Dell Technologies Inc. Form 8-K Filing

Dell Technologies Inc. reported on June 11, 2026, the issuance of 3,438,364 shares of Class C common stock upon the conversion of an equal number of Class B common stock shares. These conversions were made by entities including SL SPV-2, L.P., Silver Lake Partners IV, L.P., Silver Lake Technology Investors IV, L.P., Silver Lake Partners V DE (AIV), L.P., and Silver Lake Technology Investors V, L.P. Following these conversions, as of June 15, 2026, the company had 325,046,693 shares of Class C common stock and 44,351,394 shares of Class B common stock outstanding. Holders of Class B common stock have the right to convert their shares into Class C common stock on a one-to-one basis at any time, and such conversion also occurs automatically under certain transfer circumstances as described in the company's certificate of incorporation. The issuance of these Class C shares was conducted without registration, in reliance on Section 3(a)(9) of the Securities Act of 1933, with no commissions paid for solicitation.