Item 5. Other Information
ITEM 5 — OTHER INFORMATION
On June 11, 2026 , Richard J. Rothberg , the Company’s General Counsel , terminated a trading arrangement that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act. The arrangement, originally adopted on March 10, 2026, was scheduled to remain in effect through June 30, 2026, and provided for the sale of up to 45,000 shares of the Company's Class C Common stock. No shares of Class C Common Stock were sold pursuant to the arrangement prior to its termination.
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ITEM 6 — EXHIBITS
Exhibit
Number Description
2.1
Plan of Conversion (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the Commission on July 1, 2026) (Commission File No. 001-37867)
3.1
Certificate of Formation of Dell Technologies Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the Commission on July 1, 2026) (Commission File No. 001-37867)
3.2†
Amended and Restated Bylaws of Dell Technologies Inc.
4.1†
Consent to the Extension of Registration Rights Under the Second Amended and Restated Registration Rights Agreement, dated June 1 0 , 2026, 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.
4.2
2031 Notes Supplemental Indenture No. 1, dated as of June 16, 2026, 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 June 16, 2026) (Commission File No. 001-37867)
4.3
2034 Notes Supplemental Indenture No. 1, dated as of June 16, 2026, 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 June 16, 2026) (Commission File No. 001-37867)
4.4
2037 Notes Supplemental Indenture No. 1, dated as of June 16, 2026, 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 June 16, 2026) (Commission File No. 001-37867)
4.5
Form of Global Note for 4.750% Senior Notes due 2031 (included in Exhibit 4.2)
4.6
Form of Global Note for 5.000% Senior Notes due 2034 (included in Exhibit 4.3)
4.7
Form of Global Note for 5.250% Senior Notes due 2037 (included in Exhibit 4.4)
10.1
Credit Agreement, dated as of June 10, 2026, among Dell Technologies Inc., Denali Intermediate Inc., Dell Inc., Dell International L.L.C., as a borrower, EMC Corporation, as a borrower and 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 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on June 10, 2026) (Commission File No. 001-37867)
10.2†
Amended and Restated MD Shareholders Agreement, dated as of July 2, 2026, by and among Dell Technologies Inc., Denali Intermediate Inc., Dell Inc., Dell International L.L.C., EMC Corporation, Michael S. Dell and the Susan Lieberman Dell Separate Property Trust
10.3†
Amended and Restated SLP Shareholders Agreement, dated as of July 2, 2026, by and among Dell Technologies Inc., Denali Intermediate Inc., Dell Inc., Dell International L.L.C., EMC Corporation, 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. and the other shareholders named therein
10.4†*
Form of Indemnification Agreement between Dell Technologies Inc. and certain members of its Board of Directors
10.5†*
Form of Indemnification Agreement between Dell Technologies Inc. and certain of its executive officers
22.1†
List of Guarantor Subsidiaries and Issuers of Guaranteed Securities
31.1†
Certification of Michael S. Dell, Chairman and Chief Executive Officer, pursuant to Rule 13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2†
Certification of 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
32.1††
Certifications of Michael S. 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
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101 .INS† XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
101 .SCH† Inline XBRL Taxonomy Extension Schema Document
101 .CAL† Inline XBRL Taxonomy Extension Calculation Linkbase Document
101 .DEF† Inline XBRL Taxonomy Extension Definition Linkbase Document
101 .LAB† Inline XBRL Taxonomy Extension Label Linkbase Document
101 .PRE† Inline XBRL Taxonomy Extension Presentation Linkbase Document
104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document (included in Exhibit 101)
† Filed with this report.
†† Furnished with this report.
* Management contracts or compensation plans or arrangements in which directors or executive officers participate.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
DELL TECHNOLOGIES INC.
By: /s/ RICHARD TROY SHARP
Richard Troy Sharp
Senior Vice President, Corporate Finance and Chief Accounting Officer
(On behalf of registrant and as principal accounting officer)
Dat e: September 8, 2026
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