Dell Technologies Inc. 10-Q

ITEM 2 — UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS Purchases of Equity Securities The following table presents information with respect to our purchases of Class C Common Stock during the third quarter of Fiscal 2023. Period Total Number of Shares Purchased Weighted Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Programs Approximate Dollar Value of Shares that May Yet Be Purchased Under the Programs (in millions, except per share amounts) Repurchases from July 30, 2022 to August 26, 2022 1.1 $ 45.52 1.1 $ 2,199 Repurchases from August 27, 2022 to September 23, 2022 7.1 $ 37.94 7.1 $ 1,930 Repurchases from September 24, 2022 to October 28, 2022 8.1 $ 35.53 8.1 $ 1,643 Total 16.3 16.3 All shares were purchased in open-market transactions pursuant to a stock repurchase program approved by our Board of Directors in September 2021 authorizing the repurchase of up to $5 billion of shares of Class C Common Stock. The repurchase program does not have a fixed expiration date. See Note 14 of the Notes to the Condensed Consolidated Financial Statements included in this report for additional information about the stock repurchase program. 93 Table of Contents ITEM 6 — EXHIBIT AND FINANCIAL STATEMENT SCHEDULES Exhibit Number Description 4.1†† Consent to the Extension of Registration Rights Under the Second Amended and Restated Registration Rights Agreement, dated September 22, 2022, among Dell Technologies Inc. (the “Company”) and 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., Silver Lake Technology Investors V, L.P. 10.1††* Form of Amended and Restated Indemnification Agreement Between Dell Technologies Inc. and members of its Board of Directors. 22.1†† List of Guarantor Subsidiaries and Issuers of Guaranteed Securities and Affiliates Whose Securities Collateralize Securities of Dell Technologies Inc. 31.1†† Certification of Michael S. Dell, Chairman and Chief Executive Officer, pursuant to Rule 13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2†† Certification of Thomas W. Sweet, Executive Vice President and Chief Financial Officer, pursuant to Rule 13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1††† Certifications of Michael S. Dell, Chairman and Chief Executive Officer, and Thomas W. Sweet, Executive Vice President and Chief Financial Officer, pursuant to Rule 13a-14(b) or Rule 15d-14(b) under the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 101 .INS†† XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. 101 .SCH†† Inline XBRL Taxonomy Extension Schema Document. 101 .CAL†† Inline XBRL Taxonomy Extension Calculation Linkbase Document. 101 .DEF†† Inline XBRL Taxonomy Extension Definition Linkbase Document. 101 .LAB†† Inline XBRL Taxonomy Extension Label Linkbase Document. 101 .PRE†† Inline XBRL Taxonomy Extension Presentation Linkbase Document. 104 †† Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document (included in Exhibit 101). * Management contracts or compensation plans or arrangements in which directors or executive officers participate. †† Filed with this report. ††† Furnished with this report. 94 Table of Contents SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. DELL TECHNOLOGIES INC. By: /s/ BRUNILDA RIOS Brunilda Rios Senior Vice President, Corporate Finance and Chief Accounting Officer (On behalf of registrant and as principal accounting officer) Dat e: December 5, 2022 95