8-KFiling Date: Sep 10, 2026

Dell Technologies

Other Events, Financial Statements

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ACC: 0001193125-26-387958

Event Type

Other EventsFinancial Statements
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Event Description

Item 8.01. Other Events
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On September 9, 2026, Dell Technologies Inc., Dell International L.L.C., EMC Corporation, and the other guarantors entered into an underwriting agreement with Barclays Capital Inc., BofA Securities, Inc., Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, HSBC Securities (USA) Inc., J.P. Morgan Securities LLC, TD Securities (USA) LLC, and Wells Fargo Securities, LLC, as representatives of the underwriters. The issuers agreed to sell $1,250,000,000 of 5.100% Senior Notes due 2029, $1,250,000,000 of 5.400% Senior Notes due 2031, $1,500,000,000 of 5.600% Senior Notes due 2033, and $1,000,000,000 of 5.900% Senior Notes due 2037, at public offering prices of 99.953%, 99.836%, 99.475%, and 99.694% of principal, respectively. The notes will be guaranteed on a joint and several unsecured basis by Dell Technologies Inc., Denali Intermediate Inc., and Dell Inc., with closing expected on September 15, 2026, subject to customary closing conditions. The issuers intend to use net proceeds to repay outstanding 4.900% First Lien Notes due 2026 and any remaining proceeds for general corporate purposes, which may include repayment of other debt; the sale is registered under Form S-3ASR, File No. 333-296691.

Original SEC Filing Text expand_more
Item 8.01 Other Events On September 9, 2026, Dell Technologies Inc. (the Company ), Dell International L.L.C. ( Dell International ), EMC Corporation (together with Dell International, the Issuers ) and the other Guarantors (as defined below) entered into an underwriting agreement (the Underwriting Agreement ) with Barclays Capital Inc., BofA Securities, Inc., Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, HSBC Securities (USA) Inc., J.P. Morgan Securities LLC, TD Securities (USA) LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters (together, the Underwriters ), pursuant to which the Issuers agreed to issue and sell to the Underwriters (i) $1,250,000,000 aggregate principal amount of their 5.100% Senior Notes due 2029 (the 2029 Notes ), (ii) $1,250,000,000 aggregate principal amount of their 5.400% Senior Notes due 2031 (the 2031 Notes ), (iii) $1,500,000,000 aggregate principal amount of their 5.600% Senior Notes due 2033 (the 2033 Notes ) and (iv) $1,000,000,000 aggregate principal amount of their 5.900% Senior Notes due 2037 (the 2037 Notes and, together with the 2029 Notes, the 2031 Notes and the 2033 Notes, the Notes ), in accordance with the terms and conditions set forth in the Underwriting Agreement. The 2029 Notes will be sold at a public offering price of 99.953% of the aggregate principal amount thereof, the 2031 Notes will be sold at a public offering price of 99.836% of the aggregate principal amount thereof, the 2033 Notes will be sold at a public offering price of 99.475% of the aggregate principal amount thereof and the 2037 Notes will be sold at a public offering price of 99.694% of the aggregate principal amount thereof. The Notes will be guaranteed on a joint and several unsecured basis by the Company, Denali Intermediate Inc. and Dell Inc. (collectively, the Guarantors ). The closing of the offering of Notes is expected to occur on September 15, 2026, subject to customary closing conditions. The Issuers intend to use the net proceeds from the offering of Notes to repay their outstanding 4.900% First Lien Notes due 2026 and any remaining proceeds for general corporate purposes, which may include the repayment of other debt. The sale of the Notes has been registered with the Securities and Exchange Commission (the Commission ) in a registration statement on Form S-3ASR, File No. 333-296691 (the Registration Statement ). The terms of the Notes are described in the base prospectus included in the Registration Statement, as supplemented by a preliminary prospectus supplement dated September 9, 2026 and a final prospectus supplement dated September 9, 2026. The foregoing summary of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of such document filed as Exhibit 1.1 to this Current Report on Form 8-K.
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Event Description

Item 9.01. Financial Statements
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Item 9.01(d) lists Exhibit 1.1, an Underwriting Agreement dated September 9, 2026, among Dell International L.L.C., EMC Corporation, Dell Technologies Inc., Dell Inc., Denali Intermediate Inc., and Barclays Capital Inc., BofA Securities, Inc., Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, HSBC Securities (USA) Inc., J.P. Morgan Securities LLC, TD Securities (USA) LLC, and Wells Fargo Securities, LLC, as representatives of the several underwriters. It also lists Exhibit 104, Cover Page Interactive Data File, with cover page XBRL tags embedded within the Inline XBRL document. The report is dated September 10, 2026, and signed by Christopher A. Garcia, Senior Vice President and Assistant Secretary, as a duly authorized officer.

Original SEC Filing Text expand_more
Item 9.01 Financial Statements and Exhibits. (d) Exhibits: Exhibit No. Exhibit Description 1.1 Underwriting Agreement, dated September 9, 2026, among Dell International L.L.C., EMC Corporation, Dell Technologies Inc., Dell Inc., Denali Intermediate Inc., and Barclays Capital Inc., BofA Securities, Inc., Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, HSBC Securities (USA) Inc., J.P. Morgan Securities LLC, TD Securities (USA) LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters. 104 Cover Page Interactive Data File the cover page XBRL tags are embedded within the Inline XBRL document. 1 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 hereunto duly authorized. Date: September 10, 2026 Dell Technologies Inc. By: /s/ Christopher A. Garcia Christopher A. Garcia Senior Vice President and Assistant Secretary (Duly Authorized Officer) 2
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Deep Analysis

Dell prices a $5.0B four-tranche senior notes offering (Item 8.01) to term out its 4.900% 2026 first-lien maturities — a refinancing, not new leverage, but it locks in a higher blended coupon near 5.5%.

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keid analysis is for reference only and does not constitute investment advice.