5 unchanged sentences
Disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) are designed to provide reasonable assurance that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms and that such information is accumulated and communicated to management, including the Chief Executive Officer and the Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosures.
−Removed: In connection with the preparation of this report, our management, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of February 2, 2024.
−Removed: Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were effective at the reasonable assurance level as of February 2, 2024.
+Added: In connection with the preparation of this report, our management, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of January 31, 2025.
+Added: Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that as of January 31, 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.
Management’s Annual Report on Internal Control Over Financial Reporting
1 unchanged sentence
Internal control over financial reporting (as defined in Rules 13a-15(f) and 15d(f) under the Exchange Act) is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.
−Removed: Internal control over financial reporting includes those policies and procedures which (a) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of assets, (b) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, (c) provide reasonable assurance that receipts and expenditures are being made only in accordance with appropriate authorization of management and the board of directors, and (d) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of assets that could have a material effect on the financial statements.
−Removed: In connection with the preparation of this report, our management, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness of our internal control over financial reporting as of February 2, 2024, based on the criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
−Removed: As a result of that evaluation, management has concluded that our internal control over financial reporting was effective as of February 2, 2024.
−Removed: The effectiveness of our internal control over financial reporting as of February 2, 2024 has been audited by PricewaterhouseCoopers LLP, our independent registered public accounting firm, as stated in their report, which is included in “Item 8 — Financial Statements and Supplementary Data.”
+Added: Internal control over financial reporting includes those policies and procedures which (a) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of assets, (b) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles and that receipts and expenditures of the issuer are being made only in accordance with appropriate authorization of management and the directors of the issuer, and (c) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of assets that could have a material effect on the financial statements.
+Added: A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.
+Added: During the preparation of the Company’s financial statements for the fiscal year ended January 31, 2025, 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.
+Added: This material weakness resulted in the revision of the Company’s annual Consolidated Financial Statements previously issued for the fiscal year ended February 2, 2024 and the unaudited interim Condensed Consolidated Financial Statements previously issued for Fiscal 2025 and Fiscal 2024 interim periods.
+Added: While the impacts were not material, individually or in the aggregate, to the Company’s previously issued Consolidated Financial Statements, the material weakness related to non-recurring credits from certain suppliers could result in a material misstatement to the annual or interim Consolidated Financial Statements that would not be prevented or detected until such material weakness is remediated.
+Added: In connection with the preparation of this report, our management, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness of our internal control over financial reporting as of January 31, 2025, based on the criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
+Added: As a result of the material weakness described above, management has concluded that our internal control over financial reporting was not effective as of January 31, 2025.
+Added: The effectiveness of our internal control over financial reporting as of January 31, 2025 has been audited by PricewaterhouseCoopers LLP, our independent registered public accounting firm, as stated in their report, which is included in “Item 8 — Financial Statements and Supplementary Data.”
+Added: Remediation of Material Weakness
+Added: The Company is committed to addressing the material weakness described above and has begun to implement changes in processes designed to improve its internal control over financial reporting.
+Added: To remediate the material weakness, we are designing and implementing a new control over non-recurring credits from certain suppliers.
+Added: As the Company evaluates and enhances its internal control over financial reporting, it may take additional measures to modify, or add to, the remediation measures described above.
+Added: Remediation will not occur until the plans are implemented and there has been appropriate time to conclude through testing that the controls operate effectively.
Changes in Internal Control Over Financial Reporting
−Removed: There were no changes in our internal control over financial reporting during the fiscal quarter ended February 2, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
+Added: We are in the process of an ongoing business modernization initiative to advance our capabilities, leverage new technology, and optimize business processes to change the way we work and make decisions, improve business outcomes, and reduce costs.
+Added: As part of this initiative, we are modernizing accounting and finance systems.
+Added: We have modified and will continue to modify the design and implementation of certain internal control processes to accommodate changes to our business processes and finance procedures, as our business modernization initiative continues.
+Added: There were no other changes in our internal control over financial reporting during the fiscal quarter ended January 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Limitations on the Effectiveness of Controls
10 unchanged sentences
Trading Arrangements
−Removed: On January 4, 2024 , Richard J.
−Removed: 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.
−Removed: The plan will expire on August 30, 2024, or on any earlier date on which all of the shares have been sold.
+Added: On January 13, 2025 , William Green , one of the Company’s directors , adopted a written plan for the sale of up to 272,736 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.
+Added: The plan will expire on December 31, 2025 , or on any earlier date on which all of the shares have been sold.
ITEM 9C — DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
5 unchanged sentences
See “Part I — Item 1 — Business — Information about our Executive Officers” for more information about our executive officers, which is incorporated by reference in this Item 10.
−Removed: Other information required by this Item 10 is incorporated herein by reference to our definitive proxy statement for our 2024 annual meeting of stockholders, referred to as the “2024 proxy statement,” which we will file with the SEC on or before 120 days after our 2024 fiscal year-end, and which will appear in the 2024 proxy statement under the captions “Proposal 1 — Election of Directors” and “Additional Information — Delinquent Section 16(a) Reports,” if applicable.
+Added: Other information required by this Item 10 is incorporated herein by reference to our definitive proxy statement for our 2025 annual meeting of stockholders, referred to as the “2025 proxy statement,” which we will file with the SEC on or before 120 days after our 2025 fiscal year-end, and which will appear in the 2025 proxy statement under the captions “Proposal 1 — Election of Directors,” “Compensation Discussion and Analysis” and “Additional Information — Delinquent Section 16(a) Reports,” if applicable.
The following information about the members of our Board of Directors and the principal occupation or employment of each director is provided as of the date of this report.
1 unchanged sentence
Dell Technologies Inc.
−Removed: Lynn Vojvodich Radakovich
−Removed: Public Company Director
+Added: Founder and CEO
+Added: Grain Management
+Added: (private equity)
Founding Partner
1 unchanged sentence
(investments)
−Removed: Public Company Director
(private equity)
1 unchanged sentence
Public Company Director
−Removed: Founder and CEO
−Removed: Grain Management
−Removed: (private equity)
+Added: Public Company Director
+Added: Lynn Vojvodich Radakovich
+Added: Public Company Director
ITEM 11 — EXECUTIVE COMPENSATION
−Removed: Information required by this Item 11 is incorporated herein by reference to the 2024 proxy statement, including the information in the 2024 proxy statement appearing under the captions “Proposal 1 — Election of Directors — Director Compensation” and “Compensation of Executive Officers.”
+Added: As discussed in Note 1 and Note 22 of the Notes to the Consolidated Financial Statements included in this report, the Consolidated Financial Statements were revised for the fiscal year ended February 2, 2024 and the unaudited interim periods for Fiscal 2025 and Fiscal 2024 to correct for the overstatement of cost of net revenue to the Consolidated Statements of Income, net of the related income tax effect, and the corresponding amounts affecting the Consolidated Statements of Financial Position.
+Added: The revision required a recovery analysis of incentive-based executive compensation under the Dell Technologies Inc.
+Added: Incentive-Based Compensation Recovery Policy filed as Exhibit 97 to this report.
+Added: The Company determined that the revision had no recovery impact with respect to such incentive-based compensation.
+Added: Information required by this Item 11 is incorporated herein by reference to the 2025 proxy statement, including the information in the 2025 proxy statement appearing under the captions “Proposal 1 — Election of Directors — Director Compensation,” “Compensation Discussion and Analysis” and “Compensation of Executive Officers.”
ITEM 12 — SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
4 unchanged sentences
Information required by this Item 14 is incorporated herein by reference to the 2025 proxy statement, including the information in the 2025 proxy statement appearing under the caption “Proposal 2 — Ratification of Appointment of Independent Registered Public Accounting Firm.”
−Removed: ITEM 15 — EXHIBIT AND FINANCIAL STATEMENT SCHEDULES
+Added: ITEM 15 — EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
The following documents are filed as part of this Annual Report on Form 10-K:
3 unchanged sentences
Report of Independent Registered Public Accounting Firm
−Removed: Consolidated Statements of Financial Position at February 2, 2024 and February 3, 2023
−Removed: Consolidated Statements of Income for the fiscal years ended February 2, 2024, February 3, 2023, and January 28, 2022
−Removed: Consolidated Statements of Comprehensive Income for the fiscal years ended February 2, 2024, February 3, 2023, and January 28, 2022
−Removed: Consolidated Statements of Cash Flows for the fiscal years ended February 2, 2024, February 3, 2023, and January 28, 2022
−Removed: Consolidated Statements of Stockholders’ Equity (Deficit) for the fiscal years ended February 2, 2024, February 3, 2023, and January 28, 2022
+Added: Consolidated Statements of Financial Position at January 31, 2025 and February 2, 2024
+Added: Consolidated Statements of Income for the fiscal years ended January 31, 2025, February 2, 2024, and February 3, 2023
+Added: Consolidated Statements of Comprehensive Income for the fiscal years ended January 31, 2025, February 2, 2024, and February 3, 2023
+Added: Consolidated Statements of Cash Flows for the fiscal years ended January 31, 2025, February 2, 2024, and February 3, 2023
+Added: Consolidated Statements of Stockholders’ Equity (Deficit) for the fiscal years ended January 31, 2025, February 2, 2024, and February 3, 2023
Notes to Consolidated Financial Statements
8 unchanged sentences
and VMware, Inc.
−Removed: (incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K of the Company filed with the Commission on October 7, 2021) (Commission File No.
+Added: (incorporated by reference to Exhibit 99.1 to the Company ’ s Current Report on Form 8-K filed with the Commission on October 7, 2021) (Commission File No.
Letter Agreement, dated as of November 1, 2021, by and between Dell Technologies Inc.
and VMware, Inc.
−Removed: (incorporated by reference to Exhibit 99.2 to the Current Report on Form 8-K of the Company filed with the Commission on November 1, 2021) (Commission File No.
+Added: (incorporated by reference to Exhibit 99.2 to the Co mpany ’ s Current Report on Form 8-K filed with the Commission on November 1, 2021) (Commission File No.
Sixth Amended and Restated Certificate of Incorporation of Dell Technologies Inc.
11 unchanged sentences
Base Indenture, dated as of June 1, 2016, among Diamond 1 Finance Corporation and Diamond 2 Finance Corporation, as issuers, and The Bank of New York Mellon Trust Company, N.A., as trustee and collateral agent (incorporated by reference to Exhibit 4.14 to Amendment No.
−Removed: 6 to the Company’s 2016 Form S-4 filed with the Commission on June 3, 2016) (Registration No.
+Added: 6 to the Company’s Registration Statement on Form S-4 (the “ 2016 Form S-4 ” ) filed with the Commission on June 3, 2016) (Registration No.
2026 Notes Supplemental Indenture No.
37 unchanged sentences
1, dated as of March 20, 2019, among Dell International L.L.C., EMC Corporation, the guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as Trustee and Notes Collateral Agent (incorporated by reference to Exhibit 4.4 to the Company’s Current Report on Form 8-K filed with the Commission on March 21, 2019) (Commission File No.
−Removed: 2029 Notes Supplemental Indenture No.
−Removed: 1, dated as of March 20, 2019, among Dell International L.L.C., EMC Corporation, the guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as Trustee and Notes Collateral Agent (incorporated by reference to Exhibit 4.4 to the Company’s Current Report on Form 8-K filed with the Commission on March 21, 2019) (Commission File No.
Base Indenture, dated as of April 9, 2020, among Dell International L.L.C., EMC Corporation, the guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as Trustee and Notes Collateral Agent (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the Commission on April 9, 2020) (Commission File No.
3 unchanged sentences
1, dated as of April 9, 2020, among Dell International L.L.C., EMC Corporation, the guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as Trustee and Notes Collateral Agent (incorporated by reference to Exhibit 4.4 to the Company’s Current Report on Form 8-K filed with the Commission on April 9, 2020) (Commission File No.
−Removed: 2030 Notes Supplemental Indenture No.
−Removed: 1, dated as of April 9, 2020, among Dell International L.L.C., EMC Corporation, the guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as Trustee and Notes Collateral Agent (incorporated by reference to Exhibit 4.4 to the Company’s Current Report on Form 8-K filed with the Commission on April 9, 2020) (Commission File No.
Base Indenture, dated as of December 13, 2021, among Dell International L.L.C., EMC Corporation, the guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as Trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the Commission on December 15, 2021) (Commission File No.
4 unchanged sentences
Registration Rights Agreement, dated as of December 13, 2021, among Dell International L.L.C., EMC Corporation, the guarantors party thereto and BofA Securities, Inc., Barclays Capital Inc., Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC, J.P.
−Removed: Morgan Securities LLC and Wells Fargo Securities LLC, as the representatives for the initial purchasers.
−Removed: (incorporated by reference to Exhibit 4.4 to the Company’s Current Report on Form 8-K filed with the Commission on December 15, 2021) (Commission File No.
+Added: Morgan Securities LLC and Wells Fargo Securities LLC, as the representatives for the initial purchasers (incorporated by reference to Exhibit 4.4 to the Company’s Current Report on Form 8-K filed with the Commission on December 15, 2021) (Commission File No.
Form of Global Note for 3.375% Senior Notes due 2041 (included in Exhibit 4.2 1 ).
Form of Global Note for 3.450% Senior Notes due 2051 (included in Exhibit 4.2 2 ).
−Removed: Second Amended and Restated Registration Rights Agreement, dated as of December 25, 2018, by and among the Company, Michael S.
+Added: Second Amended and Restated Registration Rights Agreement, dated as of December 25, 2018, by and among Dell Technologies Inc.
Dell, Susan Lieberman Dell Separate Property Trust, MSDC Denali Investors, L.P., MSDC Denali EIV, LLC, Silver Lake Partners III, L.P., Silver Lake Technology Investors III, L.P., Silver Lake Partners IV, L.P., Silver Lake Technology Investors IV, L.P., SLP Denali Co-Invest, L.P., Venezio Investments Pte.
15 unchanged sentences
(incorporated by reference to Exhibit 4.1 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended October 30, 2020) (Commission File No.
−Removed: Consent to the Extension of Registration Rights Under the Second Amended and Restated Registration Rights Agreement, dated January 18, 2023, among Dell Technologies Inc.
+Added: Consent to the Extension of Registration Rights Under the Second Amended and Restated Registration Rights Agreement, dated December 13, 2023, among Dell Technologies Inc.
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.
3 unchanged sentences
(incorporated by reference to Exhibit 4.1 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended May 3, 2024) (Commission File No.
+Added: Consent to the Extension of Registration Rights Under the Second Amended and Restated Registration Rights Agreement, dated May 20, 2024, among Dell Technologies Inc.
+Added: 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.
Consent to the Extension of Registration Rights Under the Second Amended and Restated Registration Rights Agreement, dated June 24, 2024, among Dell Technologies Inc.
6 unchanged sentences
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.
−Removed: Base Indenture, dated as of January 24, 2023, among Dell International L.L.C, EMC Corporation, the guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as Trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the Commission on January 24, 2023) (Commission File No.
+Added: Base Indenture, dated as of January 24, 2023, among Dell International L.L.C .
+Added: , EMC Corporation, the guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as Trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the Commission on January 24, 2023) (Commission File No.
2028 Notes Supplemental Indenture No.
−Removed: 1, dated as of January 24, 2023, among Dell International L.L.C, EMC Corporation, the guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as Trustee (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed with the Commission on January 24, 2023) (Commission File No.
+Added: 1, dated as of January 24, 2023, among Dell International L.L.C .
+Added: , EMC Corporation, the guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as Trustee (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed with the Commission on January 24, 2023) (Commission File No.
2033 Notes Supplemental Indenture No.
−Removed: 1, dated as of January 24, 2023, among Dell International L.L.C, EMC Corporation, the guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as Trustee (incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed with the Commission on January 24, 2023) (Commission File No.
+Added: 1, dated as of January 24, 2023, among Dell International L.L.C .
+Added: , EMC Corporation, the guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as Trustee (incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed with the Commission on January 24, 2023) (Commission File No.
+Added: 2034 Notes Supplemental Indenture No.
+Added: 1, dated as of March 18, 2024, among Dell International L.L.C., EMC Corporation, the guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as Trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the Commission on March 18, 2024) (Commission File No.
+Added: 2030 Notes Supplemental Indenture No.
+Added: 1, dated as of October 8, 2024, among Dell International L.L.C., EMC Corporation, the guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as Trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the Commission on October 8, 2024) (Commission File No.
+Added: 2035 Notes Supplemental Indenture No.
+Added: 1, dated as of October 8, 2024, among Dell International L.L.C., EMC Corporation, the guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as Trustee (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed with the Commission on October 8, 2024) (Commission File No.
Form of Global Note for 5.250% Senior Notes due 2028 (included in Exhibit 4.3 7 ).
Form of Global Note for 5.750% Senior Notes due 2033 (included in Exhibit 4.
+Added: Form of Global Note for 5.400% Senior Notes due 2034 (included in Exhibit 4.39).
+Added: Form of Global Note for 4.350% Senior Notes due 2030 (included in Exhibit 4.40).
+Added: Form of Global Note for 4.850% Senior Notes due 2035 (included in Exhibit 4.41).
Amended and Restated Description of Common Stock (incorporated by reference to Exhibit 4.42 to the Company’s Annual Report on Form 10-K for the fiscal year ended February 3, 2023) (Commission File No.
3 unchanged sentences
Annual Bonus Plan (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended May 1, 2020) (Commission File No.
−Removed: Employment Agreement, dated October 29, 2013, by and among Dell Inc., the Company and Michael S.
+Added: Employment Agreement, dated October 29, 2013, by and among Dell Inc., Denali Holding, Inc.
+Added: and Michael S.
Dell (incorporated by reference to Exhibit 10.7 to Amendment No.
5 unchanged sentences
Deferred Cash Award Agreement (incorporated by reference to Exhibit 10.26 to the Company’s Annual Report on Form 10-K for the fiscal year ended February 3, 2017) (Commission File No.
−Removed: Amended and Restated Master Transaction Agreement among EMC Corporation, Dell Technologies Inc.
−Removed: and VMware, Inc.
−Removed: dated January 9, 2018 (incorporated by reference to Exhibit 10.1 to VMware, Inc.’s Annual Report on Form 10-K for the fiscal year ended February 2, 2018) (Commission File No.
−Removed: Form of Indemnification Agreement between the Company and certain members of its Board of Directors (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended October 28, 2022) (Commission File No.
−Removed: Form of Indemnification Agreement between EMC Corporation and each of Jeremy Burton, Howard D.
−Removed: Elias and David I.
−Removed: Goulden (incorporated by reference to Exhibit 10.39 to the Company’s Annual Report on Form 10-K for the fiscal year ended February 3, 2017) (Commission File No.
+Added: Form of Indemnification Agreement between Dell Technolog ies Inc.
+Added: and certain members of its Board of Directors (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ly period ended October 28, 2022) (Commission File No.
Form of Indemnification Agreement between Dell Technologies Inc.
10 unchanged sentences
2013 Stock Incentive Plan (incorporated by reference to Exhibit 10.10 to Amendment No.
−Removed: 2 to the Company’s Registration Statement on Form S-4 filed with the Commission on October 4, 2018) (Registration No.
+Added: 2 to the Company’s Registration Statement on Form S-4 (the “ 2018 Form S-4 ” ) filed with the Commission on October 4, 2018) (Registration No.
Form of Amended and Restated Stock Option Agreement-Performance Vesting Option for grants to employees under the Dell Technologies Inc.
2013 Stock Incentive Plan (incorporated by reference to Exhibit 10.11 to Amendment No.
−Removed: 2 to the Company’s Registration Statement on Form S-4 filed with the Commission on October 4, 2018) (Registration No.
+Added: 2 to the Company’s 2018 Form S-4 filed with the Commission on October 4, 2018) (Registration No.
Form of Amended and Restated Stock Option Agreement-Time Vesting Option for grants to executive officers under the Dell Technologies Inc.
2013 Stock Incentive Plan (incorporated by reference to Exhibit 10.12 to Amendment No.
−Removed: 2 to the Company’s Registration Statement on Form S-4 filed with the Commission on October 4, 2018) (Registration No.
+Added: 2 to the Company’s 2018 Form S-4 filed with the Commission on October 4, 2018) (Registration No.
Form of Amended and Restated Stock Option Agreement-Time Vesting Option for grants to employees under the Dell Technologies Inc.
2013 Stock Incentive Plan (incorporated by reference to Exhibit 10.13 to Amendment No.
−Removed: 2 to the Company’s Registration Statement on Form S-4 filed with the Commission on October 4, 2018) (Registration No.
+Added: 2 to the Company’s 2018 Form S-4 filed with the Commission on October 4, 2018) (Registration No.
Form of Amended and Restated Dell Performance Award Agreement for grants to executive officers under the Dell Technologies Inc.
2013 Stock Incentive Plan (incorporated by reference to Exhibit 10.14 to Amendment No.
−Removed: 2 to the Company’s Registration Statement on Form S-4 filed with the Commission on October 4, 2018) (Registration No.
+Added: 2 to the Company’s 2018 Form S-4 filed with the Commission on October 4, 2018) (Registration No.
Form of Amended and Restated Dell Performance Award Agreement for grants to employees under the Dell Technologies Inc.
2013 Stock Incentive Plan (incorporated by reference to Exhibit 10.15 to Amendment No.
−Removed: 2 to the Company’s Registration Statement on Form S-4 filed with the Commission on October 4, 2018) (Registration No.
+Added: 2 to the Company’s 2018 Form S-4 filed with the Commission on October 4, 2018) (Registration No.
Form of Amended and Restated Dell Time Award Agreement for grants to executive officers under the Dell Technologies Inc.
2013 Stock Incentive Plan (incorporated by reference to Exhibit 10.16 to Amendment No.
−Removed: 2 to the Company’s Registration Statement on Form S-4 filed with the Commission on October 4, 2018) (Registration No.
+Added: 2 to the Company’s 2018 Form S-4 filed with the Commission on October 4, 2018) (Registration No.
Form of Amended and Restated Dell Time Award Agreement for grants to employees under the Dell Technologies Inc.
2013 Stock Incentive Plan (incorporated by reference to Exhibit 10.17 to Amendment No.
−Removed: 2 to the Company’s Registration Statement on Form S-4 filed with the Commission on October 4, 2018) (Registration No.
+Added: 2 to the Company’s 2018 Form S-4 filed with the Commission on October 4, 2018) (Registration No.
Form of Amended and Restated Dell Deferred Time Award Agreement for Non-Employee Directors under the Dell Technologies Inc.
2013 Stock Incentive Plan (incorporated by reference to Exhibit 10.18 to Amendment No.
−Removed: 2 to the Company’s Registration Statement on Form S-4 filed with the Commission on October 4, 2018) (Registration No.
+Added: 2 to the Company’s 2018 Form S-4 filed with the Commission on October 4, 2018) (Registration No.
Form of Amended and Restated Stock Option Agreement for Non-Employee Directors (Annual Grant) under the Dell Technologies Inc.
2013 Stock Incentive Plan (incorporated by reference to Exhibit 10.19 to Amendment No.
−Removed: 2 to the Company’s Registration Statement on Form S-4 filed with the Commission on October 4, 2018) (Registration No.
+Added: 2 to the Company’s 2018 Form S-4 filed with the Commission on October 4, 2018) (Registration No.
Form of Stock Option Agreement for Non-Employee Directors (Sign-On Grant) under the Dell Technologies Inc.
2013 Stock Incentive Plan (incorporated by reference to Exhibit 10.20 to Amendment No.
−Removed: 2 to the Company’s Registration Statement on Form S-4 filed with the Commission on October 4, 2018) (Registration No.
+Added: 2 to the Company’s 2018 Form S-4 filed with the Commission on October 4, 2018) (Registration No.
Form of Amended and Restated Stock Option Agreement for grants to executive officers (Rollover Option) under the Dell Technologies Inc.
2013 Stock Incentive Plan (incorporated by reference to Exhibit 10.21 to Amendment No.
−Removed: 2 to the Company’s Registration Statement on Form S-4 filed with the Commission on October 4, 2018) (Registration No.
+Added: 2 to the Company’s 2018 Form S-4 filed with the Commission on October 4, 2018) (Registration No.
Dell Technologies Inc.
1 unchanged sentence
Amended and Restated Compensation Program for Independent Non-Employee Directors (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended August 4, 2023) (Commission File No.
−Removed: Letter Agreement, dated as of July 1, 2018, between the Company and VMware, Inc.
−Removed: (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the Commission on July 2, 2018) (Commission File No.
−Removed: Waiver, dated as of November 14, 2018, among the Company and VMware, Inc.
−Removed: (incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K/A filed with the Commission on November 15, 2018) (Commission File No.
−Removed: MD Stockholders Agreement, dated as of December 25, 2018, by and among the Company, Denali Intermediate Inc., Dell Inc., EMC Corporation, Denali Finance Corp., Dell International L.L.C., Michael S.
+Added: MD Stockholders Agreement, dated as of December 25, 2018, by and among Dell T echnologies Inc.
+Added: , Denali Intermediate Inc., Dell Inc., EMC Corporation, Denali Finance Corp., Dell International L.L.C., Michael S.
Dell and the Susan Lieberman Dell Separate Property Trust (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on December 28, 2018) (Commission File No.
−Removed: SLP Stockholders Agreement, dated as of December 25, 2018, by and among the Company, Denali Intermediate Inc., Dell Inc., EMC Corporation, Denali Finance Corp., Dell International L.L.C., Silver Lake Partners III, L.P., Silver Lake Technology Investors III, L.P., Silver Lake Partners IV, L.P., Silver Lake Technology Investors IV, L.P.
+Added: SLP Stockholders Agreement, dated as of December 25, 2018, by and amon g Dell T echnologies Inc.
+Added: , Denali Intermediate Inc., Dell Inc., EMC Corporation, Denali Finance Corp., Dell International L.L.C., Silver Lake Partners III, L.P., Silver Lake Technology Investors III, L.P., Silver Lake Partners IV, L.P., Silver Lake Technology Investors IV, L.P.
and SLP Denali Co-Invest, L.P.
and the other stockholders named therein (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the Commission on December 28, 2018) (Commission File No.
−Removed: Second Amended and Restated Management Stockholders Agreement, dated as of December 25, 2018, by and among the Company, Michael S.
+Added: Second Amended and Restated Management Stockholders Agreement, dated as of December 25, 2018, by and among Dell Technologies Inc.
Dell, Susan Lieberman Dell Separate Property Trust, Silver Lake Partners III, L.P., Silver Lake Technology Investors III, L.P., Silver Lake Partners IV, L.P., Silver Lake Technology Investors IV, L.P., SLP Denali Co-Invest, L.P.
and the Management Stockholders (as defined therein) (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed with the Commission on December 28, 2018) (Commission File No.
−Removed: Amended and Restated Class C Stockholders Agreement, dated as of December 25, 2018, by and among the Company, Michael S.
+Added: Amended and Restated Class C Stockholders Agreement, dated as of December 25, 2018, by and among Dell Technologies Inc.
Dell, Susan Lieberman Dell Separate Property Trust, Silver Lake Partners III, L.P., Silver Lake Partners IV, L.P., Silver Lake Technology Investors III, L.P., Silver Lake Technology Investors IV, L.P., SLP Denali Co-Invest, L.P.
1 unchanged sentence
(incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K filed with the Commission on December 28, 2018) (Commission File No.
−Removed: Second Amended and Restated Class A Stockholders Agreement, dated as of December 25, 2018, by and among the Company, Michael S.
+Added: Second Amended and Restated Class A Stockholders Agreement, dated as of December 25, 2018, by and among Dell Technologies Inc.
Dell, Susan Lieberman Dell Separate Property Trust, Silver Lake Partners III, L.P., Silver Lake Partners IV, L.P., Silver Lake Technology Investors III, L.P., Silver Lake Technology Investors IV, L.P., SLP Denali Co-Invest, L.P.
15 unchanged sentences
Form of Time-Based Restricted Stock Unit Agreement under the Dell Technologies Inc.
−Removed: 2023 Stock Incentive Plan.
+Added: 2023 Stock Incentive Plan (incorporated by reference to Exhibit 10.44 to the Company’s Annual Report on Form 10-K for the fiscal year ended February 2, 2024) (Commission File No.
Form of Performance-Based Restricted Stock Unit Agreement under the Dell Technologies Inc.
−Removed: 2023 Stock Incentive Plan.
+Added: 2023 Stock Incentive Plan (incorporated by reference to Exhibit 10.45 to the Company’s Annual Report on Form 10-K for the fiscal year ended February 2, 2024) (Commission File No.
Form of Deferred Stock Unit Agreement under the Dell Technologies Inc.
2023 Stock Incentive Plan (incorporated by reference to Exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended August 4, 2023) (Commission File No.
−Removed: Separation Agreement and Release, dated July 27, 2023, between the Company and Anthony Charles Whitten (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended August 4, 2023) (Commission File No.
+Added: Separation Agreement and Release, dated July 27, 2023, between Dell Technologies Inc.
+Added: and Anthony Charles Whitten (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended August 4, 2023) (Commission File No.
+Added: Dell Technologies Inc.
+Added: Securities Trading Policy .
Subsidiaries of Dell Technologies Inc .
8 unchanged sentences
Dell Technologies Inc.
−Removed: Incentive-Based Compensation Recovery Policy effective September 28, 2023.
+Added: Incentive-Based Compensation Recovery Policy effective September 28, 2023 (incorporated by reference to Exhibit 97 to the Company’s Annual Report on Form 10-K for the fiscal year ended February 2, 2024) (Commission File No.
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.
35 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.