Company’s certificate of incorporation, any holder of Class B Common Stock has the right, at any time and from time to time, to convert all or any of the shares of Class B Common Stock held by such holder into shares of Class C Common Stock on a one-to-one basis.

Each share of Class C Common Stock bears the same dividend and liquidation rights as one share of Class B Common Stock.

We are a holding company that conducts our operations through subsidiaries.

As of September 23, 2025, after giving effect to the conversions described above, the Company had 338,646,945 shares of Class C Common Stock outstanding and 54,790,897 shares of Class B Common Stock outstanding.

In addition, the shares of Class B Common Stock are automatically convertible into shares of Class C Common Stock on a one-to-one basis upon certain transfers in the circumstances described in the certificate of incorporation.

Under the Company’s certificate of incorporation, any holder of Class B Common Stock has the right, at any time and from time to time, to convert all or any of the shares of Class B Common Stock held by such holder into shares of Class C Common Stock on a one-to-one basis.

In addition, the shares of Class B Common Stock are automatically convertible into shares of Class C Common Stock on a one-to-one basis upon certain transfers in the circumstances described in the certificate of incorporation.

As of July 11, 2025, after giving effect to the conversions described above, the Company had 340,673,002 shares of Class C Common Stock outstanding and 58,946,330 shares of Class B Common Stock outstanding.

On June 9, 2025, June 10, 2025, June 11, 2025, June 12, 2025, June 26, 2025 and July 10, 2025, Dell Technologies Inc. (the “Company”) issued an aggregate of 3,421,793 shares of the Company’s Class C common stock (the “Class C Common Stock”) upon conversion of the same number of shares of the Company’s Class B common stock (the “Class B Common Stock”) 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.

Under the Company’s certificate of incorporation, any holder of Class B Common Stock has the right, at any time and from time to time, to convert all or any of the shares of Class B Common Stock held by such holder into shares of Class C Common Stock on a one-to-one basis.

Each share of Class A common stock and each share of Class B common stock is entitled to ten votes per share. Each share of Class C common stock is entitled to one vote per share.

As of the record date for the 2025 annual meeting, an aggregate of 683,477,567 shares of the Company’s common stock were outstanding and entitled to vote at the meeting, of which 276,762,341 are shares of Class A common stock, 62,368,123 are shares of Class B common stock and 344,347,103 are shares of Class C common stock.

Michael S. Dell(2) 246,834,081 89.2 % — — 36,335,779 10.6 % 41.4 %

The Vanguard Group(15) — — — — 25,298,074 7.3 % 3.7 %

SLP Stockholders(14) — — 62,368,123 100 % 49,066 * 9.1 %

600,000,000 shares of Class A common stock, of which 276,762,341 shares were issued and outstanding as of April 30, 2025; • 200,000,000 shares of Class B common stock, of which 62,368,123 shares were issued and outstanding as of April 30, 2025; and • 7,900,000,000 shares of Class C common stock, of which 344,347,103 shares were issued and outstanding as of April 30, 2025.

Each share of our Class A Common Stock and each share of our Class B Common Stock has ten votes, while each share of our Class C Common Stock has one vote.

Because of these disparate voting rights, Michael Dell and the Susan Lieberman Dell Separate Property Trust (the “MD stockholders”) and certain investment funds affiliated with Silver Lake Partners (the “SLP stockholders”) collectively held common stock representing approximately 91.4% of the total voting power of our outstanding common stock as of March 17, 2025.

We are a “controlled company” within the meaning of the rules of the New York Stock Exchange (the “NYSE”) because the MD stockholders hold common stock representing more than 50% of the voting power in the election of directors.

As of January 31, 2025 and February 2, 2024, the Company held approximately 78.6% and 81.0%, respectively, of the outstanding equity interest in Secureworks Corp. (“Secureworks”).

The Company’s outstanding senior notes (“Senior Notes”) are registered, unsecured, and issued by Dell International L.L.C. and EMC Corporation (the “Issuers”), both of which are wholly-owned subsidiaries of Dell Technologies Inc.

We are a holding company that conducts our operations through subsidiaries.

As of January 8, 2025, after giving effect to the conversions described above, the Company had 358,574,323 shares of Class C Common Stock outstanding and 62,368,123 shares of Class B Common Stock outstanding.

Under the Company’s certificate of incorporation, any holder of Class B Common Stock has the right, at any time and from time to time, to convert all or any of the shares of Class B Common Stock held by such holder into shares of Class C Common Stock on a one-to-one basis.

Under the Company’s certificate of incorporation, any holder of Class A Common Stock has the right, at any time and from time to time, to convert all or any of the shares of Class A Common Stock held by such holder into shares of Class C Common Stock on a one-to-one basis.

In addition, the shares of Class A Common Stock are automatically convertible into shares of Class C Common Stock on a one-to-one basis upon certain transfers in the circumstances described in the certificate of incorporation.

As of November 29, 2024, after giving effect to the conversion described above, the Company had 357,514,884 shares of Class C Common Stock outstanding.

Each share of Class C Common Stock bears the same dividend and liquidation rights as one share of Class A Common Stock.

As of the close of business on November 29, 2024, and after giving effect to the conversion, Mr. Dell beneficially owned a total of 246,834,081 shares of Class A Common Stock and 41,912,241 shares of Class C Common Stock, excluding 29,890,896 shares of Class A Common Stock and 1,380,000 shares of Class C Common Stock beneficially owned by Susan Lieberman Dell Separate Property Trust and Susan L. Dell, which Mr. Dell may be deemed to beneficially own.

Mr. Dell’s beneficial ownership as indicated above excludes 29,890,896 shares of Class A Common Stock and 1,380,000 shares of Class C Common Stock beneficially owned by Susan Lieberman Dell Separate Property Trust and Susan L. Dell, which he may be deemed to beneficially own.

As of September 18, 2024, after giving effect to the conversions described above, the Company had 333,874,468 shares of Class C Common Stock outstanding.

Under the Company’s certificate of incorporation, any holder of Class A Common Stock has the right, at any time and from time to time, to convert all or any of the shares of Class A Common Stock held by such holder into shares of Class C Common Stock on a one-to-one basis.

As of the close of business on September 17, 2024, and after giving effect to the conversions, Mr. Dell beneficially owned a total of 271,834,081 shares of Class A Common Stock and 36,912,241 shares of Class C Common Stock.

As of August 2, 2024 and February 2, 2024, the Company held approximately 78.9% and 81.0%, respectively, of the outstanding equity interest in Secureworks.

As of July 9, 2024, after giving effect to the conversions described above, the Company had 312,686,669 shares of Class C Common Stock outstanding and 66,359,626 shares of Class B Common Stock outstanding.

As of the record date for the 2024 annual meeting, an aggregate of 710,455,138 shares of the Company’s common stock were outstanding and entitled to vote at the meeting, of which 328,262,341 are shares of Class A common stock, 75,762,562 are shares of Class B common stock and 306,430,235 are shares of Class C common stock. Each share of Class A common stock and each share of Class B common stock is entitled to ten votes per share. Each share of Class C common stock is entitled to one vote per share.

During the three months ended May 3, 2024, the Company repurchased approximately 6.7 million shares of Class C Common Stock for a total purchase price of approximately $0.7 billion.

As of June 4, 2024, after giving effect to the conversions described above, the Company had 309,036,606 shares of Class C Common Stock outstanding and 72,005,186 shares of Class B Common Stock outstanding.

SLP Stockholders(15) — — 75,762,562 100 % 458,496 * 10.7 %

All directors and current executive officers as a group (14 persons)(13) 298,334,081 90.9 % — — 33,996,533 11.1 % 46.7 %

As of the record date for the annual meeting, the SLP stockholders (as defined in Annex A to this proxy statement) and their affiliates beneficially owned, in aggregate, approximately 10.7% of the outstanding shares of our common stock, including all of the Class B common stock, representing approximately 17.4% of the total voting power of the outstanding shares of all outstanding series of common stock.

Michael S. Dell(2) 298,334,081 90.9 % — — 30,412,241 9.9 % 46.3 %

As of the record date for the annual meeting, Michael S. Dell and the other MD stockholders (as defined in Annex A to this proxy statement) beneficially owned, in aggregate, approximately 50.7% of the outstanding shares of our common stock, including approximately 99.9% of the outstanding Class A common stock representing approximately 75.5% of the total voting power of the outstanding shares of all outstanding series of common stock.

The Vanguard Group(16) — — — — 17,595,478 5.7 % 2.5 %

As of March 18, 2024, the Company had 305,216,717 shares of Class C Common Stock outstanding.

Under the Company’s certificate of incorporation, any holder of Class B Common Stock has the right, at any time and from time to time, to convert all or any of the shares of Class B Common Stock held by such holder into shares of Class C Common Stock on a one-to-one basis.

In addition, the shares of Class B Common Stock are automatically convertible into shares of Class C Common Stock on a one-to-one basis upon certain transfers in the circumstances described in the certificate of incorporation.

as of March 18, 2024, the MD stockholders and the SLP stockholders collectively beneficially owned 63.1% of our outstanding common stock.

We are a “controlled company” within the meaning of the rules of the New York Stock Exchange (the “NYSE”) because the MD stockholders hold common stock representing more than 50% of the voting power in the election of directors.

As of February 2, 2024 and February 3, 2023, the Company held approximately 81.0% and 82.6%, respectively, of the outstanding equity interest in SecureWorks Corp. (“Secureworks”).

Effective July 2, 2026, the Board of Directors (the “Board”) of Dell Technologies Inc. (the “Company”) approved amendments to the Company’s bylaws (the “Bylaw Amendments”), effective July 2, 2026, to provide that the Company affirmatively elects to be governed by Section 21.373 of the Texas Business Organizations Code (the “TBOC”) and implement related changes.

The Company’s rights and obligations under its material contractual arrangements will continue as rights and obligations of the Texas Corporation.

Pursuant to the plan of conversion adopted by the Board of Directors as of May 3, 2026, approved by the Company’s stockholders at the 2026 annual meeting as part of the Redomestication proposal, and executed on June 25, 2026 (the “Plan of Conversion”), the Certificate of Formation and the Company's bylaws adopted under Texas law (the “Bylaws”) became effective at the Effective Time.

the Company ceased to be subject to its amended and restated certificate of incorporation and amended and restated bylaws in effect pursuant to the Delaware General Corporation Law and became subject to the Certificate of Formation and the Bylaws in effect pursuant to the TBOC.

The Company’s Class C common stock continues to be listed on the New York Stock Exchange and traded under the symbol “DELL.”

On June 26, 2026, the Company filed (i) a certificate of conversion, together with the Certificate of Formation, with the Secretary of State of the State of Texas and (ii) a certificate of conversion with the Secretary of State of the State of Delaware.

the rights of shareholders of the Company as a Texas corporation (the “Texas Corporation”) differ in certain respects from the rights of stockholders of the Company as a Delaware corporation (the “Delaware Corporation”) before the Redomestication.

Each restricted stock unit, performance stock unit or other equity award was converted into an equivalent award subject to an equal number of shares of the Texas Corporation Class C common stock and with the same terms and conditions issued by the Texas Corporation.

The Redomestication did not result in any change in the headquarters, business, jobs, management, properties, location of any of the Company’s offices or facilities, number of employees, obligations, assets, liabilities, net worth (other than as a result of the costs related to the Redomestication), or state of incorporation of any subsidiary of the Company.

The holders of the outstanding shares of all outstanding series of the Company’s common stock, voting together as a single class, approved the redomestication of the Company from Delaware to Texas by conversion, based on the following numbers of votes:

the Company continued in existence as a Texas corporation;

Pursuant to these filings, the Redomestication approved by the Company’s stockholders at the 2026 annual meeting described in Item 5.07 became effective on July 1, 2026, at 12:01 a.m. Central Time (the “Effective Time”).

Each outstanding option to purchase shares of Delaware Corporation Class C common stock under these plans was converted into an option to purchase an equal number of shares of the Texas Corporation Class C common stock at the same exercise price and on the same terms and conditions as those in effect immediately before the Redomestication.

The conversion of the Delaware Corporation into the Texas Corporation and the resulting cessation of the Company’s existence as a corporation of Delaware will not affect obligations or liabilities of the Company incurred before the conversion.

On June 25, 2026, the Company held its 2026 annual meeting of stockholders (the “2026 annual meeting”).

At the Effective Time, all of the Company’s obligations under the Company’s equity compensation plans became obligations of the Texas Corporation.

the Company’s internal affairs ceased to be governed by Delaware law and became governed by Texas law;

The holders of the outstanding shares of all outstanding series of the Company’s common stock, voting together as a single class, approved, by a non-binding, advisory vote, the compensation of the Company’s named executive officers as disclosed in the 2026 proxy statement, based on the following numbers of votes:

On June 1, 2026, June 2, 2026, June 3, 2026, June 4, 2026, June 5, 2026, June 8, 2026, June 9, 2026, June 10, 2026, June 11, 2026 and June 12, 2026, Dell Technologies Inc. (the “Company”) issued an aggregate of 3,438,364 shares of the Company’s Class C common stock (the “Class C Common Stock”) upon conversion of the same number of shares of the Company’s Class B common stock (the “Class B Common Stock”) 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 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.

No commission or other remuneration was paid or given directly or indirectly for soliciting the exchange of such securities.

It is expected that the issuance of any additional shares of Class C Common Stock upon any future optional or automatic conversion of shares of Class B Common Stock also will be made without registration in reliance on the exemption from registration under the Securities Act of 1933 afforded by Section 3(a)(9) thereof.

The Notes were issued pursuant to a Base Indenture, dated as of January 24, 2023 (the “Base Indenture”), among the Issuers, the Guarantors (as defined below) and The Bank of New York Mellon Trust Company, N.A., as trustee (in such capacity, the “Trustee”), as supplemented, (i) with respect to the 2031 Notes, by the 2031 Notes Supplemental Indenture No. 1 (the “2031 Notes Supplemental Indenture”), dated as of June 16, 2026, among the Issuers, the Guarantors and the Trustee, (ii) with respect to the 2034 Notes, by the 2034 Notes Supplemental Indenture No. 1 (the “2034 Notes Supplemental Indenture”), dated as of June 16, 2026, among the Issuers, the Guarantors and the Trustee and (iii) with respect to the 2037 Notes, by the 2037 Notes Supplemental Indenture No. 1 (the “2037 Notes Supplemental Indenture” and, together with the Base Indenture, the 2031 Notes Supplemental Indenture and the 2034 Notes Supplemental Indenture, the “Indenture”), dated as of June 16, 2026, among the Issuers, the Guarantors and the Trustee.

The Indenture contains covenants that impose limitations on, among other things, creating liens on certain assets to secure debt; consolidating, merging or selling or otherwise disposing of all or substantially all assets; and entering into sale and leaseback transactions.

On June 16, 2026, two wholly-owned subsidiaries of Dell Technologies Inc. (the “Company”), Dell International L.L.C. and EMC Corporation (together, the “Issuers”), completed a public offering (the “Offering”) of (i) $1,000,000,000 aggregate principal amount of 4.750% Senior Notes due 2031 (the “2031 Notes”), (ii) $750,000,000 aggregate principal amount of 5.000% Senior Notes due 2034 (the “2034 Notes”) and (iii) $1,250,000,000 aggregate principal amount of 5.250% Senior Notes due 2037 (the “2037 Notes” and, together with the 2031 Notes and the 2034 Notes, the “Notes”).

On June 11, 2026, Dell Technologies Inc. (the “Company”), Dell International L.L.C. (“Dell International”), EMC Corporation (together with Dell International, the “Issuers”) and the other Guarantors (as defined below) entered into an underwriting agreement (the “Underwriting Agreement”) with Barclays Capital Inc., BofA Securities, Inc., Goldman Sachs & Co. LLC, HSBC Securities (USA) Inc., J.P. Morgan Securities LLC and PNC Capital Markets LLC, as representatives of the several underwriters (together, the “Underwriters”),

The closing of the offering of Notes is expected to occur on June 16, 2026, subject to customary closing conditions.

On June 10, 2026, Dell Technologies Inc. (the “Company”), Denali Intermediate Inc., Dell Inc., Dell International L.L.C. (“Dell International”), as a borrower, and EMC Corporation (“EMC”), as a borrower, entered into a Credit Agreement with JPMorgan Chase Bank, N.A., as administrative agent, and each of the lenders and other parties from time to time party thereto (the “Credit Agreement”), which provides for a senior unsecured revolving credit facility.

The Credit Agreement also allows Dell International and EMC to request incremental commitments on one or more occasions in a minimum amount of $10,000,000.

The foregoing description of the Credit Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Credit Agreement, which is filed as Exhibit 10.1 hereto and is incorporated by reference herein.

Also on June 10, 2026, and in connection with the entry into the Credit Agreement, Dell International and EMC repaid in full and terminated all of their obligations and commitments under the Existing Credit Agreement (as defined in Item 1.02 of this report).

As a result, Dell International, EMC and the guarantors under the Existing Credit Agreement have no further obligations under the Existing Credit Agreement or the related guarantees.

In March 2024, the Company terminated the Commercial Framework Agreement with VMware, whereby Dell Technologies acted as a distributor of VMware’s stand-alone products and services and purchased such products and services for resale to end-user customers (“VMware Resale”). Dell Technologies no longer acts as a distributor of those products and services, although it continues to support customers that have purchased resale offerings sold in prior periods.

On February 3, 2025, the sale of Secureworks to Sophos Inc., an affiliate of Thoma Bravo, L.P., was completed in an all-cash transaction for a purchase price of approximately $0.9 billion. The Company received total cash consideration for the equity interest held in Secureworks of approximately $0.6 billion, resulting in a gain on sale of $0.2 billion recognized in interest and other, net in the Condensed Consolidated Statements of Income for the three months ended May 2, 2025.

Our ISG business benefitted from substantial demand for our AI-optimized servers offerings as customers continue to adopt and further integrate AI, resulting in a significant increase in backlog as we exited the quarter.

As of May 1, 2026, we had purchase obligations of $20.8 billion, of which $17.3 billion is payable within twelve months.

During the first quarter of Fiscal 2027, gross margin and non-GAAP gross margin increased 58% to $7.8 billion and 57% to $7.9 billion, respectively, primarily due to an increase in ISG gross margin and, to a lesser extent, CSG gross margin.

During the first quarter of Fiscal 2027, operating income and non-GAAP operating income increased by 214% to $3.7 billion and 154% to $4.2 billion, respectively.

During the first quarter of Fiscal 2027, net revenue increased by 88%, driven by an increase in ISG net revenue and, to a lesser extent, CSG net revenue that was partially offset by a decrease in Corporate and other net revenue.

During the first quarter of Fiscal 2027, net income increased 256% to $3.4 billion primarily due to an increase in operating income and, to a lesser extent, a favorable change in interest and other, net, the effects of which were partially offset by higher income tax expense.

Cash provided by operating activities was $4.1 billion during the first quarter of Fiscal 2027 and was driven by net revenue growth and profitability, partially offset by working capital dynamics.

Our accounts receivable, net was $25.9 billion and $17.6 billion as of May 1, 2026 and January 30, 2026, respectively. The increase in accounts receivable, net was primarily driven by an increase in net revenue largely due to our AI-optimized servers offerings.

On May 28, 2026, Dell Technologies Inc. (the “Company” or “Dell”) issued a press release announcing its financial results for its fiscal quarter ended May 1, 2026.

Effective as of December 25, 2018, Dell Technologies and certain of its wholly-owned subsidiaries entered into a stockholders agreement (the “MD Stockholders Agreement”) with the MD stockholders (as defined in Annex A to this proxy statement) and into a stockholders agreement (the “SLP Stockholders Agreement”) with the SLP stockholders (as defined in Annex A to this proxy statement) and other named stockholders.

Each of the other NEOs, consisting of Messrs. Kennedy, Clarke, Rothberg and Scannell, has entered into a Protection of Sensitive Information, Noncompetition and Nonsolicitation Agreement with Dell Technologies pursuant to which, if the executive’s employment is terminated without “cause,” or if the executive resigns for “good reason” (each as defined below), the executive will receive a cash severance payment equal to 300% of the executive’s then-current annual base salary.

Under the employment agreement, Mr. Dell is entitled to an annual base salary of $950,000 and is eligible for an annual bonus with a target opportunity equal to 200% of his base salary.

on September 30, 2025, the Committee awarded to Mr. Clarke a one-time performance-based stock option award to purchase 2,500,000 shares of the Company’s Class C common stock that cliff vests on March 15, 2031, subject to achievement of a market capitalization performance goal and an adjusted free cash flow performance goal, and continued employment through the vesting date.

The Board of Directors unanimously recommends a vote “FOR” approval of the redomestication of Dell Technologies Inc. from Delaware to Texas by conversion.

Richard J. Rothberg General Counsel 2026 806,157 8,224,918 (7) — 1,117,333 48,177 10,196,585

David Kennedy Chief Financial Officer 2026 514,000 (6) 5,673,398 (7)(8) — 522,667 17,944 6,728,009

Michael S. Dell Chairman and Chief Executive Officer 2026 950,000 — — 2,394,000 38,209 3,382,209

Yvonne McGill Former Chief Financial Officer 2026 569,231 (9) 5,854,937 (7) — — 2,095,964 8,520,132

William F. Scannell President, Global Sales and Customer Operations 2026 965,385 9,083,536 (7) — 1,216,385 96,673 11,361,979

For Fiscal 2026, our compensation program for independent directors included the following elements: • an annual cash retainer of $115,000; • an annual equity retainer with a value of $225,000 payable in the form of restricted stock units that settle in shares of Class C common stock;

600,000,000 shares of Class A common stock, of which 276,744,341 shares were issued and outstanding as of April 27, 2026; • 200,000,000 shares of Class B common stock, of which 47,789,758 shares were issued and outstanding as of April 27, 2026; and • 7,900,000,000 shares of Class C common stock, of which 325,034,188 shares were issued and outstanding as of April 27, 2026.

the annual total compensation for our CEO was $3,382,209; • the annual total compensation for our median employee excluding our CEO was $78,796; and • the ratio of our CEO’s annual total compensation to our median employee’s annual total compensation was 43 to 1.

Mr. Dell did not receive any equity-based compensation from the Company for Fiscal 2026.

On March 2, 2026, March 4, 2026, March 17, 2026, March 18, 2026, March 20, 2026, March 23, 2026, April 15, 2026 and April 16, 2026, Dell Technologies Inc. (the “Company”) issued an aggregate of 4,237,699 shares of the Company’s Class C common stock (the “Class C Common Stock”) upon conversion of the same number of shares of the Company’s Class B common stock (the “Class B Common Stock”) 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 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.

It is expected that the issuance of any additional shares of Class C Common Stock upon any future optional or automatic conversion of shares of Class B Common Stock also will be made without registration in reliance on the exemption from registration under the Securities Act of 1933 afforded by Section 3(a)(9) thereof.

No commission or other remuneration was paid or given directly or indirectly for soliciting the exchange of such securities.

On March 25, 2024, we terminated our Commercial Framework Agreement with VMware, whereby we acted as a distributor of VMware standalone products and services. We no longer act as a distributor of such products and services, although we continue to support customers that have purchased resale offerings sold in prior periods.

On February 3, 2025, the sale of SecureWorks Corp. (“Secureworks”) to Sophos Inc., an affiliate of Thoma Bravo, L.P., was completed in an all-cash transaction for a purchase price of approximately $0.9 billion. The Company received total cash consideration for the equity interest held in Secureworks of approximately $0.6 billion, resulting in a gain on sale of $0.2 billion recognized in interest and other, net in the Consolidated Statements of Income for the fiscal year ended January 30, 2026.

On February 26, 2026, Dell Technologies Inc. (the “Company” or “Dell”) issued a press release announcing its financial results for its fiscal quarter and fiscal year ended January 30, 2026.

A copy of the press release is furnished as Exhibit 99.1 to this current report.

As of October 31, 2025 and January 31, 2025, the Company had $1.1 billion and $1.4 billion, respectively, included within accounts payable on the Condensed Consolidated Statements of Financial Position representing invoices due to suppliers confirmed as valid under the SCF Program.

As of October 31, 2025, we had purchase obligations of $8.5 billion, of which $6.5 billion is payable within twelve months.

Our ISG business continued to benefit from significant increased demand for AI-optimized solutions as customers continue to adopt and further integrate AI, which resulted in significant backlog levels that remained elevated as we exited the quarter.

On February 3, 2025, the sale of Secureworks to Sophos Inc., an affiliate of Thoma Bravo, L.P., was completed in an all-cash transaction for a purchase price of approximately $0.9 billion. The Company received total cash consideration for the equity interest held in Secureworks of approximately $0.6 billion, resulting in a gain on sale recorded of $0.2 billion recognized in interest and other, net in the Condensed Consolidated Statements of Income for the nine months ended October 31, 2025.

As previously reported, during the fiscal year ended January 31, 2025, the Company discovered accumulated credits from certain suppliers that were not recorded or not recorded in the correct period in its previously reported financial results. The Company initiated an investigation that indicated that the credits resulted from the actions of certain procurement employees that support a limited number of suppliers, which affected the Client Solutions Group segment. The revision did not have an impact on the Company’s net revenue.

On November 25, 2025, Dell Technologies Inc. (the “Company” or “Dell”) issued a press release announcing its financial results for its fiscal quarter ended October 31, 2025.

The presentation on October 7, 2025 will be made available to the public as a live webcast and a replay will be available for one year on the Company’s website at investors.delltechnologies.com.

A copy of the presentation is furnished herewith as Exhibit 99.1 to this current report.

Dell Technologies Inc. (the “Company”) will make a presentation to securities analysts and members of the public at 8:30 a.m. Central Time / 9:30 a.m. Eastern Time on October 7, 2025.

A copy of the press release is furnished herewith as Exhibit 99.2 to this current report.

During the presentation, the Company’s management expects to discuss, among other matters, its long-term financial framework, including expectations for certain increased targets for financial results and shareholder returns.

The Company also issued a press release on October 7, 2025 summarizing the presentation and reaffirmed its guidance for fiscal 2026 Q3.

The Indenture also contains customary events of default and covenants for an issuer of investment grade debt securities.

On October 6, 2025, two wholly-owned subsidiaries of Dell Technologies Inc. (the “Company”), Dell International L.L.C. and EMC Corporation (together, the “Issuers”), completed a public offering (the “Offering”) of (i) $750,000,000 aggregate principal amount of 4.150% Senior Notes due 2029 (the “2029 Notes”), (ii) $1,250,000,000 aggregate principal amount of 4.500% Senior Notes due 2031 (the “2031 Notes”), (iii) $1,250,000,000 aggregate principal amount of 4.750% Senior Notes due 2032 (the “2032 Notes”) and (iv) $1,250,000,000 aggregate principal amount of 5.100% Senior Notes due 2036 (the “2036 Notes” and, together with the 2029 Notes, the 2031 Notes and the 2032 Notes, the “Notes”).

pursuant to the terms of the Company’s 2023 Stock Incentive Plan (the “2023 Plan”)

The Award has a ten-year term, an exercise price of $141.77 per share, reflecting the closing price on September 30, 2025 of the Class C Common Stock as reported on the New York Stock Exchange, and a grant date fair value of approximately $132.4 million.

On September 30, 2025, the Committee also approved the form of Performance-Based Stock Option Agreement to be entered into in connection with the Award.

On September 30, 2025, the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of Dell Technologies Inc. (the “Company”) approved the grant to Jeffrey Clarke, the Company’s Chief Operating Officer and Vice Chairman, of a one-time performance-based stock option award (the “Award”) to purchase 2,500,000 shares of the Company’s Class C common stock

The Award is subject to the achievement of specified performance criteria, as certified by the Committee, during a performance period that ends on January 31, 2031. The performance criteria consist of a Company market capitalization performance goal (calculated based on the number of outstanding shares of Company common stock and the price of the Class C Common Stock) and a Company free cash flow performance goal (calculated in accordance the Company’s externally reported adjusted free cash flow measure). Both performance goals must be achieved for the Award to vest, unless Mr. Clarke’s employment terminates due to death or disability.

The Award is also subject to a forfeiture and repayment obligation in certain circumstances during Mr. Clarke’s employment with the Company and for a one-year period thereafter, in accordance with the 2023 Plan and the terms of the Performance-Based Stock Option Agreement.

Vesting of the Award is contingent on Mr. Clarke’s continued employment with the Company through March 15, 2031, subject to accelerated vesting in the event Mr. Clarke’s employment terminates due to death or disability or, in some circumstances, the disability of his spouse. If Mr. Clarke retires or resigns prior to vesting, the entire Award will be forfeited.

On September 15, 2025, September 17, 2025, September 18, 2025, September 19, 2025 and September 22, 2025, Dell Technologies Inc. (the “Company”) issued an aggregate of 3,915,292 shares of the Company’s Class C common stock (the “Class C Common Stock”) upon conversion of the same number of shares of the Company’s Class B common stock (the “Class B Common Stock”) 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.

On September 22, 2025, Dell Technologies Inc. (the “Company”), Dell International L.L.C. (“Dell International”), EMC Corporation (together with Dell International, the “Issuers”) and the other Guarantors (as defined below) entered into an underwriting agreement (the “Underwriting Agreement”) with Barclays Capital Inc., BNP Paribas Securities Corp., BofA Securities, Inc., Citigroup Global Markets Inc., Goldman Sachs & Co. LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters (together, the “Underwriters”), pursuant to which the Issuers agreed to issue and sell to the Underwriters (i) $750,000,000 aggregate principal amount of their 4.150% Senior Notes due 2029 (the “2029 Notes”), (ii) $1,250,000,000 aggregate principal amount of their 4.500% Senior Notes due 2031 (the “2031 Notes”), (iii) $1,250,000,000 aggregate principal amount of their 4.750% Senior Notes due 2032 (the “2032 Notes”) and (iv) $1,250,000,000 aggregate principal amount of their 5.100% Senior Notes due 2036 (the “2036 Notes” and, together with the 2029 Notes, the 2031 Notes and the 2032 Notes, the “Notes”), in accordance with the terms and conditions set forth in the Underwriting Agreement.

Underwriting Agreement, dated September 22, 2025, among Dell International L.L.C., EMC Corporation, Dell Technologies Inc., Dell Inc., Denali Intermediate Inc., and Barclays Capital Inc., BNP Paribas Securities Corp., BofA Securities, Inc., Citigroup Global Markets Inc., Goldman Sachs & Co. LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters.

The sale of the Notes has been registered with the Securities and Exchange Commission (the “Commission”) in a registration statement on Form S-3ASR, File No. 333-269159 (the “Registration Statement”).

The closing of the offering of Notes is expected to occur on October 6, 2025, subject to customary closing conditions.

Subject to specified conditions, the Separation Agreement provides that Ms. McGill will receive a cash payment reflecting a pro rata bonus for fiscal 2026 in an amount equal to approximately $562,500, in addition to the entitlements provided pursuant to Ms. McGill’s Protection of Sensitive Information, Noncompetition and Nonsolicitation Agreement.

The Company has entered into a separation agreement with Ms. McGill that provides for a general release and waiver of claims against the Company and other matters relating to the termination of her employment (the “Separation Agreement”).

Information referred to in Item 5.02(c)(3) of Form 8-K has not been determined as of the date of this report.

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted into law in the United States. The new law contains a broad range of tax reform provisions, which include the extension and modification of certain provisions of the Tax Cuts and Jobs Act. Effective for Fiscal 2026, changes include, but are not limited to, immediate expensing of domestic research and development expenditures, the restoration of 100% bonus depreciation, and an EBITDA-based interest expense limitation. These provisions did not have a material impact on the Company’s Condensed Consolidated Financial Statements for the six months ended August 1, 2025.

The Company received total cash consideration for the equity interest held in Secureworks of approximately $0.6 billion, resulting in a gain on sale recorded of $0.2 billion recognized in interest and other, net in the Condensed Consolidated Statements of Income for the six months ended August 1, 2025.

Ms. McGill’s decision to resign her position is not the result of any disagreements with the Company on any matter relating to its financial statements, internal control over financial reporting, operations, policies or practices.

On February 3, 2025, the sale of Secureworks to Sophos Inc., an affiliate of Thoma Bravo, L.P., was completed in an all-cash transaction for a purchase price of approximately $0.9 billion.

The Company has initiated a search to identify a permanent Chief Financial Officer.

The Company initiated an investigation that indicated that the credits resulted from the actions of certain procurement employees that support a limited number of suppliers, which affected the Client Solutions Group segment.

As previously reported, during the fiscal year ended January 31, 2025, the Company discovered accumulated credits from certain suppliers that were not recorded or not recorded in the correct period in its previously reported financial results.

The revision did not have an impact on the Company’s net revenue.

As a result, management has concluded that the material weakness described above has been remediated as of August 1, 2025.

management identified a material weakness in its internal control over financial reporting during the preparation of the Company’s financial statements for the fiscal year ended January 31, 2025, as the Company did not design and maintain effective controls over non-recurring credits from certain suppliers that related to cost of net revenue.

On August 28, 2025, Dell Technologies Inc. (the “Company” or “Dell”) issued a press release announcing its financial results for its fiscal quarter ended August 1, 2025.

In accordance with General Instruction B.2 to Form 8-K, the information contained in this Item 2.02 and in Exhibit 99.1 to this current report is being “furnished” with the Securities and Exchange Commission and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities under such section.

On June 9, 2025, June 10, 2025, June 11, 2025, June 12, 2025, June 26, 2025 and July 10, 2025, Dell Technologies Inc. (the “Company”) issued an aggregate of 3,421,793 shares of the Company’s Class C common stock (the “Class C Common Stock”) upon conversion of the same number of shares of the Company’s Class B common stock (the “Class B Common Stock”) 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.

On June 26, 2025, Dell Technologies Inc. (the “Company”) held its 2025 annual meeting of stockholders (the “2025 annual meeting”).

At the 2025 annual meeting, the Company’s stockholders voted on three proposals.

For Against Abstentions Broker Non-Votes 3,593,379,725 17,280,254 493,422 73,210,054

The holders of the outstanding shares of all outstanding series of the Company’s common stock, voting together as a single class, approved, by a non-binding, advisory vote, the compensation of the Company’s named executive officers as disclosed in the 2025 proxy statement, based on the following numbers of votes:

On March 25, 2024, the Company terminated the Commercial Framework Agreement with VMware, whereby Dell Technologies acted as a distributor of Broadcom Inc.’s VMware stand-alone products and services and purchased such products and services for resale to end-user customers (“VMware Resale”).

As previously reported, during the fiscal year ended January 31, 2025, the Company discovered accumulated credits from certain suppliers that were not recorded or not recorded in the correct period in its previously reported financial results.

As a result of the substantial demand for our AI-optimized servers during the quarter, backlog levels significantly increased when compared to the prior quarter.

On February 3, 2025, the sale of Secureworks to Sophos Inc., an affiliate of Thoma Bravo, L.P., was completed in an all-cash transaction for a purchase price of approximately $0.9 billion. The Company received total cash consideration for the equity interest held in Secureworks of approximately $0.6 billion, resulting in a gain on sale recorded of $0.2 billion recognized in interest and other, net in the Condensed Consolidated Statements of Income for the three months ended May 2, 2025.

We expect margin growth for the full fiscal year, while balancing anticipated margin rate pressure resulting from a continuing shift in mix towards our AI-optimized servers and a competitive environment.

We expect a modest decline in input costs during Fiscal 2026, primarily driven by anticipated deflation for component costs.

We expect net revenue growth for the full fiscal year primarily driven by ISG net revenue, and to a lesser extent, CSG net revenue.

During the first quarter of Fiscal 2026, net revenue increased by 5%, driven by an increase in ISG net revenue and, to a lesser extent, CSG net revenue that was partially offset by a decrease in Corporate and other net revenue.

During the first quarter of Fiscal 2026, operating income and non-GAAP operating income increased by 21% to $1.2 billion and 10% to $1.7 billion, respectively.

The revision did not have an impact on the Company’s net revenue.

On May 29, 2025, Dell Technologies Inc. (the “Company” or “Dell”) issued a press release announcing its financial results for its fiscal quarter ended May 2, 2025.

Under the Sponsor Stockholders Agreements, each of the MD stockholders and the SLP stockholders have the right to nominate a number of individuals for election as directors

if the executive’s employment is terminated without “cause,” or if the executive resigns for “good reason” (each as defined below), the executive will receive a cash severance payment equal to 300% of the executive’s then-current annual base salary.

The Registration Rights Agreement provides that the stockholder parties thereto, their affiliates and certain of their transferees have the right, under certain circumstances and subject to certain restrictions, to require Dell Technologies to register for resale the shares of the Class C common stock (including shares of Class C common stock issuable upon any conversion of the Class A common stock, the Class B common stock and the Class D common stock) to be sold by them.

The SLP Stockholders Agreement permits the SLP stockholders to terminate certain governance-related provisions of the agreement, including the director nomination and support obligations, in their sole discretion at any time at which they beneficially own less than 5% of the issued and outstanding shares of Class C common stock (after giving effect to the conversion of all shares of common stock owned by the SLP stockholders into Class C common stock).

The Management Stockholders Agreement imposes restrictions on the transfer of certain Dell Technologies securities held by the management stockholders and, among other requirements, obligates the management stockholders to refrain from entering into specified types of voting arrangements with respect to such securities.

The Compensation Committee determined that the Company’s operating income was understated in the consolidated financial statements before the error correction, that the executive officers did not receive incentive-based compensation during the recovery period in excess of the incentive-based compensation they would have received if such compensation had been determined based on the revised financial measure, and, accordingly, that no recovery of incentive-based compensation was required.

The meeting will be held virtually on Thursday, June 26, 2025, at 12:00 p.m., Central Time.

For Fiscal 2025, as determined under Item 402(u) of the SEC’s Regulation S-K: • the annual total compensation for our CEO was $3,092,256; • the annual total compensation for our median employee excluding our CEO was $74,070; and • the ratio of our CEO’s annual total compensation to our median employee’s annual total compensation was 42 to 1.

The Notes were issued pursuant to a Base Indenture, dated as of January 24, 2023 (the “Base Indenture”), among the Issuers, the Guarantors (as defined below) and The Bank of New York Mellon Trust Company, N.A., as trustee (in such capacity, the “Trustee”), as supplemented, (i) with respect to the 2028 Notes, by the 2028 Notes Supplemental Indenture No. 1 (the “2028 Notes Supplemental Indenture”), dated as of April 1, 2025, among the Issuers, the Guarantors and the Trustee, (ii) with respect to the 2030 Notes, by the 2030 Notes Supplemental Indenture No. 1 (the “2030 Notes Supplemental Indenture”), dated as of April 1, 2025, among the Issuers, the Guarantors and the Trustee, (iii) with respect to the 2032 Notes, by the 2032 Notes Supplemental Indenture No. 1 (the “2032 Notes Supplemental Indenture”), dated as of April 1, 2025, among the Issuers, the Guarantors and the Trustee and (iv) with respect to the 2035 Notes, by the 2035 Notes Supplemental Indenture No. 1 (the “2035 Notes Supplemental Indenture” and, together with the Base Indenture, the 2028 Notes Supplemental Indenture, the 2030 Notes Supplemental Indenture and the 2032 Notes Supplemental Indenture, the “Indenture”), dated as of April 1, 2025, among the Issuers, the Guarantors and the Trustee.

On March 26, 2025, Dell Technologies Inc. (the “Company”), Dell International L.L.C. (“Dell International”), EMC Corporation (together with Dell International, the “Issuers”) and the other Guarantors (as defined below) entered into an underwriting agreement (the “Underwriting Agreement”) with BofA Securities, Inc., Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, HSBC Securities (USA) Inc., J.P. Morgan Securities LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters (together, the “Underwriters”),

The closing of the offering of Notes is expected to occur on April 1, 2025, subject to customary closing conditions.

Under the agreement, the Company also sold its U.S. consumer revolving customer receivables portfolio for total cash consideration of approximately $390 million, resulting in an immaterial gain recognized within the Consolidated Statements of Income.

On October 21, 2024, Secureworks announced that it had entered into a definitive agreement providing for its sale to Sophos Inc., an affiliate of Thoma Bravo, L.P., a private equity and growth capital firm. The transaction was completed on February 3, 2025, subsequent to the close of the Company’s fiscal year ended January 31, 2025, in an all-cash transaction for a purchase price of approximately $0.9 billion.

On March 25, 2024, we terminated our Commercial Framework Agreement with VMware, which provided the framework under which we and VMware continued our commercial relationship following our spin-off of VMware on November 1, 2021.

management identified a material weakness in its internal control over financial reporting as the Company did not design and maintain effective controls over non-recurring credits from certain suppliers that related to cost of net revenue.

On February 27, 2025, Dell Technologies Inc. (the “Company” or “Dell”) issued a press release announcing its financial results for its fiscal quarter and fiscal year ended January 31, 2025.

As announced, the Company has revised its prior period financial statements to correct for the overstatement of cost of goods sold by approximately $200 million in fiscal 2024 and $148 million in fiscal 2025 for the nine months ended November 1, 2024.

During the preparation of the Company’s financial statements for the fiscal year ended January 31, 2025, the Company discovered accumulated credits from suppliers that were not recorded or not recorded in the correct period as a result of actions of certain employees that support a limited number of suppliers within the Client Solutions Group segment.

The Company is committed to addressing the material weakness and has begun to implement changes in processes designed to improve its internal control over financial reporting and to remediate the material weakness.

On December 5, 2024, December 6, 2024, January 6, 2025, January 7, 2025 and January 8, 2025, Dell Technologies Inc. (the “Company”) issued an aggregate of 3,991,503 shares of the Company’s Class C common stock (the “Class C Common Stock”) upon conversion of the same number of shares of the Company’s Class B common stock (the “Class B Common Stock”) 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 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. No commission or other remuneration was paid or given directly or indirectly for soliciting the exchange of such securities.

It is expected that the issuance of any additional shares of Class C Common Stock upon any future optional or automatic conversion of shares of Class B Common Stock also will be made without registration in reliance on the exemption from registration under the Securities Act of 1933 afforded by Section 3(a)(9) thereof.

On March 25, 2024, we terminated our Commercial Framework Agreement with VMware, which provided the framework under which we and VMware continued our commercial relationship following our spin-off of VMware on November 1, 2021.

On October 21, 2024, Secureworks announced that it has entered into a definitive agreement pursuant to which Sophos Inc., an affiliate of Thoma Bravo, L.P., a private equity and growth capital firm, will acquire Secureworks in an all-cash transaction for approximately $0.9 billion, subject to certain closing adjustments. The transaction is expected to close in early 2025, subject to customary closing conditions.

In accordance with applicable accounting guidance, the Company concluded that Secureworks’ assets and liabilities have met the criteria to be classified as held-for-sale as of November 1, 2024.

As a result of the continued strong demand for our AI-optimized servers, backlog levels for such offerings remained elevated as we exited the quarter.

On November 29, 2024, Dell Technologies Inc. (the “Company”) issued an aggregate of 25,000,000 shares of the Company’s Class C common stock (the “Class C Common Stock”) upon conversion of the same number of shares of the Company’s Class A common stock (the “Class A Common Stock”) held by Michael Dell.

A copy of the press release is furnished as Exhibit 99.1 to this current report.

On November 26, 2024, Dell Technologies Inc. (the “Company” or “Dell”) issued a press release announcing its financial results for its fiscal quarter ended November 1, 2024.

In accordance with General Instruction B.2 to Form 8-K, the information contained in this Item 2.02 and in Exhibit 99.1 to this current report is being “furnished” with the Securities and Exchange Commission and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities under such section.

The Notes were issued pursuant to a Base Indenture, dated as of January 24, 2023 (the “Base Indenture”), among the Issuers, the Guarantors (as defined below) and The Bank of New York Mellon Trust Company, N.A., as trustee (in such capacity, the “Trustee”), as supplemented, (i) with respect to the 2030 Notes, by the 2030 Notes Supplemental Indenture No. 1 (the “2030 Notes Supplemental Indenture”), dated as of October 8, 2024, among the Issuers, the Guarantors and the Trustee, and (ii) with respect to the 2035 Notes, by the 2035 Notes Supplemental Indenture No. 1 (the “2035 Notes Supplemental Indenture” and, together with the Base Indenture and the 2030 Notes Supplemental Indenture, the “Indenture”), dated as of October 8, 2024, among the Issuers, the Guarantors and the Trustee.

The Indenture contains covenants that impose limitations on, among other things, creating liens on certain assets to secure debt; consolidating, merging or selling or otherwise disposing of all or substantially all assets; and entering into sale and leaseback transactions. The Indenture also contains customary events of default and covenants for an issuer of investment grade debt securities.

On October 1, 2024, Dell Technologies Inc. (the “Company”), Dell International L.L.C. (“Dell International”), EMC Corporation (together with Dell International, the “Issuers”) and the other Guarantors (as defined below) entered into an underwriting agreement (the “Underwriting Agreement”) with Barclays Capital Inc., Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, SG Americas Securities, LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters (together, the “Underwriters”), pursuant to which the Issuers agreed to issue and sell to the Underwriters $700,000,000 aggregate principal amount of their 4.350% Senior Notes due 2030 (the “2030 Notes”) and $800,000,000 aggregate principal amount of their 4.850% Senior Notes due 2035 (the “2035 Notes” and, together with the 2030 Notes, the “Notes”), in accordance with the terms and conditions set forth in the Underwriting Agreement.

The closing of the offering of Notes is expected to occur on October 8, 2024, subject to customary closing conditions.

The sale of the Notes has been registered with the Securities and Exchange Commission (the “Commission”) in a registration statement on Form S-3, File No. 333-269159 (the “Registration Statement”).

No commission or other remuneration was paid or given directly or indirectly for soliciting the exchange of such securities.

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.

It is expected that the issuance of any additional shares of Class C Common Stock upon any future optional or automatic conversion of shares of Class A Common Stock also will be made without registration in reliance on the exemption from registration under the Securities Act of 1933 afforded by Section 3(a)(9) thereof.

On September 16, 2024 and September 17, 2024, Dell Technologies Inc. (the “Company”) issued an aggregate of 26,500,000 shares of the Company’s Class C common stock (the “Class C Common Stock”) upon conversion of the same number of shares of the Company’s Class A common stock (the “Class A Common Stock”) held by Michael Dell.

On March 25, 2024, the Company terminated the Commercial Framework Agreement with VMware, which provided the framework pursuant to which the Company and VMware continued the commercial relationship following the VMware Spin-off and under which Dell Technologies acted as a distributor of VMware’s stand-alone products and services and purchased such products and services for resale to end-user customers (“VMware Resale”). Dell Technologies no longer acts as a distributor of VMware’s standalone products and services, though the Company will continue to support customers that have purchased resale offerings sold in prior periods.

For the six months ended August 2, 2024, the Company recorded discrete tax benefits of $0.4 billion related to changes in uncertain tax benefits resulting from the expiration of certain statutes of limitations and $0.2 billion related to stock-based compensation.

On August 29, 2024, Dell Technologies Inc. (the “Company” or “Dell”) issued a press release announcing its financial results for its fiscal quarter ended August 2, 2024.

On June 18, 2024, June 20, 2024, July 3, 2024, July 8, 2024 and July 9, 2024, Dell Technologies Inc. (the “Company”) issued an aggregate of 5,645,560 shares of the Company’s Class C common stock (the “Class C Common Stock”) upon conversion of the same number of shares of the Company’s Class B common stock (the “Class B Common Stock”) 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.

In addition, the shares of Class B Common Stock are automatically convertible into shares of Class C Common Stock on a one-to-one basis upon certain transfers in the circumstances described in the certificate of incorporation.

Under the Company’s certificate of incorporation, any holder of Class B Common Stock has the right, at any time and from time to time, to convert all or any of the shares of Class B Common Stock held by such holder into shares of Class C Common Stock on a one-to-one basis.

The holders of the outstanding shares of all outstanding series of the Company’s common stock, voting together as a single class, did not approve a shareholder proposal seeking a report to shareholders on the effectiveness of Dell Technologies Inc.’s diversity, equity, and inclusion efforts, based on the following numbers of votes: For Against Abstentions Broker Non-Votes 123,512,524 4,132,331,070 1,650,081 48,027,236

At the 2024 annual meeting, the Company’s stockholders voted on five proposals.

On June 27, 2024, Dell Technologies Inc. (the “Company”) held its 2024 annual meeting of stockholders (the “2024 annual meeting”).

The holders of the outstanding shares of all outstanding series of the Company’s common stock, voting together as a single class, approved, by an advisory vote, the compensation of the Company’s named executive officers as disclosed in the 2024 proxy statement, based on the following numbers of votes: For Against Abstentions Broker Non-Votes 4,218,818,058 37,538,117 1,137,500 48,027,236

The holders of the outstanding shares of all outstanding series of the Company’s common stock, voting together as a single class, did not approve a shareholder proposal requiring that Dell Technologies Inc.’s website list any recipient of material donations from Dell Technologies Inc., based on the following numbers of votes: For Against Abstentions Broker Non-Votes 7,406,970 4,248,144,305 1,942,400 48,027,236

On March 25, 2024, the Company terminated the Commercial Framework Agreement (“CFA”) with VMware, which provided the framework under which we and VMware continued our commercial relationship following our spin-off of VMware by means of a special stock dividend. We no longer act as a distributor of VMware’s standalone products and services, though we will continue to support customers that have purchased resale offerings sold in prior periods.

During the first quarter of Fiscal 2025, net revenue increased by 6%, driven by an increase in ISG net revenue, that was partially offset by a decrease in other businesses net revenue.

Other businesses net revenue declined primarily due to a decrease in VMware Resale revenue driven by the change in our distributor relationship with VMware.

We expect CSG net revenue to grow, driven in part by the anticipated PC refresh cycle in the latter part of Fiscal 2025.

We expect input costs to increase during Fiscal 2025, notably in the second half of the year, principally driven by anticipated inflation for component costs.

On April 4, 2024, June 3, 2024 and June 4, 2024, Dell Technologies Inc. (the “Company”) issued an aggregate of 4,288,259 shares of the Company’s Class C common stock (the “Class C Common Stock”) upon conversion of the same number of shares of the Company’s Class B common stock (the “Class B Common Stock”) 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.

It is expected that the issuance of any additional shares of Class C Common Stock upon any future optional or automatic conversion of shares of Class A Common Stock or Class B Common Stock also will be made without registration in reliance on the exemption from registration under the Securities Act of 1933 afforded by Section 3(a)(9) thereof.

On May 30, 2024, Dell Technologies Inc. (the “Company” or “Dell”) issued a press release announcing its financial results for its fiscal quarter ended May 3, 2024.

each of the MD stockholders and the SLP stockholders have the right to nominate a number of individuals for election as directors

The meeting will be held virtually on Thursday, June 27, 2024, at 12:00 p.m., Central Time.

Effective September 29, 2023, the Board established a Compensation Committee composed entirely of independent directors.

Anthony Charles Whitten Former Co-Chief Operating Officer 2024 521,808 (13) — 10,014,546 (9) — 23,591 10,559,945

Richard J. Rothberg General Counsel 2024 749,635 — 5,262,949 (9) 882,320 62,062 6,956,966

For Fiscal 2024, as determined under Item 402(u) of the SEC’s Regulation S-K, the annual total compensation for our CEO was $2,997,982, the annual total compensation for our median employee excluding our CEO was $73,283, and the ratio of our CEO’s annual total compensation to our median employee’s annual total compensation was 41 to 1.

Mr. Dell’s annual base salary of $950,000 is reviewed annually.

Under his employment agreement, Mr. Dell is eligible for an annual cash bonus with a target opportunity equal to 200% of his base salary.

Mr. Dell did not receive any equity-based compensation from the Company for Fiscal 2024.

Thomas W. Sweet Former Chief Financial Officer 2024 425,000 (11) — 578,592 (12) — 45,961 1,049,553

Yvonne McGill Chief Financial Officer 2024 583,970 (6) — 5,464,532 (7) 580,650 47,479 6,676,631

William F. Scannell President, Global Sales and Customer Operations 2024 892,308 — 7,438,194 (9) 1,145,724 100,588 9,576,814

Jeffrey W. Clarke Chief Operating Officer and Vice Chairman 2024 1,025,820 — 23,034,304 (8) 2,140,373 47,063 26,247,560

if the executive’s employment is terminated without “cause,” or if the executive resigns for “good reason” (each as defined below), the executive will receive a cash severance payment equal to 300% of the executive’s then-current annual base salary.

Michael S. Dell Chairman and Chief Executive Officer 2024 950,000 — — 2,033,000 47,405 3,030,405

On March 13, 2024, March 14, 2024, March 15, 2024, March 18, 2024, March 19, 2024, March 20, 2024, and March 21, 2024, Dell Technologies Inc. (the “Company”) issued an aggregate of 5,139,967 shares of the Company’s Class C common stock (the “Class C Common Stock”) upon conversion of the same number of shares of the Company’s Class B common stock (the “Class B Common Stock”) 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 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.

It is expected that the issuance of any additional shares of Class C Common Stock upon any future optional or automatic conversion of shares of Class B Common Stock also will be made without registration in reliance on the exemption from registration under the Securities Act of 1933 afforded by Section 3(a)(9) thereof.

On January 25, 2024, under a provision of the CFA permitting us to terminate the agreement upon a change in control of VMware, we delivered notice of termination of the CFA to Broadcom under which the agreement will terminate on March 25, 2024.

On January 4, 2024, Richard J. Rothberg, our General Counsel, adopted a written plan for the sale of up to 114,368 shares of the Company’s Class C Common Stock that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act.

On November 22, 2023, VMware was acquired by Broadcom, Inc. (“Broadcom”).

the Company maintained, in all material respects, effective internal control over financial reporting as of February 2, 2024

management has concluded that our internal control over financial reporting was effective as of February 2, 2024.

The Indenture contains covenants that impose limitations on, among other things, creating liens on certain assets to secure debt; consolidating, merging or selling or otherwise disposing of all or substantially all assets; and entering into sale and leaseback transactions.

The Notes were issued pursuant to a Base Indenture, dated as of January 24, 2023 (the “Base Indenture”), among the Issuers, the Guarantors (as defined below) and The Bank of New York Mellon Trust Company, N.A., as trustee (in such capacity, the “Trustee”), as supplemented by the 2034 Notes Supplemental Indenture No. 1 (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), dated as of March 18, 2024, among the Issuers, the Guarantors and the Trustee.

The information set forth in Item 1.01 is incorporated into this Item 2.03 by reference.

In addition, legal opinions of Simpson Thacher & Bartlett LLP and Holland & Knight LLP relating to the Notes are filed as Exhibit 5.1 and 5.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.