7 unchanged sentences
As a global company with customers operating in a broad range of businesses and industries, our performance is affected by global and regional economic conditions and the demand for technology products and services in international markets.
−Removed: Adverse economic conditions may negatively affect customer demand, and could result in postponed or decreased spending amid customer concerns over elevated inflation and interest rates or slowing demand for their products, reduced asset values, volatile energy costs, the availability and cost of credit, and the stability of financial institutions, financial markets, businesses, local and state governments, and sovereign nations.
−Removed: In Fiscal 2025, global economic uncertainty adversely affected the demand for our products and services as some of our larger customers exhibited caution in their IT spending.
−Removed: Factors contributing to weak or unstable global or regional economic conditions, including those attributable to geopolitical volatility (such as ongoing military conflicts and terrorism), extreme weather events (such as wildfires or flooding), international trade protection measures and disputes, or public health issues also could harm our business by contributing to product shortages or delays, supply chain disruptions, insolvency of key suppliers, customers and counterparties, increased product costs and associated price increases, reduced global sales, and other adverse effects on our operations.
−Removed: Any such effects could have a negative impact on our net revenue and profitability.
+Added: Adverse economic conditions may negatively affect customer demand, and could result in postponed or decreased spending amid customer concerns over elevated inflation and interest rates or slowing demand for our products, reduced asset values, volatile energy costs, the availability and cost of credit, and the stability of financial institutions, financial markets, businesses, local and state governments, and sovereign nations.
+Added: Factors contributing to weak or unstable global or regional economic conditions, including those attributable to geopolitical volatility associated with terrorism, military conflicts (including the Iran conflict), and other events, extreme weather (such as wildfires or flooding), international trade protection measures and disputes, or public health issues, also could harm our business by contributing to product shortages or delays, supply chain disruptions, insolvency of key suppliers, customers and counterparties, increased product costs and associated price increases, reduced global sales, and other adverse effects on our operations.
+Added: Such effects in the past have had, and in future periods could have, a negative impact on our net revenue and profitability.
Trade policies and disputes could result in increased tariffs and other trade restrictions and protectionist measures, which could increase our manufacturing costs, increase prices of and reduce demand for our products, limit our ability to sell to certain customers, hamper our procurement of components or raw materials, or impede or slow the movement of our goods across borders.
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Our competitors may provide offerings that are less costly, perform better, or include additional features.
−Removed: Further, our offering portfolios may quickly become outdated or our market share may quickly erode.
+Added: Further, our offering portfolios may quickly become outdated or our market share may rapidly erode.
Our efforts to balance the mix of products and services to optimize profitability, liquidity, and growth may put pressure on our industry position.
1 unchanged sentence
In addition, companies with which we have strategic alliances may become competitors in other product areas, or current competitors may enter into new strategic relationships with new or existing competitors, all of which may further increase competitive pressures.
−Removed: Table of Conte nts
The operating results of our business units may be adversely affected if we fail to successfully execute our strategy and related initiatives.
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We obtain many products and all of our components from third-party vendors, many of which are located outside of the United States.
−Removed: In addition, significant portions of our products are assembled by contract manufacturers, primarily in various locations in Asia.
+Added: In addition, significant portions of our products are assembled by contract manufacturers, primarily in locations in Asia.
A significant concentration of such outsourced manufacturing is performed by only a few contract manufacturers, often in single locations.
We sell components to these contract manufacturers and generate large non-trade accounts receivables, an arrangement that would present a risk of uncollectibility if the financial condition of a contract manufacturer should deteriorate.
−Removed: We may experience additional supply shortages and price increases caused by changes to raw material availability, manufacturing capacity, labor shortages, public health issues, tariffs, trade disputes and protectionist measures, extreme weather events or effects of climate change, and significant changes in the financial condition of our suppliers.
+Added: We may experience additional supply shortages and price increases caused by changes to raw material availability, increased demand, manufacturing capacity, labor shortages, public health issues, tariffs, trade disputes and protectionist measures, extreme weather events or effects of climate change, and significant changes in the financial condition of our suppliers.
Because we generally maintain minimal levels of component and product inventories, a disruption in component or product availability could harm our ability to fill customer orders on a timely basis and at an acceptable price.
The impact of supply constraints on our operations may be more acute during periods of rapid growth in demand for new products and services, such as the current demand for AI-optimized solutions.
−Removed: We are also subject to risks associated with our receipt from vendors of defective parts and products, which could require the replacement of such parts and products and expose us to reputational harm.
+Added: We may receive defective parts and products from vendors, which could require the replacement of such parts and products and expose us to reputational harm.
Our profitability is affected by our ability to achieve favorable pricing from vendors and contract manufacturers, including through negotiations for vendor rebates, marketing funds, and other vendor funding received in the normal course of business.
−Removed: Because these supplier negotiations are continual and reflect the evolving competitive environment, the variability in timing and amount of incremental vendor discounts and rebates can affect our profitability.
−Removed: The vendor programs may change periodically, and changes in our business may result in increased reliance of vendors with less favorable pricing terms, potentially resulting in adverse profitability trends if we cannot adjust pricing or variable costs.
+Added: Because these supplier negotiations are continual and reflect the evolving competitive environment, the variability in timing and amount of incremental vendor discounts and rebates affects our profitability.
+Added: The vendor programs change periodically, and changes in our business may result in increased reliance on vendors with less favorable pricing terms, potentially resulting in adverse profitability trends if we cannot adjust pricing or variable costs.
An inability to establish a cost and product advantage, or determine alternative means to deliver value to customers, may adversely affect our revenue and profitability.
−Removed: Table of Conte nts
Our use of single-source or limited-source suppliers may adversely affect the availability or timely delivery of some critical products or components.
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If we are not successful in continuing to expand sales to a broader base of customers, our ability to maintain growth in this area may be limited.
−Removed: Sales of AI to large customers may also cause fluctuations in our results of operations, as such large orders may occur in some periods and not others and are generally subject to intense competition and pricing pressure, which can have an impact on our margin and results of operations.
+Added: Sales of AI to large customers may also cause fluctuations in our results of operations, as such large orders may occur in some periods and not others and are generally subject to intense competition and pricing pressure, which can have an impact on our gross margins and results of operations.
Larger orders may also require greater commitments of working capital, such as for purchases of key components, which could adversely affect our cash flow and expose us to the risk of holding excess and obsolete inventory due to delays or cancellations.
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Risks associated with management of our AI solutions and use of AI in our internal functions and operations could result in reputational harm, legal liability, and other adverse effects on our business.
−Removed: The use of AI in our products and services presents ethical and legal risks to our business, financial condition, and results of operations.
+Added: The use of AI in our products, services, and internal processes presents ethical and legal risks to our business, financial condition, and results of operations.
If our use of AI becomes controversial, we may experience loss of user trust, as well as brand or reputational harm, competitive injury, or legal liability.
−Removed: The use of AI technologies also could expose us to an increased risk of cybersecurity threats and incidents and claims or other adverse effects from infringements or violations of intellectual property, including claims related to AI technologies considered to have similarities to other AI technologies.
−Removed: Our use of such technologies could increase the risk of exposure of our or other parties’ proprietary confidential information, or other confidential or sensitive information, to unauthorized recipients, including inadvertent disclosure of confidential or sensitive information into publicly available third-party training sets, and may affect our ability to realize the benefit of, or adequately maintain, protect and enforce, our intellectual property or confidential information.
+Added: The use of AI technologies also could expose us to an increased risk of cybersecurity threats and incidents and claims or other adverse effects from infringements or violations of intellectual property rights, including claims related to AI technologies considered to have similarities to other AI technologies.
+Added: Our use of such technologies could increase the risk of exposure of our or other parties’ proprietary confidential information, or other confidential or sensitive information, to unauthorized recipients, including inadvertent disclosure of confidential or sensitive information into publicly available third-party training data, and may affect our ability to realize the benefit of, or adequately maintain, protect and enforce, our intellectual property or confidential information.
Such risks related to the use of AI could, whether directly or indirectly, harm our results of operations, competitive position, and business.
−Removed: AI is the subject of evolving review by various domestic and international governmental and regulatory agencies, including the SEC and the U.S.
−Removed: Federal Trade Commission, and laws, rules, directives and regulations governing the use of AI, such as the EU Artificial Intelligence Act, are changing and evolving rapidly.
−Removed: We may not always be able to anticipate how to respond to these legal frameworks for AI use and we may have to expend resources to adjust or audit our products and services in certain jurisdictions, especially if the legal frameworks are not consistent across jurisdictions.
+Added: AI is the subject of evolving review by various domestic and international governmental and regulatory agencies, and laws, rules, directives and regulations governing the use of AI are rapidly proliferating and evolving.
+Added: We may not always be able to anticipate how to respond to these legal frameworks for AI use and we may have to expend resources to adjust or audit our products, services, and internal use in certain jurisdictions, especially if the legal frameworks are not consistent across jurisdictions.
In particular, use of personal data in foundational models and intellectual property ownership and license rights, including copyright, of generative and other AI output, have not been fully interpreted by courts or regulations.
−Removed: Any failure or perceived failure by us to comply with laws, rules, directives, and regulations governing the use of AI could have an adverse impact on our business, and we may not be able to claim intellectual property ownership and license rights on content or source code that we create using AI.
−Removed: Table of Conte nts
+Added: Any failure or perceived failure by us to comply with laws, rules, directives, and regulations governing the use of AI could have an adverse impact on our business, including by impairing our ability to claim intellectual property ownership and license rights on content or source code that we create using AI.
Failure to deliver high-quality products, software, and services, or to manage solutions and product and services transitions in an effective manner, could reduce demand and negatively affect the profitability of our operations.
We must identify and address quality issues associated with our products, software, and services, many of which include third-party components.
−Removed: Although quality testing is performed regularly to detect quality problems and implement required solutions, failure to identify and correct significant product quality issues before the sale of such products to customers could result in lower sales, increased warranty or replacement expenses, and reduced customer confidence, which could harm our operating results.
+Added: Although quality testing is performed regularly to detect quality problems and implement required solutions, failure to identify and correct significant product quality issues before the sale or shipment of such products to customers could result in lower sales, increased warranty or replacement expenses, and reduced customer confidence, which could harm our operating results.
In addition, continuing improvements in technology, and the development of new technology, result in the frequent introduction of new solutions, products, and services, improvements in product performance characteristics, and short product life cycles.
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We continue to make significant changes to modernize the way we work and make decisions, improve business outcomes and the customer experience, and reduce costs by leveraging new technology and optimizing business processes.
−Removed: We are pursuing disciplined cost management in coordination with our ongoing business modernization initiatives and will continue to take certain measures to reduce costs, including limitation of external hiring, employee reorganizations, and other actions to align our investments with our strategic priorities and customer needs.
+Added: We are pursuing disciplined cost management in coordination with our ongoing business modernization initiatives and will continue to take certain measures to reduce costs, including employee reorganizations, limitation of external hiring, and other actions to align our investments with our strategic priorities and customer needs.
As a result of these actions, we may experience a loss of continuity, loss of accumulated knowledge, diminished employee productivity, disruptions to our operations, and operational inefficiencies during transitional periods.
1 unchanged sentence
We may experience delays or unanticipated costs in implementing our cost efficiency plans, which could prevent the timely or full achievement of expected cost efficiencies and adversely affect our competitive position and results of operations.
−Removed: Strategic acquisitions and dispositions we pursue may require us to incur costs and expose us to liabilities that could harm our business and adversely affect our financial performance.
−Removed: We may make additional strategic acquisitions of other companies as part of our growth strategy.
−Removed: These transactions may fail to generate a financial return sufficient to offset acquisition costs.
−Removed: We could experience unforeseen operating difficulties in integrating the businesses, technologies, services, products, personnel, or operations of acquired companies, especially if we are unable to retain the key personnel of an acquired company.
−Removed: Acquisitions may result in a delay or reduction of sales because of customer uncertainty and may disrupt our existing business by diverting resources and management attention.
−Removed: Acquisitions also may negatively affect our relationships with strategic partners if they view the transactions as bringing us into competition.
−Removed: To complete an acquisition, we may be required to use substantial amounts of cash, engage in equity or debt financings, or enter into credit agreements to secure additional funds.
−Removed: Such debt financings could involve financial or restrictive covenants that might limit our capital-raising activities and operating flexibility.
−Removed: Further, an acquisition may expose us to unexpected liabilities, require the incurrence of charges and substantial indebtedness or other liabilities, have adverse tax consequences, result in acquired in-process research and development expenses, or require the amortization, write-down, or impairment of amounts related to deferred compensation, goodwill, and other intangible assets.
−Removed: In addition, we periodically divest businesses, including businesses that are no longer a part of our strategic plan.
−Removed: These divestitures require significant investment of time and resources, may disrupt our business and distract management from other responsibilities, and may result in losses on disposition or continued financial involvement in the divested business, including through indemnification or other financial arrangements, which could adversely affect our financial results.
−Removed: Table of Conte nts
Security incidents, including cyber-attacks, could disrupt our operations and result in the compromise of networks, systems, and assets, and the breach or loss of proprietary, personal, or confidential information of our company or of our workforce, customers, partners, or third parties.
−Removed: We routinely receive, collect, manage, store, transmit, and process large amounts of proprietary information and confidential data, including personally identifiable and other sensitive information, relating to our operations, products, partners, and customers.
+Added: We routinely receive, collect, manage, store, transmit, and process large amounts of proprietary information and confidential data, including personally identifiable and other sensitive information, relating to our operations, products, partners, vendors, and customers.
We face numerous sophisticated and evolving cyber threats of significant scale, volume, severity, and complexity, including threats specifically designed for or directly targeted at us, making it increasingly difficult to defend against security incidents successfully or to implement adequate preventative measures.
1 unchanged sentence
Future cyber-attacks or incidents, such as some of those we have experienced in the past, could persist undetected in our environments for a period of time.
−Removed: Despite our cybersecurity governance and investment in controls and security measures, threat actors, including nation states and state-sponsored organizations, pose a significant risk of penetrating or bypassing our security defenses, including by utilizing insider threat tactics or utilizing AI tools against our defenses, breaching our information technology systems, and misappropriating or compromising confidential and proprietary information of our company, our partners, or our customers, causing system disruptions and shutdowns, introducing ransomware, malware, or vulnerabilities into our products, systems, and networks or those of our customers and partners, or accessing systems and networks of our customers or partners through connectivity to or credentials taken from our network.
+Added: Despite our cybersecurity governance and investment in controls and security measures, threat actors, including nation states and state-sponsored organizations, pose a significant risk of penetrating or bypassing our security defenses, including by utilizing insider threat tactics, deploying AI tools against our defenses, breaching our information technology systems, and misappropriating or compromising confidential and proprietary information of our company, partners, vendors, or customers, causing system disruptions and shutdowns, introducing ransomware, malware, or vulnerabilities into our products, systems, and networks or those of our customers, partners or vendors, or accessing systems and networks of our customers, partners or vendors through connectivity to or credentials taken from our network.
In some cases, these incidents, which are common in our industry for companies of our size, have resulted in successful attacks on our IT environments.
We are targeted by criminal and other threat actors that conduct cyber-attacks of our systems and networks on an ongoing basis.
−Removed: We have experienced cyber-attacks that leveraged compromised credentials of our partners, employees, and customers to gain unauthorized access to Dell Technologies, partner, and vendor systems and confidential information, including information about our customers, employees, and partners.
−Removed: These incidents have caused, and may in the future cause, disruption to parts of our business operations and could result in regulatory, investigative, recovery, remediation, and litigation expenses.
−Removed: We anticipate that our systems and networks will continue to be targeted by criminal and other threat actors with increasing frequency and potential harm.
−Removed: In particular, we expect that attacks by nation state actors and their agents may intensify during periods of geopolitical conflict.
+Added: We have experienced cyber-attacks that leveraged compromised credentials of our partners, vendors, employees, and customers to gain unauthorized access to Dell Technologies, partner, and vendor systems and confidential information, including information about our customers, employees, and partners.
+Added: These incidents have caused, and may in the future cause, disruption to parts of our business operations, and to the environments and operations of our partners, vendors, and customers, and such incidents could result in regulatory, investigative, recovery, remediation, contractual, and litigation expenses.
+Added: We anticipate that our systems, networks, and employees will continue to be targeted by criminal and other threat actors with increasing frequency and potential harm.
+Added: We expect attacks by nation state actors and their agents to intensify during periods of geopolitical conflict.
+Added: We also expect threat tactics leveraging AI to increase as AI technology availability and capability expand.
The costs to address cybersecurity risks, both before and after a security incident, could be significant, regardless of whether incidents result from an attack on us directly, on customers we service, or on partners or third-party vendors upon which we rely.
−Removed: The costs associated with cybersecurity tools and infrastructure and competition for scarce cybersecurity and IT resources have at times limited, and may in the future limit, our ability to identify, eliminate, or remediate cybersecurity or other security vulnerabilities or problems or enact changes to minimize the attack surface of our network.
−Removed: Our customers, partners, and third-party vendors continue to experience security incidents of varying severity and differing attack methods.
−Removed: These parties possess or transmit our proprietary information and confidential data, including personal data, personally identifiable information, and other sensitive information, which may be exfiltrated if they are affected by a security incident.
−Removed: Targeted cyber-attacks or those that result from a security incident directed at a partner or third-party vendor create a risk of compromise to our internal systems, products, services, and offerings, as well as the systems of our customers, which could result in interruptions, delays, or cessation of service that could disrupt business operations for us and our customers.
+Added: The costs associated with cybersecurity tools and infrastructure and competition for scarce cybersecurity and IT resources have at times limited, and in the future may limit, our ability to identify, eliminate, or remediate cybersecurity or other security vulnerabilities or problems or enact changes to minimize the attack surface of our network.
+Added: In addition, our customers, partners, and vendors continue to experience security incidents of varying severity and attack methods.
+Added: These parties may possess or transmit our proprietary information and confidential data, including personal data, credentials, tokens, access keys, and other sensitive information, which may be exfiltrated if they are affected by a security incident.
+Added: Targeted cyber-attacks or those that result from a security incident directed at a partner or third-party vendor create a risk of compromise to our internal systems, products, services, and offerings, as well as the systems of our customers, which could result in interruptions, delays, or cessation of service that could disrupt business operations for us, our partners and vendors, and our customers.
Our proactive measures and remediation efforts may not always be successful or timely.
1 unchanged sentence
Any such incidents could subject us to government investigations and regulatory enforcement actions, litigation, potential liability, and damage to our brand and reputation, or otherwise harm our business and operations.
−Removed: Table of Conte nts
Hardware, software, and applications that we produce or procure from third parties may contain defects in design or manufacture or other deficiencies, including security vulnerabilities that could interfere with the operation or security of our products, services, and offerings.
1 unchanged sentence
The mitigation techniques they deploy may be ineffective or result in adverse performance, system instability, or data loss, and may not always be available, or available on a timely basis.
−Removed: Further, our use of AI technologies, including generative AI, may make us susceptible to unanticipated security threats from adversaries as we incorporate such technologies into our internal systems, customer-facing services and products, while our understanding of AI-related security risks and protection methods continues to develop.
−Removed: Any actual or perceived security vulnerabilities in our products or services, or those of third-party products we sell or in the open-source software we utilize, could lead to loss of existing or potential customers, and may impede our sales, manufacturing, distribution, outsourcing services, information technology solutions, and other critical functions and offerings.
+Added: Further, our use of AI technologies, including generative and agentic AI, may make us susceptible to unanticipated security threats from adversaries as we incorporate such technologies into our internal systems, customer-facing services and products, while our understanding of AI-related security risks and protection methods continue to develop.
+Added: Any actual or perceived security vulnerabilities in our products or services, or those of third-party products we sell or in the open-source software or AI models we utilize, could lead to loss of existing or potential customers, and may impede our sales, manufacturing, distribution, outsourcing services, information technology solutions, and other critical functions and offerings.
Failure to comply with internal security policies and standards, including secure development lifecycle practices, or to prevent or promptly mitigate security vulnerabilities in our products and offerings may adversely affect our brand and reputation, impact our ability to sell products in certain jurisdictions, and subject us to government investigations, regulatory enforcement actions, litigation, and potential liability resulting from our inability to fulfill our contractual obligations to our customers and partners.
4 unchanged sentences
net revenue is subject to additional risks and uncertainties.
−Removed: Sales outside the United States accounted for approximately half of our consolidated net revenue for Fiscal 2025.
+Added: Sales outside the United States accounted for approximately 45% of our consolidated net revenue for Fiscal 2026.
Our future growth rates and success are substantially dependent on the continued growth of our business outside of the United States.
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Seasonality in our business may change over time.
−Removed: Table of Conte nts
We may lose revenue opportunities and experience gross margin pressure if sales channel participants fail to perform as expected.
3 unchanged sentences
Further, channel participants may consider our direct sales initiatives to conflict with their business interests, which could lead them to reduce their investment in the distribution and sale of such products, or to cease all sales of our products.
+Added: Strategic acquisitions and dispositions we pursue may require us to incur costs and expose us to liabilities that could harm our business and adversely affect our financial performance.
+Added: We may make additional strategic acquisitions of other companies as part of our growth strategy.
+Added: These transactions may fail to generate a financial return sufficient to offset acquisition costs.
+Added: We could experience unforeseen operating difficulties in integrating the businesses, technologies, services, products, personnel, or operations of acquired companies, especially if we are unable to retain the key personnel of an acquired company.
+Added: Acquisitions may result in a delay or reduction of sales because of customer uncertainty and may disrupt our existing business by diverting resources and management attention.
+Added: Acquisitions also may negatively affect our relationships with strategic partners if they view the transactions as bringing us into competition.
+Added: To complete an acquisition, we may be required to use substantial amounts of cash, engage in equity or debt financings, or enter into credit agreements to secure additional funds.
+Added: Such debt financings could involve financial or restrictive covenants that might limit our capital-raising activities and operating flexibility.
+Added: Further, an acquisition may expose us to unexpected liabilities, require the incurrence of charges and substantial indebtedness or other liabilities, have adverse tax consequences, result in acquired in-process research and development expenses, or require the amortization, write-down, or impairment of amounts related to deferred compensation, goodwill, and other intangible assets.
+Added: In addition, we periodically divest businesses, including businesses that are no longer a part of our strategic plan.
+Added: These divestitures require significant investment of time and resources, may disrupt our business and distract management from other responsibilities, and may result in losses on disposition or continued financial involvement in the divested business, including through indemnification or other financial arrangements, which could adversely affect our financial results.
Our financial performance is dependent on access to the capital markets by us or some of our customers.
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As a result, we are subject to the risk that the counterparty to one or more of these arrangements will default, either voluntarily or involuntarily, on its performance under the terms of the arrangement.
−Removed: In times of market distress, a counterparty may default rapidly and without notice, and we may be unable to take action to cover its exposure, either because of lack of contractual ability to do so or because market conditions make it difficult to take effective action.
−Removed: If one of our counterparties becomes insolvent or files for bankruptcy, our ability eventually to recover any losses suffered as a result of that counterparty’s default may be limited by the impaired liquidity of the counterparty or the applicable legal regime governing the bankruptcy proceeding.
+Added: In times of market distress, a counterparty may default rapidly and without notice, and we may be unable to take action to cover our exposure, either because of lack of contractual ability to do so or because market conditions make it difficult to take effective action.
+Added: If one of our counterparties becomes insolvent or files for bankruptcy, our ability to eventually recover any losses suffered as a result of that counterparty’s default may be limited by the impaired liquidity of the counterparty or the applicable legal regime governing the bankruptcy proceeding.
In the event of such a default, we could incur significant losses, which could harm our business and adversely affect our results of operations and financial condition.
−Removed: Table of Conte nts
If the value of our goodwill or intangible assets is materially impaired, our results of operations and financial condition could be materially and adversely affected.
5 unchanged sentences
Our performance and business could suffer if our contracts for ISG services and solutions fail to produce revenue at expected levels due to exercise of customer rights under the contracts, inaccurate estimation of costs, or customer defaults in payment.
−Removed: We offer our ISG customers a range of consumption models for our services and solutions, including as-a-Service, utility, lease, or immediate pay models, designed to match customers’ consumption preferences.
+Added: We offer our ISG customers a range of consumption models for our services and solutions, including utility, subscription, as-a-Service, leases, loans, and immediate pay models, designed to match customers’ consumption preferences.
These solutions generally are multiyear agreements that typically result in recurring revenue streams over the term of the arrangement.
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federal, state, and local governments and with foreign governments represent a significant source of business and are subject to future funding that may affect the extension or termination of programs and to the right of such governments to terminate contracts for convenience or non-appropriation.
−Removed: In addition, there is pressure to reduce spending on governments, both domestically and internationally, notably in recent periods on U.S.
+Added: In addition, there is pressure on governments to reduce spending, both domestically and internationally, notably in recent periods by U.S.
federal government agencies.
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New regulations, legislation and executive orders may also create uncertainty for our ability to develop or protect desirable technology or obtain technology licenses.
−Removed: Table of Conte nts
Infrastructure disruptions could harm our business.
6 unchanged sentences
We also could incur significant expense in repairing system damage and taking other remedial measures.
−Removed: Failure to hedge effectively our exposure to fluctuations in foreign currency exchange rates and interest rates could adversely affect our financial condition and results of operations.
+Added: Failure to effectively hedge our exposure to fluctuations in foreign currency exchange rates and interest rates could adversely affect our financial condition and results of operations.
We utilize derivative instruments to hedge our exposure to fluctuations in foreign currency exchange rates and interest rates.
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A final determination of tax audits or disputes may differ from what is reflected in our historical income tax provisions or benefits and accruals.
−Removed: An unfavorable outcome in certain of these matters could result in a substantial increase in our tax expense.
+Added: An unfavorable outcome in some of these matters could have a material impact on our results of operations, financial position, and cash flows.
Further, our provision for income taxes could be adversely affected by changes in the valuation of deferred tax assets.
−Removed: Table of Conte nts
Our profitability could suffer from declines in fair value or impairment of our portfolio investments.
We invest a portion of our available funds in a portfolio consisting of both equity and debt securities of various types and maturities pending the deployment of these funds in our business.
+Added: Our earnings performance could suffer from declines in fair value or impairment of our investments.
Our equity investments consist of strategic investments in both marketable and non-marketable securities.
3 unchanged sentences
Our debt securities generally are classified as held to maturity and are recorded in our financial statements at amortized cost.
−Removed: Our earnings performance could suffer from declines in fair value or impairment of our investments.
Unfavorable results of legal proceedings could harm our business and result in substantial costs.
6 unchanged sentences
In addition, our business, operating results, and financial condition could be adversely affected if any infringement or other intellectual property claim made against us by any third party is successful, resulting in damages being assessed and injunctions granted, or if we fail to develop non-infringing technology or license the proprietary rights on commercially reasonable terms and conditions.
−Removed: Evolving and varied stakeholder expectations and regulatory requirements with respect to sustainability and ESG activities could harm our reputation, adversely affect our business, and expose us to regulatory proceedings and litigation.
+Added: Evolving and varied stakeholder expectations and regulatory requirements with respect to sustainability and environmental, social, and governance (“ESG”) activities could harm our reputation, adversely affect our business, and expose us to regulatory proceedings and litigation.
Many stakeholders are increasingly focused on ESG considerations with evolving and varied expectations that could expose us to heightened scrutiny and various financial, legal, reputational, operational, compliance, and other risks.
−Removed: We make statements about sustainability and ESG goals and initiatives through our SEC filings, our annual ESG report, our other non-financial reports, information provided on our website, press statements and other communications.
−Removed: Responding to these considerations and successful implementation of these goals and initiatives involves risks and uncertainties, is not guaranteed, and is subject to numerous conditions, as well as standards, processes, regulations, and methodologies that continue to evolve.
−Removed: Any failure, or perceived failure, by us to achieve our sustainability and ESG goals, further our initiatives, adhere to our public statements, comply with federal, state, or international ESG laws and regulations, or meet evolving and varied stakeholder expectations could harm our reputation, adversely affect our business, financial condition or results of operations, and expose us to liabilities under regulatory proceedings or litigation instituted in the United States or in other countries.
−Removed: In recent periods, regulators in various jurisdictions have increasingly expressed or pursued opposing views, legislation, and expectations with respect to sustainability initiatives.
−Removed: Conflicting regulations and a lack of harmonization of ESG legal and regulatory environments across the jurisdictions in which we operate may create enhanced compliance risks and costs.
−Removed: Global climate change, and legal, regulatory, or market measures related to climate change, may negatively affect our business, operations, and financial results.
−Removed: We are subject to risks associated with the long-term effects of climate change on the global economy and on the IT industry in particular.
−Removed: The physical risks associated with climate change include the adverse effects of carbon dioxide and other greenhouse gases on global temperatures, weather patterns, and the frequency and severity of natural disasters.
+Added: We make statements about sustainability and ESG initiatives through our SEC filings, our other non-financial reports, information provided on our website, social media sites, press statements and other communications.
+Added: Successful implementation of these initiatives involves risks and uncertainties, is not guaranteed, and is subject to numerous conditions, as well as standards, processes, regulations, and methodologies that continue to evolve.
+Added: Any failure, or perceived failure, by us to further our ESG initiatives, adhere to our public statements, comply with federal, state, or international laws and regulations, or meet evolving and varied stakeholder expectations could harm our reputation, adversely affect our business, financial condition or results of operations, and expose us to liabilities under regulatory proceedings or litigation instituted in the United States or in other countries.
+Added: In recent periods, regulators in various jurisdictions have increasingly expressed or pursued conflicting views, legislation, and expectations with respect to sustainability initiatives.
+Added: Conflicting regulations and a lack of harmonization of legal and regulatory environments across the jurisdictions in which we operate may create enhanced compliance risks and costs.
+Added: Global climate-related risks, and legal, regulatory, or market measures related to climate, may negatively affect our business, operations, and financial results.
+Added: We are subject to climate-related risks that could impact the global economy and the IT industry in particular.
+Added: The physical risks include the adverse effects of carbon dioxide and other greenhouse gases on global temperatures, weather patterns, and the frequency and severity of natural disasters.
Extreme weather and natural disasters within or outside the United States could make it more difficult and costly for us to manufacture and deliver our products to our customers, obtain production materials from our suppliers, or perform other critical corporate functions.
−Removed: Table of Conte nts
−Removed: Concern over climate change could also result in transition risks such as shifting customer preferences or regulatory changes.
−Removed: Changing customer preferences may result in increased demands regarding our solutions, products, and services, including the use of packaging materials and other components in our products and their environmental impact on sustainability.
+Added: Transition risks, such as shifting customer preferences or regulatory changes, may also result in increased demands regarding our solutions, products, and services, including the use of packaging materials and other components in our products and their environmental impact on sustainability.
These demands may cause us to incur additional costs or make other changes to other operations to respond to such demands, which could adversely affect our financial results.
−Removed: Concern over climate change could result in new legal requirements for us to reduce greenhouse gas emissions and other environmental impacts of our operations, improve our energy efficiency, or undertake sustainability measures that exceed those we currently pursue.
+Added: In addition, concern over climate could result in new or more stringent legal requirements aimed at reducing greenhouse gas emissions and other environmental impacts of our operations, improving energy efficiency, or undertaking sustainability measures that exceed those we currently pursue.
Any such regulatory requirements could cause disruptions in the manufacture of our products and result in increased procurement, production, and distribution costs.
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Foreign Corrupt Practices Act or other anti-corruption laws or export control, customs, trade, or economic sanctions laws may result in severe criminal or civil sanctions and penalties, and we and our subsidiaries may be subject to other liabilities that could have a material adverse effect on our business, results of operations, and financial condition.
−Removed: We are subject to various human rights laws, including provisions of the EU Forced Labor Regulations, US Uniform Forced Labor Protection Act, and the Dodd-Frank Wall Street Reform and Consumer Protection Act intended to improve transparency and accountability concerning the supply of minerals originating from the conflict zones of the Democratic Republic of the Congo or adjoining countries.
−Removed: We incur costs to comply with the disclosure requirements of this law and other costs relating to the sourcing and availability of minerals used in our products.
−Removed: Further, we may face reputational harm if our customers or other stakeholders conclude that we are unable to sufficiently verify the origins of the minerals used in our products.
+Added: We are subject to various human rights laws, including provisions of the EU Forced Labor Regulations, U.S.
+Added: Uniform Forced Labor Protection Act, and the Dodd-Frank Wall Street Reform and Consumer Protection Act intended to improve transparency and accountability concerning the supply of minerals originating from the conflict zones of the Democratic Republic of the Congo or adjoining countries.
+Added: We incur costs to comply with the disclosure requirements of this last law and other costs relating to the sourcing and availability of minerals used in our products.
+Added: Further, we may face reputational harm if our customers or other stakeholders conclude that we are unable to verify sufficiently the origins of the minerals used in our products.
We are highly dependent on the services of Michael S.
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Dell, our founder, Chief Executive Officer, and largest stockholder.
−Removed: Further, we rely on key personnel, including Jeff Clarke and other members of our executive leadership team, to support our business and increasingly complex product and services offerings.
+Added: Further, we rely on key personnel, including Jeffrey W.
+Added: Clarke and other members of our executive leadership team, to support our business and increasingly complex product and services offerings.
Our experienced executives are supported by employees in our U.S.
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Failure by us to do so could adversely affect our competitive position and results of operations.
−Removed: Table of Conte nts
We have outstanding indebtedness and may incur additional debt in the future, which could adversely affect our financial condition.
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Sales of a substantial number of shares of the Class C Common Stock in the public market, or the perception that these sales may occur, could adversely affect the market price of the Class C Common Stock, which could make it more difficult for investors to sell their shares of Class C Common Stock at a time and price that they consider appropriate.
−Removed: These sales, or the possibility that these sales may occur, also could impair our ability to sell equity securities in the future at a time and at a price we deem appropriate, and our ability to use Class C Common Stock as consideration for acquisitions of other businesses, investments, or other corporate purposes.
+Added: These sales, or the possibility that these sales may occur, also could impair our ability to sell equity securities in the future at a time and at a price we deem appropriate, as well as our ability to use Class C Common Stock as consideration for acquisitions of other businesses, investments, or other corporate purposes.
As of March 9, 2026, we had a total of approximately 318 million shares of Class C Common Stock outstanding.
As of March 9, 2026, the 277 million outstanding shares of Class A Common Stock held by the MD stockholders and the 51 million outstanding shares of Class B Common Stock held by the SLP stockholders are convertible into shares of Class C Common Stock at any time on a one-to-one basis.
−Removed: Such shares, upon any conversion into shares of Class C Common Stock, will be eligible for resale in the public market pursuant to Rule 144 under the Securities Act of 1933 (the “Securities Act”), subject to compliance with conditions of Rule 144.
−Removed: Table of Conte nts
−Removed: We have entered into a registration rights agreement with holders of substantially all outstanding shares of Class A Common Stock (which are convertible into the same number of shares of Class C Common Stock), holders of all outstanding shares of Class B Common Stock (which are convertible into the same number of shares of Class C Common Stock), and, as of March 17, 2025, holders of approximately 38 million outstanding shares of Class C Common Stock, pursuant to which we granted such holders and their permitted transferees shelf, demand and/or piggyback registration rights with respect to such shares (including the shares of Class C Common Stock into which the Class A Common Stock and the Class B Common Stock may be converted).
+Added: Such shares, upon any conversion into shares of Class C Common Stock, will be eligible for resale in the public market pursuant to Rule 144 under the Securities Act, subject to compliance with conditions of Rule 144.
+Added: From January 31, 2026 to March 9, 2026, the SLP stockholders converted approximately 1 million shares of Class B Common Stock on a one-for-one basis into approximately 1 million shares of Class C Common Stock.
+Added: We are a party to a registration rights agreement with holders of substantially all outstanding shares of Class A Common Stock (which are convertible into the same number of shares of Class C Common Stock), holders of all outstanding shares of Class B Common Stock (which are convertible into the same number of shares of Class C Common Stock), and, as of March 9, 2026, holders of approximately 20 million outstanding shares of Class C Common Stock, pursuant to which we have granted such holders and their permitted transferees shelf, demand and/or piggyback registration rights with respect to such shares (including the shares of Class C Common Stock into which the Class A Common Stock and the Class B Common Stock may be converted).
Registration of those shares under the Securities Act would permit such holders to sell the shares into the public market.
−Removed: As of January 31, 2025, 26 million shares of Class C Common Stock that were issuable upon the exercise, vesting, or settlement of outstanding stock options, restricted stock units, or deferred stock units under our stock incentive plan, all of which would have been, upon issuance, eligible for sale in the public market, subject where applicable to compliance with Rule 144, and an additional 54 million shares of Class C Common Stock were authorized and reserved for issuance pursuant to potential future awards under the stock incentive plan.
−Removed: We also may issue additional stock options in the future that may be exercised for additional shares of Class C Common Stock and additional restricted stock units or deferred stock units that may vest.
−Removed: We expect that all shares of Class C Common Stock issuable with respect to such awards will be registered under one or more registration statements on Form S-8 under the Securities Act and available for sale in the open market.
−Removed: We are controlled by the MD stockholders, who, together with the SLP stockholders, collectively own a substantial majority of our common stock and are able to effectively control our actions, including approval of mergers and other significant corporate transactions.
+Added: As of January 30, 2026, 22 million shares of Class C Common Stock that were issuable upon the exercise, vesting, or settlement of outstanding stock options, restricted stock units, or deferred stock units under our stock incentive plan would have been, upon issuance, eligible for sale in the public market, subject where applicable to compliance with Rule 144, and an additional 45 million shares of Class C Common Stock were authorized and reserved for issuance pursuant to potential future awards under the stock incentive plan.
+Added: We also may issue additional stock options in the future that may be exercised for additional shares of Class C Common Stock and additional restricted stock units or deferred stock units that will provide for delivery of shares of Class C Common Stock upon vesting of such awards.
+Added: We expect that all shares of Class C Common Stock issuable with respect to such awards will be registered under one or more registration statements on SEC Form S-8 under the Securities Act and available for sale in the open market.
+Added: We are controlled by the MD stockholders, who, separately and together with the SLP stockholders, collectively own common stock with a majority of the voting power of all our outstanding series of common stock and are able to effectively control our actions, including approval of mergers and other significant corporate transactions.
By reason of their ownership of Class A Common Stock possessing a majority of the aggregate votes entitled to be cast by holders of all outstanding shares of our common stock voting together as a single class, the MD stockholders have the ability to approve any matter submitted to the vote of holders of all of the outstanding shares of the common stock voting together as a single class.
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Further, so long as the MD stockholders or the SLP stockholders each beneficially own at least 5% of all outstanding shares of the common stock entitled to vote generally in the election of directors, each of the MD stockholders or the SLP stockholders, as applicable, are entitled to nominate at least one individual for election as a Group I Director.
−Removed: Table of Conte nts
The MD stockholders, the MSD Partners stockholders, and the SLP stockholders and their respective affiliates may have interests that conflict with the interests of other stockholders or those of Dell Technologies.
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Because we are a “controlled company” within the meaning of the rules of the New York Stock Exchange and, as a result, qualify for exemptions from certain corporate governance requirements, holders of Class C Common Stock do not have the same protections afforded to stockholders of companies that are subject to such requirements.
−Removed: We are a “controlled company” within the meaning of the rules of the New York Stock Exchange (the “NYSE”) because the MD stockholders hold common stock representing more than 50% of the voting power in the election of directors.
+Added: We are a “controlled company” within the meaning of the rules of the New York Stock Exchange (the “NYSE”) because the MD stockholders hold common stock representing more than 50% of the voting power eligible to vote in the election of directors.
As a result, holders of Class C Common Stock do not have the same protections afforded to stockholders of companies that are subject to all of the NYSE’s corporate governance requirements.
Because we are a controlled company, we may elect not to comply with certain corporate governance requirements under NYSE rules, including the requirements that we have a board composed of a majority of “independent directors,” as defined under NYSE rules, and that we have a compensation committee and a nominating/corporate governance committee each composed entirely of independent directors.
−Removed: Although we currently maintain a board composed of a majority of independent directors and three standing committees of the board composed entirely of independent directors, we may decide in the future to change our board membership and committee composition so that the board is not composed of a majority of independent directors or one or more committees are not composed entirely of independent directors.
+Added: Although we currently maintain a board composed of a majority of independent directors and three standing committees of the board composed entirely of independent directors, we may decide in the future to change our board membership and committee composition so that the board is not composed of a majority of independent directors or one or more committees, other than the audit committee, are not composed entirely of independent directors.
Our certificate of incorporation designates a state court of the State of Delaware and the U.S.
6 unchanged sentences
• any action asserting a claim against Dell Technologies or any director or officer or stockholder of Dell Technologies arising pursuant to any provision of the Delaware General Corporation Law or of our certificate of incorporation or bylaws;
−Removed: Table of Conte nts
• any action asserting a claim against us or any director or officer or stockholder of Dell Technologies governed by our internal affairs doctrine.
5 unchanged sentences
Further, dividend payments, if any, are subject to our financial results and the availability of statutory surplus to pay dividends.
−Removed: These factors could result in a change to our current dividend policy.
−Removed: Table of Conte nts
+Added: These or other factors could result in a change to our current dividend policy.
+Added: The amount and frequency of our share repurchases may fluctuate.
+Added: Although our Board of Directors has adopted a stock repurchase program, we are not obligated to repurchase any specific amount of shares of common stock, and the stock repurchase program may be suspended or terminated at any time.
+Added: The amount, timing, and execution of our stock repurchase program may fluctuate, and changes in cash flows, tax laws, and our stock price could also impact our stock repurchase program.
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.