6 unchanged sentences
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 30, 2026.
−Removed: 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.
+Added: Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that as of January 30, 2026, the Company’s disclosure controls and procedures were effective to accomplish their objectives at the reasonable assurance level.
Management’s Annual Report on Internal Control Over Financial Reporting
2 unchanged sentences
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.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: 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.
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 30, 2026, based on the criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
−Removed: 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: As a result of that evaluation, management has concluded that our internal control over financial reporting was effective as of January 30, 2026.
The effectiveness of our internal control over financial reporting as of January 30, 2026 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.”
−Removed: Remediation of Material Weakness
−Removed: 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.
−Removed: To remediate the material weakness, we are designing and implementing a new control over non-recurring credits from certain suppliers.
−Removed: 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.
−Removed: 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
14 unchanged sentences
ITEM 9B — OTHER INFORMATION
−Removed: Trading Arrangements
−Removed: 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: On December 18, 2025 , Richard Troy Sharp , the Company’s Chief Accounting Officer , adopted a written plan for the sale of up to 2,071 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.
The plan will expire on December 18, 2026 , or on any earlier date on which all of the shares have been sold.
+Added: On January 15, 2026 , Jeffrey W.
+Added: Clarke , the Company’s Vice Chairman and Chief Operating Officer , adopted a written plan for the sale of up to 116,000 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 June 30, 2026 , or on any earlier date on which all of the shares have been sold.
ITEM 9C — DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
2 unchanged sentences
We have adopted a code of ethics applicable to our principal executive officer and our other senior financial officers.
−Removed: The code of ethics, which we refer to as our Code of Ethics for Senior Financial Officers, is available on the Investor Relations page of our website at www.delltechnologies.com.
+Added: The code of ethics, which we refer to as our Code of Ethics for Senior Financial Officers, is available on the Investor Relations page of our website at www.dell.com.
To the extent required by SEC rules, we intend to disclose any amendments to this code and any waiver of a provision of the code for the benefit of any senior financial officers on our website within any period that may be required under SEC rules from time to time.
17 unchanged sentences
ITEM 11 — EXECUTIVE COMPENSATION
−Removed: 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.
−Removed: The revision required a recovery analysis of incentive-based executive compensation under the Dell Technologies Inc.
−Removed: Incentive-Based Compensation Recovery Policy filed as Exhibit 97 to this report.
−Removed: The Company determined that the revision had no recovery impact with respect to such incentive-based compensation.
Information required by this Item 11 is incorporated herein by reference to the 2026 proxy statement, including the information in the 2026 proxy statement appearing under the captions “Proposal 1 — Election of Directors — Director Compensation,” “Compensation Discussion and Analysis” and “Compensation of Executive Officers.”
6 unchanged sentences
ITEM 15 — EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
−Removed: The following documents are filed as part of this Annual Report on Form 10-K:
+Added: (a) The following documents are filed as part of this Annual Report on Form 10-K:
(1) Financial Statements:
2 unchanged sentences
Report of Independent Registered Public Accounting Firm
−Removed: Consolidated Statements of Financial Position at January 31, 2025 and February 2, 2024
−Removed: Consolidated Statements of Income for the fiscal years ended January 31, 2025, February 2, 2024, and February 3, 2023
−Removed: Consolidated Statements of Comprehensive Income for the fiscal years ended January 31, 2025, February 2, 2024, and February 3, 2023
−Removed: Consolidated Statements of Cash Flows for the fiscal years ended January 31, 2025, February 2, 2024, and February 3, 2023
−Removed: Consolidated Statements of Stockholders’ Equity (Deficit) for the fiscal years ended January 31, 2025, February 2, 2024, and February 3, 2023
+Added: Consolidated Statements of Financial Position at January 30, 2026 and January 31, 2025
+Added: Consolidated Statements of Income for the fiscal years ended January 30, 2026, January 31, 2025, and February 2, 2024
+Added: Consolidated Statements of Comprehensive Income for the fiscal years ended January 30, 2026, January 31, 2025, and February 2, 2024
+Added: Consolidated Statements of Cash Flows for the fiscal years ended January 30, 2026, January 31, 2025, and February 2, 2024
+Added: Consolidated Statements of Stockholders’ Equity (Deficit) for the fiscal years ended January 30, 2026, January 31, 2025, and February 2, 2024
Notes to Consolidated Financial Statements
1 unchanged sentence
All schedules have been omitted because they are not applicable or the required information is otherwise included in the Consolidated Financial Statements or Notes thereto.
+Added: (b) The following are filed as exhibits to this Annual Report on Form 10-K:
Number Description
8 unchanged sentences
and VMware, Inc.
−Removed: (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.
+Added: (incorporated by reference to Exhibit 99.2 to the Company’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.
61 unchanged sentences
1, 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 4.3 to the Company’s Current Report on Form 8-K filed with the Commission on December 15, 2021) (Commission File No.
−Removed: 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 (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 4.21).
Form of Global Note for 3.450% Senior Notes due 2051 (included in Exhibit 4.22).
−Removed: Second Amended and Restated Registration Rights Agreement, dated as of December 25, 2018, by and among Dell Technologies Inc.
+Added: Second Amended and Restated Registration Rights Agreement, dated as of December 25, 2018, by and among Dell Technologies Inc., Michael S.
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.
17 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: (incorporated by reference to Exhibit 4.36 to the Company’s Annual Report on Form 10-K for the fiscal year ended February 2, 2024) (Commission File No.
−Removed: Consent to the Extension of Registration Rights Under the Second Amended and Restated Registration Rights Agreement, dated March 25, 2024, among Dell Technologies Inc.
−Removed: 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: (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.
−Removed: Consent to the Extension of Registration Rights Under the Second Amended and Restated Registration Rights Agreement, dated May 20, 2024, among Dell Technologies Inc.
−Removed: 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: Consent to the Extension of Registration Rights Under the Second Amended and Restated Registration Rights Agreement, dated June 24, 2024, among Dell Technologies Inc.
−Removed: 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: (incorporated by reference to Exhibit 4.1 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended August 2, 2024) (Commission File No.
−Removed: Consent to the Extension of Registration Rights Under the Second Amended and Restated Registration Rights Agreement, dated September 12, 2024, among Dell Technologies Inc.
−Removed: 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: (incorporated by reference to Exhibit 4.1 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended November 1, 2024) (Commission File No.
−Removed: Consent to the Extension of Registration Rights Under the Second Amended and Restated Registration Rights Agreement, dated December 5, 2024, among Dell Technologies Inc.
−Removed: 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 .
−Removed: , 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., 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 .
−Removed: , 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., 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 .
−Removed: , 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., 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.
2034 Notes Supplemental Indenture No.
9 unchanged sentences
Form of Global Note for 4.850% Senior Notes due 2035 (included in Exhibit 4.
+Added: 2028 Notes Supplemental Indenture No.
+Added: 1, dated as of April 1, 2025, 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 April 1, 2025) (Commission File No.
+Added: 2030 Notes Supplemental Indenture No.
+Added: 1, dated as of April 1, 2025, 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 April 1, 2025) (Commission File No.
+Added: 2032 Notes Supplemental Indenture No.
+Added: 1, dated as of April 1, 2025, 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 April 1, 2025) (Commission File No.
+Added: 2035 Notes Supplemental Indenture No.
+Added: 1, dated as of April 1, 2025, 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 4.4 to the Company’s Current Report on Form 8-K filed with the Commission on April 1, 2025) (Commission File No.
+Added: Form of Global Note for 4.750% Senior Notes due 2028 (included in Exhibit 4.41).
+Added: Form of Global Note for 5.000% Senior Notes due 2030 (included in Exhibit 4.42).
+Added: Form of Global Note for 5.300% Senior Notes due 2032 (included in Exhibit 4.43).
+Added: Form of Global Note for 5.500% Senior Notes due 2035 (included in Exhibit 4.44).
+Added: 2029 Notes Supplemental Indenture No.
+Added: 1, dated as of October 6, 2025, 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 6, 2025) (Commission File No.
+Added: 2031 Notes Supplemental Indenture No.
+Added: 1, dated as of October 6, 2025, 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 6, 2025) (Commission File No.
+Added: 2032 Notes Supplemental Indenture No.
+Added: 1, dated as of October 6, 2025, 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 October 6, 2025) (Commission File No.
+Added: 2036 Notes Supplemental Indenture No.
+Added: 1, dated as of October 6, 2025, 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 4.4 to the Company’s Current Report on Form 8-K filed with the Commission on October 6, 2025) (Commission File No.
+Added: Form of Global Note for 4.150% Senior Notes due 2029 (included in Exhibit 4.
+Added: Form of Global Note for 4.500% Senior Notes due 2031 (included in Exhibit 4.
+Added: Form of Global Note for 4.750% Senior Notes due 2032 (included in Exhibit 4.5 1 ).
+Added: Form of Global Note for 5.100% Senior Notes due 2036 (included in Exhibit 4.5 2 ).
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.
12 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: Form of Indemnification Agreement between Dell Technolog ies Inc.
−Removed: 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.
+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 quarterly period ended October 28, 2022) (Commission File No.
+Added: Form of Indemnification Agreement between Dell Technologies Inc.
and certain of its executive officers (incorporated by reference to Exhibit 10.40 to the Company’s Annual Report on Form 10-K for the fiscal year ended February 3, 2017) (Commission File No.
45 unchanged sentences
2013 Stock Incentive Plan (as amended and restated as of July 9, 2019) (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on July 11, 2019) (Commission File No.
−Removed: 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: MD Stockholders Agreement, dated as of December 25, 2018, by and among Dell T echnologies Inc.
−Removed: , Denali Intermediate Inc., Dell Inc., EMC Corporation, Denali Finance Corp., Dell International L.L.C., Michael S.
+Added: Amended and Restated Compensation Program for Independent Non-Employee Directors.
+Added: MD Stockholders Agreement, dated as of December 25, 2018, by and among Dell Technologies Inc., 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 amon g Dell T echnologies Inc.
−Removed: , 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 among Dell Technologies Inc., 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 Dell Technologies Inc.
+Added: Second Amended and Restated Management Stockholders Agreement, dated as of December 25, 2018, by and among Dell Technologies Inc., Michael S.
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 Dell Technologies Inc.
+Added: Amended and Restated Class C Stockholders Agreement, dated as of December 25, 2018, by and among Dell Technologies Inc., Michael S.
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 Dell Technologies Inc.
+Added: Second Amended and Restated Class A Stockholders Agreement, dated as of December 25, 2018, by and among Dell Technologies Inc., Michael S.
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.
7 unchanged sentences
(incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on November 1, 2021) (Commission File No.
−Removed: Dell Technologies Inc.
−Removed: Restricted Stock Unit Agreement with Anthony Charles Whitten (incorporated by reference to Exhibit 10.45 to the Company’s Annual Report on Form 10-K for the fiscal year ended February 3, 2023) (Commission File No.
Credit Agreement, dated as of November 1, 2021, among Dell Technologies Inc., Denali Intermediate Inc., Dell Inc., Dell International L.L.C., as a borrower, EMC Corporation, as a borrower, JPMorgan Chase Bank, N.A., as administrative agent, and each of the lenders and other parties from time to time party thereto (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the Commission on November 1, 2021) (Commission File No.
9 unchanged sentences
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 Dell Technologies Inc.
−Removed: 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 September 9, 2025, between the Company and Yvonne McGill (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended October 31, 2025) (Commission File No.
+Added: Form of Restricted Stock Unit Agreement for Non-Employee Directors under the Dell Technologies Inc.
+Added: 2023 Stock Incentive Plan (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended October 31, 2025) (Commission File No.
+Added: Form of Deferred Stock Unit Agreement for Non-Employee Directors under the Dell Technologies Inc.
+Added: 2023 Stock Incentive Plan (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended October 31, 2025) (Commission File No.
+Added: Form of Performance-Based Stock Option Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on October 2, 2025) (Commission File No.
Dell Technologies Inc.
−Removed: Securities Trading Policy .
+Added: Securities Trading Policy (incorporated by reference to Exhibit 19 to the Company’s Annual Report for the fiscal year ended January 31, 2025) (Commission File No.
Subsidiaries of Dell Technologies Inc.
3 unchanged sentences
Dell, Chairman and Chief Executive Officer, pursuant to Rule 13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
−Removed: Certification of Yvonne McGill, Executive Vice President and Chief Financial Officer, pursuant to Rule 13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
+Added: Certification of David Kennedy, Executive Vice President and Chief Financial Officer, pursuant to Rule 13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Certifications of Michael S.
−Removed: Dell, Chairman and Chief Executive Officer, and Yvonne McGill, Executive Vice President and Chief Financial Officer, pursuant to Rule 13a-14(b) or Rule 15d-14(b) under the Securities Exchange Act of 1934 and 18 U.S.C.
+Added: Dell, Chairman and Chief Executive Officer, and David Kennedy, Executive Vice President and Chief Financial Officer, pursuant to Rule 13a-14(b) or Rule 15d-14(b) under the Securities Exchange Act of 1934 and 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
30 unchanged sentences
Lynn Vojvodich Radakovich
−Removed: /s/ YVONNE MCGILL
+Added: /s/ DAVID KENNEDY
Executive Vice President and Chief Financial Officer
−Removed: Yvonne McGill (principal financial officer)
−Removed: /s/ BRUNILDA RIOS
+Added: David Kennedy (principal financial officer)
+Added: /s/ RICHARD TROY SHARP
Senior Vice President, Corporate Finance and
−Removed: Brunilda Rios Chief Accounting Officer
+Added: Richard Troy Sharp Chief Accounting Officer
(principal accounting officer)
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.