Dell Technologies Inc. (DELL) Risk Factors

Recent key developments

Concrete developments — dated events, named agreements and instruments, legal proceedings — that Dell Technologies Inc. surfaced in its latest filing.

• ISG faces intense competition from existing on-premises competitors and increasing competitive pressures from Infrastructure-as-a-Service providers
• ISG has developed traditional, converged, and hyper-converged infrastructure solutions and AI-optimized products and solutions
• CSG faces a decline in worldwide revenues for notebooks, desktops, and workstations and lower shipment forecasts due to a general lengthening of the replacement cycle
• 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
• Sales outside the United States accounted for approximately 45% of consolidated net revenue for Fiscal 2026Fiscal 2026
• As of January 30, 2026, goodwill and intangible assets, net have a combined carrying value of $24.1 billion, representing approximately 24% of total consolidated assetsJanuary 30, 2026
• OECD Pillar One and Pillar Two proposals, including a global minimum tax, may affect countries where we have tax holidays
• Our tax holidays expire in whole or in part from time to time
• We are highly dependent on the services of Michael S. Dell, our CEO and largest stockholder
• We rely on key personnel, including Jeffrey W. Clarke and other members of our executive leadership team
• As of January 30, 2026, we and our subsidiaries had approximately $31.5 billion of indebtednessJanuary 30, 2026
• We may incur up to $5.0 billion of short-term indebtedness under our commercial paper program
• We may incur up to $5.9 billion of additional indebtedness under our revolving credit facility
• Michael Dell and the Susan Lieberman Dell Separate Property Trust and certain Silver Lake Partners funds collectively held approximately 91.7% of total voting power as of March 9, 2026March 9, 2026
• Past or potential future exclusion from FTSE Russell and S&P Dow Jones indices due to multi-class share structure
• As of March 9, 2026, we had approximately 318 million shares of Class C Common Stock outstandingMarch 9, 2026
• As of March 9, 2026, the MD stockholders held 277 million shares of Class A Common Stock convertible into Class C Common Stock on a one-to-one basisMarch 9, 2026
• As of March 9, 2026, the SLP stockholders held 51 million shares of Class B Common Stock convertible into Class C Common Stock on a one-to-one basisMarch 9, 2026
• From January 31, 2026 to March 9, 2026, SLP stockholders converted approximately 1 million shares of Class B Common Stock into Class C Common StockJanuary 31, 2026 to March 9, 2026
• We are a party to a registration rights agreement granting shelf, demand, and/or piggyback registration rights to holders of substantially all outstanding Class A Common Stock, all outstanding Class B Common Stock, and as of March 9, 2026, holders of approximately 20 million shares of Class C Common StockMarch 9, 2026
• As of January 30, 2026, 22 million shares of Class C Common Stock issuable upon exercise, vesting, or settlement of outstanding stock options, restricted stock units, or deferred stock units would be eligible for sale in the public market, subject to Rule 144 complianceJanuary 30, 2026
• An additional 45 million shares of Class C Common Stock were authorized and reserved for issuance under the stock incentive plan for potential future awards
• As of March 9, 2026, the MD stockholders together with the SLP stockholders collectively owned 53.8% of outstanding common stockMarch 9, 2026
• MD stockholders have the right to nominate a number of Group I Directors equal to their percentage of total voting power multiplied by the number of non-audit committee directors, rounded up
• SLP stockholders have the right to nominate a number of Group I Directors equal to their percentage of total voting power multiplied by the number of non-audit committee directors, rounded up
• MD stockholders may amend the bylaws to change the number of directors within the limits of the certificate of incorporation
• Our certificate of incorporation designates a state court of Delaware and U.S. federal district courts as the exclusive forum for certain stockholder legal actions