{"url_path":"/sec/dell/8-k/2026-07-01/item-8-01","section_key":"item-8-01","section_title":"Item 8.01 Other Events.","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-07-01","source_url":"https://www.sec.gov/Archives/edgar/data/1571996/0001571996-26-000036-index.html","accession_number":"0001571996-26-000036","cik":"0001571996","ticker":"DELL","issuer_name":"Dell Technologies Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1571996/0001571996-26-000036-index.html","primary_entity_key":"0001571996","primary_entity_name":"Dell Technologies Inc."},"word_count":704,"has_tables":true,"body_markdown":"Item 8.01    Other Events.\n\nThe information set forth in Item 3.03 and Item 5.07 of this report is incorporated by reference into this Item 8.01.\n\nOn June 26, 2026, the Company filed (i) a certificate of conversion, together with the Certificate of Formation, with the Secretary of State of the State of Texas and (ii) a certificate of conversion with the Secretary of State of the State of Delaware. Pursuant to these filings, the Redomestication approved by the Company’s stockholders at the 2026 annual meeting described in Item 5.07 became effective on July 1, 2026, at 12:01 a.m. Central Time (the “Effective Time”).\n\nPursuant to the plan of conversion adopted by the Board of Directors as of May 3, 2026, approved by the Company’s stockholders at the 2026 annual meeting as part of the Redomestication proposal, and executed on June 25, 2026 (the “Plan of Conversion”), the Certificate of Formation and the Company's bylaws adopted under Texas law (the “Bylaws”) became effective at the Effective Time.\n\nBy operation of the Plan of Conversion and at the Effective Time:\n\n•the Company continued in existence as a Texas corporation;\n\n•the Company’s internal affairs ceased to be governed by Delaware law and became governed by Texas law; and\n\n•the Company ceased to be subject to its amended and restated certificate of incorporation and amended and restated bylaws in effect pursuant to the Delaware General Corporation Law and became subject to the Certificate of Formation and the Bylaws in effect pursuant to the TBOC.\n\nThe Redomestication did not result in any change in the headquarters, business, jobs, management, properties, location of any of the Company’s offices or facilities, number of employees, obligations, assets, liabilities, net worth (other than as a result of the costs related to the Redomestication), or state of incorporation of any subsidiary of the Company. The conversion of the Delaware Corporation into the Texas Corporation and the resulting cessation of the Company’s existence as a corporation of Delaware will not affect obligations or liabilities of the Company incurred before the conversion. The Company’s rights and obligations under its material contractual arrangements will continue as rights and obligations of the Texas Corporation.\n\nIn addition, at the Effective Time:\n\n•each share of Class A common stock of the Delaware Corporation issued and outstanding or held in treasury automatically converted into one validly issued, fully paid and nonassessable share of Class A common stock of the Texas Corporation;\n\n•each share of Class B common stock of the Delaware Corporation issued and outstanding or held in treasury automatically converted into one validly issued, fully paid and nonassessable share of Class B common stock of the Texas Corporation; and\n\n•each share of Class C common stock of the Delaware Corporation issued and outstanding or held in treasury automatically converted into one validly issued, fully paid and nonassessable share of Class C common stock of the Texas Corporation.\n\nHolders of shares will not have to exchange their stock certificates or book-entry entitlements for new stock certificates or book-entry entitlements.\n\nThe Company’s Class C common stock continues to be listed on the New York Stock Exchange and traded under the symbol “DELL.”\n\nAt the Effective Time, all of the Company’s obligations under the Company’s equity compensation plans became obligations of the Texas Corporation. Each outstanding option to purchase shares of Delaware Corporation Class C common stock under these plans was converted into an option to purchase an equal number of shares of the Texas Corporation Class C common stock at the same exercise price and on the same terms and conditions as those in effect immediately before the Redomestication. Each restricted stock unit, performance stock unit or other equity award was converted into an equivalent award subject to an equal number of shares of the Texas Corporation Class C common stock and with the same terms and conditions issued by the Texas Corporation.\n\nMore detailed information about the Redomestication and the effects thereof is set forth in the 2026 proxy statement referred to in Item 5.07.\n\n4\n\nCopies of the Plan of Conversion, the Certificate of Formation and the Bylaws are filed as Exhibits 2.1, 3.1 and 3.2, respectively, to this report and are incorporated herein by reference into this Item 8.01."}