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 first quarter of Fiscal 2024: 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 February 4, 2023 to March 3, 2023 1.0 $ 41.74 1.0 $ 1,451 Repurchases from March 4, 2023 to March 31, 2023 2.4 $ 38.16 2.4 $ 1,361 Repurchases from April 1, 2023 to May 5, 2023 2.7 $ 42.86 2.7 $ 1,242 Total 6.1 6.1 This table does not include shares repurchased to satisfy tax withholding obligations in connection with employee equity awards. Effective as of September 23, 2021, our Board of Directors approved our current stock repurchase program with no established expiration date under which we may repurchase from time to time, through open market purchases, block trades, or accelerated or other structured share purchases, up to $5 billion of shares of Class C Common Stock, exclusive of any fees, commissions, or other expenses related to such repurchases. See Note 13 of the Notes to the Condensed Consolidated Financial Statements included in this report for additional information about the stock repurchase program. 84 Table of Contents ITEM 6 — EXHIBITS Exhibit Number Description 4.1† Consent to the Extension of Registration Rights Under the Second Amended and Restated Registration Rights Agreement, dated May 30, 2023, 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 22.1† List of Guarantor Subsidiaries and Issuers of Guaranteed Securities 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). † Filed with this report. †† Furnished with this report. 85 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: June 12, 2023 86