Executive Brief

Dell Technologies issued 3,915,292 shares of Class C common stock upon conversion of an equal number of Class B shares held by Silver Lake entities between September 15-22, 2025 (Item 3.02).
Post-conversion, Dell had 338,646,945 Class C shares and 54,790,897 Class B shares outstanding (Item 3.02).
Class B shares convert one-for-one into Class C shares at holder’s option or automatically upon certain transfers per the certificate of incorporation (Item 3.02).
The issuance relied on the Section 3(a)(9) exemption from registration under the Securities Act of 1933 (Item 3.02).
No commissions or remuneration were paid for the exchange; future conversions expected to follow the same exemption (Item 3.02).
No other Items or Exhibits were disclosed in this 8-K.
This is new information regarding equity structure changes, not previously announced.
Key risk/trigger: potential dilution impact on Class C shares and monitoring future conversions.

Item-by-Item Analysis

What happened: Dell Technologies issued 3,915,292 shares of Class C common stock upon conversion of an equal number of Class B shares held by Silver Lake affiliated entities on September 15, 17, 18, 19, and 22, 2025.
Parties/terms: Conversions involved 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.
Amounts: 3,915,292 shares converted and issued.
Post-transaction share counts: 338,646,945 Class C shares and 54,790,897 Class B shares outstanding as of September 23, 2025.
Conversion rights: Class B shares convertible one-to-one into Class C shares at holder’s discretion or automatically upon certain transfers per certificate of incorporation.
Registration exemption: Issuance relied on Section 3(a)(9) exemption of the Securities Act of 1933.
No commissions or remuneration paid for the exchange.
Future conversions expected to be similarly exempt from registration.
Conditions/closing: Conversions occurred on specified dates; no additional closing conditions noted.
Source: (Item 3.02, entire section).

Dilution: Increase of 3,915,292 Class C shares, reducing Class B shares by the same amount.
Total Class C shares outstanding increased to 338,646,945.
No cash impact or debt incurred.
No compensation or fees paid related to the conversion.

Dilution risk to Class C shareholders from ongoing conversions of Class B shares.
Potential governance impact due to shifting voting power between Class B and Class C shares.
Watch for future conversion activity and any related disclosures.

No OCR or formatting issues detected.
Non-GAAP reconciliation: Not applicable.
Forward-looking statements: None explicitly present.
Related-party transactions: Conversion involves Silver Lake entities, significant shareholders.