8-K: Dell Technologies: Class B to Class C Stock Conversions

Dell Technologies Inc. reported on June 11, 2026, the conversion of 3,438,364 shares of Class B common stock to Class C common stock, impacting outstanding share counts.

Summary

• Dell Technologies Inc. (the Company) executed a series of conversions of its Class B common stock into Class C common stock between June 1, 2026, and June 12, 2026.
• A total of 3,438,364 shares of Class B common stock were converted into the same number of Class C common stock shares.
• These conversions were made by specific entities including 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., and Silver Lake Technology Investors V, L.P.
• Following these conversions, as of June 15, 2026, the Company reported 325,046,693 shares of Class C common stock outstanding and 44,351,394 shares of Class B common stock outstanding.
• Holders of Class B common stock have the right to convert their shares into Class C common stock on a one-to-one basis at any time.
• Automatic conversion of Class B shares to Class C shares also occurs upon certain transfers as outlined in the company's certificate of incorporation.
• Both Class C and Class B common stock shares carry identical dividend and liquidation rights.
• The conversions were completed without registration under the Securities Act of 1933, utilizing the exemption under Section 3(a)(9).

Sentiment

Score: 5

Explanation: StockSavvy.ai views this filing as neutral, as it primarily details routine stock conversions without significant financial or operational implications.

Positives

• The conversion process was executed smoothly, with no indication of issues or complications.
• The conversion maintains parity in dividend and liquidation rights between Class B and Class C common stock, ensuring equitable treatment for shareholders.
• The use of the Section 3(a)(9) exemption for unregistered sales simplifies the process and avoids the costs associated with a formal registration.

Negatives

• The filing does not provide specific reasons for the conversion by the Silver Lake entities, leaving potential strategic motivations undisclosed.
• While not a negative, the ongoing potential for further conversions means the exact outstanding share count can fluctuate.

Risks

• The potential for future conversions of Class B to Class C stock could lead to changes in the outstanding share count.
• The automatic conversion clause tied to certain transfers could lead to unexpected shifts in share structure if not closely monitored by stakeholders.

Future Outlook

The company anticipates that any future optional or automatic conversions of Class B Common Stock into Class C Common Stock will also be made without registration under the Securities Act of 1933, relying on the Section 3(a)(9) exemption.

Industry Context

StockSavvy.ai notes that stock conversions, particularly between different classes of common stock with identical rights, are often administrative or strategic moves by major shareholders or the company itself, rather than indicators of fundamental business performance. This type of filing is common for companies with complex capital structures.

Stakeholder Impact

• Shareholders: No immediate impact as Class B and Class C shares have identical dividend and liquidation rights. However, the conversion changes the number of outstanding shares in each class.
• Silver Lake Entities: These entities have converted a portion of their Class B holdings to Class C, potentially for administrative or strategic reasons related to their investment structure.
• The Company: The conversion impacts the reported outstanding share counts for Class B and Class C common stock.

Next Steps

• Continued monitoring of Class B to Class C common stock conversions.
• Potential future conversions may occur automatically upon certain transfers or optionally by shareholders.

Key Dates

Keywords

Dell Technologies, Class C Common Stock, Class B Common Stock, Stock Conversion, SEC Filing, Form 8-K, Silver Lake Partners, Equity Securities