Dell Technologies (DELL) 10-K risk factor changes: FY2025 vs FY2024

The following is a description of [removed: some of the important] [added: material] risk factors that may cause our actual results in future periods to differ substantially from those we currently expect or seek.

As a global company with customers operating in a broad range of businesses and industries, our performance is affected by global [added: and regional] economic conditions and the demand for technology products and services in international markets.

Adverse economic conditions may negatively affect customer demand, and could result in postponed or decreased spending amid customer concerns over [removed: unemployment] [added: elevated inflation and interest rates] or slowing demand for their products, reduced asset values, volatile energy costs, the availability and cost of credit, and the stability [removed: and solvency] of financial institutions, financial markets, businesses, local and state governments, and sovereign nations.

In Fiscal [removed: 2024,] [added: 2025,] global economic uncertainty adversely affected the demand for our products and services as some of our larger customers exhibited [removed: increased] caution in their IT spending.

Factors contributing to weak or unstable global [added: or regional] economic conditions, including those attributable to geopolitical volatility (such as ongoing military conflicts [removed: in Ukraine] and [removed: the Middle East and tensions across the Taiwan Strait),] [added: terrorism), extreme weather events (such as wildfires or flooding),] international trade protection measures and disputes, [removed: such as those between the United States and China,] or public health issues [removed: such as the coronavirus pandemic] also could harm our business by contributing to product shortages or delays, supply chain disruptions, insolvency of key suppliers, [removed: customer] [added: customers] and [removed: counterparty insolvencies,] [added: counterparties,] increased product costs and associated price increases, reduced global sales, and other adverse effects on our operations.

We operate in an industry in which there are rapid technological advances in hardware, software, and services [added: offerings, including AI, cloud, and security-related] offerings.

[removed: Efforts] [added: Our efforts] to balance the mix of products and services to optimize profitability, liquidity, and growth may put pressure on our industry position.

Our [removed: reliance on vendors for products] [added: relationships with our product] and [removed: components, many of which are single-source or limited-source suppliers,] [added: component vendors] could harm our business by adversely affecting product availability, delivery, reliability, and cost.

[removed: The increasing] [added: Our] reliance on vendors subjects us to a greater risk of shortages and reduced control over delivery schedules of components and products, as well as a greater risk of increases in product and component costs.

We may experience additional supply shortages and price increases caused by changes to raw material availability, manufacturing capacity, labor shortages, public health issues, tariffs, trade disputes and protectionist measures, [removed: natural catastrophes] [added: extreme weather events] or [removed: the] effects of climate [removed: change (such as extreme weather conditions, sea level rise, drought, flooding, and wildfires),] [added: change,] and significant changes in the financial condition of our suppliers.

Because we [added: generally] maintain minimal levels of component and product inventories, a disruption in component or product availability could harm our ability to fill customer orders on a timely basis and at an acceptable price.

The vendor programs may change periodically, [added: and changes in our business may result in increased reliance of vendors with less favorable pricing terms,] potentially resulting in adverse profitability trends if we cannot adjust pricing or variable costs.

The [added: operating] results of [removed: operations of] our business units may be adversely affected if we fail to successfully execute our [removed: strategy.][added: strategy and related initiatives.]

Such pressures could result in the erosion of revenue and operating income and [removed: adversely] [added: negatively] affect ISG’s results of operations.

CSG largely relies on sales of [added: notebooks,] desktops, [removed: workstations,] and [removed: notebooks.][added: workstations.]

CSG faces [removed: risk] [added: risks] and uncertainties from fundamental changes in the personal computer market, including a decline in worldwide revenues for [added: notebooks,] desktops, [removed: workstations,] and [removed: notebooks,] [added: workstations,] and lower shipment forecasts for these products due to a general lengthening of the replacement cycle.

[removed: Our inability] [added: Failure] to [added: deliver high-quality products, software, and services, or to] manage solutions and product and services transitions in an effective [removed: manner] [added: manner,] could reduce [removed: the] demand [removed: for our solutions, products,] and [removed: services, and] negatively affect the profitability of our operations.

[removed: Continuing] [added: In addition, continuing] improvements in [removed: technology] [added: technology, and the development of new technology,] result in the frequent introduction of new solutions, products, and services, improvements in product performance characteristics, and short product life cycles.

We [removed: increasingly] [added: frequently] source new products and transition existing products through our contract manufacturers and manufacturing outsourcing relationships to generate cost efficiencies and better serve our customers.

The success of product transitions depends on [removed: a number of factors, including] [added: various factors that include] the availability of sufficient quantities of components at an acceptable cost.

[removed: Cyber-attacks and other security incidents that] [added: Security incidents, including cyber-attacks, could] disrupt our operations [removed: or] [added: and] result in [removed: a network intrusion,] [added: the compromise of networks, systems, and assets, and the] breach or [removed: loss, or other compromise] [added: loss] of [removed: proprietary] [added: proprietary, personal,] or confidential information [removed: about us] [added: of our company] or [added: of] our workforce, customers, partners, or third [removed: parties could negatively affect our business, harm our reputation, cause us to lose clients and expose us to costly regulatory enforcement and litigation.][added: parties.]

We routinely receive, collect, manage, store, transmit, and [removed: otherwise] process large amounts of proprietary information and confidential data, including personally identifiable and other sensitive information, relating to our operations, products, partners, and customers.

Despite our cybersecurity governance and investment in controls and security measures, [removed: criminal or other unauthorized] threat actors, including nation states and state-sponsored organizations, pose a significant risk of penetrating or bypassing our security defenses, [added: including by utilizing insider threat tactics or utilizing AI tools against our defenses,] breaching our information technology systems, and [removed: misappropriating, breaching,] [added: misappropriating] or compromising confidential and proprietary information of our company, our partners, or our customers, causing system disruptions and shutdowns, [removed: or] introducing ransomware, malware, or vulnerabilities into our products, systems, and networks or those of our customers and [removed: partners.][added: partners, or accessing systems and networks of our customers or partners through connectivity to or credentials taken from our network.]

[removed: In the past, we have been] [added: We are] targeted by criminal and other threat actors that [removed: attempted] [added: conduct] cyber-attacks of our systems and [removed: networks.][added: networks on an ongoing basis.]

The costs associated with cybersecurity tools and infrastructure and competition for scarce cybersecurity and IT resources have at times limited, and may in the future limit, our ability to [removed: efficiently] identify, eliminate, or remediate cybersecurity or other security vulnerabilities or problems or enact changes to minimize the attack surface of our network.

Our customers, partners, and third-party vendors continue to experience security incidents of varying [removed: severity, including, among others, ransomware attacks, network intrusions, and exploitations of product] [added: severity] and [removed: software security vulnerabilities.][added: differing attack methods.]

These parties [removed: also] possess or transmit our proprietary information and confidential data, including personal data, personally identifiable information, and other sensitive information, which may be exfiltrated if they are [removed: impacted] [added: affected] by a security incident.

Our proactive measures and remediation efforts [removed: are] [added: may] not always [added: be] successful or timely.

In addition, [removed: breaches] [added: compromises] of our security measures, including through the use and the unapproved dissemination of proprietary information or sensitive or confidential data about us, our customers, partners or other third parties, could impair our intellectual property rights and expose us, our customers, partners, or such other third parties to a risk of loss or misuse of such information or data.

Hardware, software, and applications that we produce or procure from third parties [removed: also] may contain defects in design or manufacture or other deficiencies, including security vulnerabilities that could interfere with the operation or security of our products, services, and offerings.

Any actual or perceived security vulnerabilities in our products or services, or those of third-party products we [removed: sell,] [added: sell or in the open-source software we utilize,] could lead to loss of existing or potential customers, and may impede our sales, manufacturing, distribution, outsourcing services, information technology solutions, and other critical functions and offerings.

Failure to comply with internal security policies and standards, including secure development lifecycle practices, or to prevent or promptly mitigate security vulnerabilities in our products and offerings may adversely affect our brand and [removed: reputation] [added: reputation, impact our ability to sell products in certain jurisdictions,] and subject us to government investigations, regulatory enforcement actions, litigation, and potential liability resulting from our inability to fulfill our contractual obligations to our customers and partners.

As a global enterprise, we [removed: are subject to] [added: face] compliance risks under a significant and increasing number of laws and regulations in the United States, the European Union, China, and numerous other [removed: countries] [added: jurisdictions] relating to cybersecurity, product [removed: and] [added: security,] software supply chain [removed: security,] [added: security] and [added: AI, and] the collection, use, residency, transfer, and protection of [removed: data, including customer data, and other personal, sensitive, confidential, and proprietary information.][added: data.]

[removed: Any] [added: It is likely that in some cases, we will fail to comply with] such [added: requirements, and any such] non-compliance could adversely affect our ability to conduct business or sell our products or offerings in a specific jurisdiction or result in fines or penalties that could [removed: impact] [added: negatively affect] our financial results.

Failure to successfully [removed: execute on strategic initiatives including acquisitions, divestitures, or] [added: implement our] cost [removed: saving measures] [added: efficiency plans] may negatively affect our future results.

We [added: may] make [added: additional] strategic acquisitions of other companies as part of our growth strategy.

[removed: Further, future acquisitions] [added: Acquisitions] may result in a delay or reduction of sales [removed: for both us and the acquired company] because of customer uncertainty [removed: about the continuity] and [removed: effectiveness of solutions offered by either company and] may disrupt our existing business by diverting resources and [removed: significant] management [removed: attention that otherwise would be focused on development of the existing business.][added: attention.]

Acquisitions also may negatively affect our relationships with strategic partners if [added: they view] the [removed: acquisitions are seen] [added: transactions] as bringing us into [removed: competition with such partners.][added: competition.]

Such debt financings could involve [added: financial or] restrictive covenants that might limit our capital-raising activities and operating flexibility.

Further, an acquisition may [removed: negatively affect our results of operations because it may] expose us to unexpected liabilities, require the incurrence of charges and substantial indebtedness or other liabilities, have adverse tax consequences, result in acquired in-process research and development expenses, or [removed: in the future] require the amortization, write-down, or impairment of amounts related to deferred compensation, goodwill, and other intangible [removed: assets, or fail to generate a financial return sufficient to offset acquisition costs.][added: assets.]

Trade policies and disputes could result in increased tariffs and other trade restrictions and protectionist measures, which could increase our manufacturing costs, increase prices of and reduce demand for our products, limit our ability to sell to certain customers, hamper our procurement of components or raw materials, or impede or slow the movement of our goods across borders.

Our ability to respond to such advances and to develop new or improved offerings is critical to our continued success.

We face aggressive competition from a variety of competitors in all areas of our business, including companies that specialize in one or more of our product or service lines.

If we do not successfully adapt to industry developments and changing demand, and evolve our business to keep pace with the demands of current and prospective customers, we may be unable to develop and maintain a competitive advantage, which would adversely affect our unit share position, revenue, and profitability.

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We pursue a strategy of providing broad and innovative technology solutions for the data and artificial intelligence era and being at the forefront of AI, software-defined, and cloud native infrastructure solutions.

To successfully execute our strategy, we must continue to improve cost structures, optimize sales coverage, improve channel execution, manage the increasingly difficult tasks of inventory management and demand forecasting, and strengthen our capabilities in our areas of strategic focus, while continuing to achieve product innovation that builds on our strategic capabilities in areas such as edge computing, hybrid cloud, artificial intelligence, data center networking, network security, and high-performance computing.

The operating results of our business units may be adversely affected if we fail to successfully execute our strategy and related initiatives.

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Our use of single-source or limited-source suppliers may adversely affect the availability or timely delivery of some critical products or components.

The nature of the demand for AI solutions may have adverse effects on our operating performance.

While we expect the buyer base for our AI solutions to continue to expand, to date our AI solutions have been purchased primarily by a small number of larger customers and cloud service providers.

If we are not successful in continuing to expand sales to a broader base of customers, our ability to maintain growth in this area may be limited.

Sales of AI to large customers may also cause fluctuations in our results of operations, as such large orders may occur in some periods and not others and are generally subject to intense competition and pricing pressure, which can have an impact on our margin and results of operations.

Larger orders may also require greater commitments of working capital, such as for purchases of key components, which could adversely affect our cash flow and expose us to the risk of holding excess and obsolete inventory due to delays or cancellations.

These transactions may also involve larger amounts of credit or longer payment terms than have been typical for our business, increasing our risks in the event customers do not pay or make timely payment, particularly where our payment terms with major suppliers of underlying components differ from the payment terms of our customers.

In addition, the accelerated rate of innovation of components from our suppliers may result in higher defects or failure of our offerings to perform, which could cause us to incur increased warranty costs, inventory provisions or impairments and could impact future sales.

Risks associated with management of our AI solutions and use of AI in our internal functions and operations could result in reputational harm, legal liability, and other adverse effects on our business.

The use of AI in our products and services presents ethical and legal risks to our business, financial condition, and results of operations.

If our use of AI becomes controversial, we may experience loss of user trust, as well as brand or reputational harm, competitive injury, or legal liability.

The use of AI technologies also could expose us to an increased risk of cybersecurity threats and incidents and claims or other adverse effects from infringements or violations of intellectual property, including claims related to AI technologies considered to have similarities to other AI technologies.

Our use of such technologies could increase the risk of exposure of our or other parties’ proprietary confidential information, or other confidential or sensitive information, to unauthorized recipients, including inadvertent disclosure of confidential or sensitive information into publicly available third-party training sets, and may affect our ability to realize the benefit of, or adequately maintain, protect and enforce, our intellectual property or confidential information.

Such risks related to the use of AI could, whether directly or indirectly, harm our results of operations, competitive position, and business.

AI is the subject of evolving review by various domestic and international governmental and regulatory agencies, including the SEC and the U.S. Federal Trade Commission, and laws, rules, directives and regulations governing the use of AI, such as the EU Artificial Intelligence Act, are changing and evolving rapidly.

We may not always be able to anticipate how to respond to these legal frameworks for AI use and we may have to expend resources to adjust or audit our products and services in certain jurisdictions, especially if the legal frameworks are not consistent across jurisdictions.

In particular, use of personal data in foundational models and intellectual property ownership and license rights, including copyright, of generative and other AI output, have not been fully interpreted by courts or regulations.

Any failure or perceived failure by us to comply with laws, rules, directives, and regulations governing the use of AI could have an adverse impact on our business, and we may not be able to claim intellectual property ownership and license rights on content or source code that we create using AI.

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We continue to make significant changes to modernize the way we work and make decisions, improve business outcomes and the customer experience, and reduce costs by leveraging new technology and optimizing business processes.

We are pursuing disciplined cost management in coordination with our ongoing business modernization initiatives and will continue to take certain measures to reduce costs, including limitation of external hiring, employee reorganizations, and other actions to align our investments with our strategic priorities and customer needs.

Strategic acquisitions and dispositions we pursue may require us to incur costs and expose us to liabilities that could harm our business and adversely affect our financial performance.

These transactions may fail to generate a financial return sufficient to offset acquisition costs.

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Our cybersecurity program may not always successfully manage or mitigate the effects of these risks.

Future cyber-attacks or incidents, such as some of those we have experienced in the past, could persist undetected in our environments for a period of time.

In some cases these incidents, which are common in our industry for companies of our size, have resulted in successful attacks on our IT environments.

We have experienced cyber-attacks that leveraged compromised credentials of our partners, employees, and customers to gain unauthorized access to Dell Technologies, partner, and vendor systems and confidential information, including information about our customers, employees, and partners.

These incidents have caused, and may in the future cause, disruption to parts of our business operations and could result in regulatory, investigative, recovery, remediation, and litigation expenses.

We anticipate that our systems and networks will continue to be targeted by criminal and other threat actors with increasing frequency and potential harm.

In particular, we expect that attacks by nation state actors and their agents may intensify during periods of geopolitical conflict.

As a result, we face aggressive offering and price competition from both branded and generic competitors.

We compete based on our ability to offer to our customers integrated solutions that provide desired features at a competitive price.

As the technology industry continues to expand, there may be new and increased competition in different geographic regions.

The generally low barriers to entry into the technology industry increase the potential for challenges from new competitors.

Competition also may intensify from an increase in alternatives for mobile and cloud computing solutions.

Although these relationships generate cost efficiencies, they limit our direct control over production.

We experienced some of these adverse effects in recent periods, primarily as a result of impacts of the coronavirus pandemic.

If we fail to achieve favorable pricing from vendors, our profitability could be adversely affected.

Our strategy involves enabling the digital transformation of our customers while leading in the core infrastructure markets in which we compete.

Accordingly, we must continue to expand our customer base through direct sales, new distribution channels, continued development of new growth businesses, further development of relationships with resellers, and augmentation of selected business areas through targeted acquisitions and other commercial arrangements.

As we reach more customers through new distribution channels and expanded reseller relationships, we may fail to effectively manage the increasingly difficult tasks of inventory management and demand forecasting.

Our ability to implement this strategy depends on efficiently transitioning sales capabilities, successfully adding to the breadth of our solutions capabilities through internal development and selective acquisitions of other businesses, and effectively managing the consequences of these strategic initiatives.

If we are unable to meet these challenges, our results of operations could be adversely affected.

Social and ethical issues relating to the use of new and evolving technologies, such as AI, in our offerings may result in reputational harm and liability.

We view our continued investment in AI and generative AI (“GAI”) research and development as an opportunity to enhance our solutions, strengthen our competitive advantage, and contribute to the responsible advancement of AI and GAI technology.

While we aim to do so in a responsible, legal, and ethical manner, social, ethical, regulatory, and legal issues relating to the use of AI and GAI in our offerings may result in reputational harm or liability, and may cause us to incur additional research, development, and compliance costs.

As with many innovations, AI and GAI present risks that could affect their adoption and contribution to our business.

If we enable or offer solutions that draw controversy due to their perceived or actual impact on society, we may experience brand or reputational harm, competitive harm, or legal liability.

Potential government regulation related to AI and GAI use and ethics also may increase the burden and cost of research and development and delay implementation of these technologies.

Failure to deliver high-quality products, software, and services could lead to loss of customers and diminished profitability.

We also face a risk that employees, contractors, or other insiders, particularly those with connectivity to our systems, may introduce vulnerabilities into our environments, facilitate a cybersecurity attack, or take actions to misappropriate our intellectual property and proprietary information.

Continued work-from-home and flexible work arrangements further increase our risk, as employees and contractors of our company and third-party providers are working remotely and using home networks that may pose an increased risk to our networks, data, and cybersecurity.

In addition, our business may be adversely affected by cyber-attacks and data thefts resulting from ongoing wars and geopolitical conflicts.

These attacks are common in our industry for companies of our size and can include such malicious techniques as ransomware, network intrusions, exploitation of zero-day vulnerabilities, distributed denial of service, man-in-the-middle, phishing, vishing, domain name system spoofing, password spraying and other credential attacks, structural query language injection, and malware.

While our security systems and controls have successfully protected us against, and mitigated the impacts of, many attacks of this nature, we have experienced security incidents that negatively affected our business and expect that we will experience similar incidents in the future.

Such information security, data protection, and privacy laws and regulations continue to evolve and may be interpreted and applied differently in different jurisdictions, making it difficult to determine how they may develop and apply to us.

Our execution of transactions and processing and use of customer data, including personal data and personal identifiable information and other data in the conduct of our business, the operation of our products and offerings, and the provision of services to our customers subject us to increased obligations to comply with applicable laws and regulations and may require us to notify regulators, customers, employees, or other third parties of our data processing and data transfer activities, cybersecurity and data protection practices, as well as to provide notification and disclosure of security incidents and data or privacy breaches.

We also face the increasing cost of disparate global regulatory compliance obligations and potential enforcement activities and litigation action in the event we experience a significant disruption of our operations or breach, loss, or other compromise of proprietary or confidential information as a result of a cyber-attack or insider activity.

While we continue to incur significant expenditures to comply with mandatory privacy, security, data protection and localization requirements imposed by law, regulation, industry standards and contractual obligation, we may fail to comply fully with these requirements.

We continue to focus on minimizing operating expenses through cost improvements and simplification of our corporate structure.

Cost saving measures, reorganizations, and divestitures have resulted in workforce reductions and consolidation of facilities.

For example, our services offerings generally have a higher profit margin than consumer products.

In addition, our overall tax benefit from tax incentives could be adversely affected if the global minimum tax provisions discussed above are adopted in a country in which we benefit from an existing tax incentive.

Many governments, regulators, investors, employees, customers, and other stakeholders are increasingly focused on environmental, social and governance (“ESG”) considerations relating to businesses, including climate change and greenhouse gas emissions, human and civil rights, and diversity and inclusion.

Responding to these ESG considerations and implementation of these goals and initiatives involves risks and uncertainties, requires investments, and depends in part on third-party performance or data that is outside our control.

We cannot guarantee that we will achieve our announced ESG goals and initiatives.

In addition, some stakeholders may disagree with our goals and initiatives.

We are or soon will be obligated to comply with new climate-related reporting requirements.

Sustainability reporting frameworks may require us to provide detailed public disclosures about the greenhouse gas emissions and other climate-related effects our activities produce, the climate-related operating and financial risks we face, and the strategies we pursue to reduce and adapt to the impacts of climate change.

We expect to incur substantial costs to prepare these disclosures.

This section of this [added: Annual Report on] Form 10-K generally discusses Fiscal [removed: 2024 and Fiscal 2023 items] [added: 2025] and [removed: presents year-to-year comparisons between] Fiscal 2024 [removed: and Fiscal 2023 results.][added: items.]

Unless the context indicates otherwise, references in this [removed: management’s discussion and analysis] [added: report] to “we,” “us,” “our,” the “Company,” and “Dell Technologies” mean Dell Technologies Inc. and its consolidated subsidiaries, references to “Dell” mean Dell Inc. and Dell Inc.’s consolidated subsidiaries, and references to “EMC” mean EMC Corporation and EMC Corporation’s consolidated subsidiaries.

We refer to our fiscal [removed: year] [added: years] ended [added: January 31, 2025,] February 2, [removed: 2024 as “Fiscal 2024”] [added: 2024,] and [removed: our fiscal year ended] February 3, 2023 as “Fiscal [removed: 2023.” Fiscal 2024 included 52 weeks] [added: 2025,” “Fiscal 2024,”] and [removed: Fiscal 2023 included 53 weeks.][added: “Fiscal 2023,” respectively.]

With our extensive portfolio and our commitment to innovation, we offer secure, integrated solutions that extend from the edge to the core to the cloud, and we are at the forefront of [removed: artificial intelligence (“AI”),] [added: AI,] software-defined, and cloud native infrastructure solutions.

We intend to realize our vision [removed: as we execute] [added: by executing] our strategy [removed: to leverage] [added: of leveraging] our strengths to extend our leadership positions and capture new growth.

- *Infrastructure Solutions Group (“ISG”)* — ISG includes our [removed: storage, server,] [added: servers] and networking [added: offerings and our storage] offerings.

Our CSG portfolio includes branded [removed: PCs] [added: PCs,] including notebooks, desktops, and workstations, branded peripherals, and third-party software and peripherals.

Our [removed: “other businesses”] [added: other businesses] primarily consist of our resale of standalone offerings of VMware LLC (formerly [removed: “VMware, Inc.”] [added: VMware, Inc.] and individually and together with its subsidiaries, “VMware”), referred to as “VMware Resale,” and offerings of SecureWorks Corp. (“Secureworks”).

These businesses are [added: divested businesses or their offerings are no longer actively sold, and are] not classified as reportable segments, either individually or collectively.

For further discussion regarding our current reportable segments, see [removed: “Item 1 Business”,] “Results of Operations — Business Unit [removed: Results,”] [added: Results”] and Note [removed: 19] [added: 18] of the Notes to the Consolidated Financial Statements included in this report.

We offer customers choice in how they acquire our [removed: solutions] [added: solutions,] including traditional purchasing and [removed: financing] offerings [removed: provided by] [added: under the] Dell [removed: Financial Services and its affiliates (“DFS”).][added: Payment Solutions portfolio.]

These offerings [added: provide both payment and consumption solutions, including as-a-Service, subscription, utility, leases, and loans, which] allow our customers to pay over time and provide them with operational and financial flexibility.

For additional information about our financing arrangements, see Note [removed: 6] [added: 5] of the Notes to the Consolidated Financial Statements included in this report.

[removed: Demand for AI-optimized servers outpaced the supply] [added: As a result] of [removed: graphics processing units (“GPUs”)] [added: the continued strong demand] for [removed: these products, resulting in elevated] [added: our AI-optimized servers,] backlog levels for such offerings [added: remained elevated] as we exited the fiscal year.

We experienced a [removed: decline] [added: modest increase] in [added: input costs, primarily driven by both] component and logistics [removed: costs, which we refer to as input] costs.

[removed: - *Broadcom’s] [added: *•Broadcom’s] acquisition of VMware:* On November 22, 2023, [removed: Broadcom, Inc.,] [added: Broadcom Inc.] (“Broadcom”) completed its acquisition of VMware, leading to changes to our relationship with VMware [added: as] described below.

[removed: Throughout the year, we remained] [added: We remain] focused on [added: executing] our key strategic priorities, building long-term value creation for our stakeholders, and addressing our customers’ needs while continuing to make prudent decisions in response to the environment.

[removed: Additionally, we continued] [added: We remain committed] to [removed: execute] [added: disciplined] cost management [removed: measures,] [added: in coordination with our ongoing business modernization initiatives and expect continued reductions in operating expenses as we take certain measures to reduce costs,] including [removed: limiting] [added: limitation of] external hiring, employee reorganizations, and other actions to align our investments with our strategic priorities and customer needs.

[removed: These] [added: We anticipate these] actions [removed: resulted] [added: will result] in [removed: a reduction] [added: additional reductions] in our overall headcount.

We expect [added: modest] CSG net revenue growth for the full fiscal year, driven in part by the anticipated PC refresh cycle in the latter part of Fiscal [removed: 2025.][added: 2026.]

[removed: Throughout Fiscal 2025, we will] [added: We] continue to advance our own capabilities to change the way we work and make decisions, improve business outcomes and the customer experience, and reduce [removed: cost] [added: costs] by leveraging new technology [removed: to streamline our own systems] and [removed: optimize] [added: optimizing] business processes.

[removed: In connection with and upon completion of the VMware Spin-off,] [added: On March 25, 2024,] we [removed: entered into the] [added: terminated our] Commercial Framework Agreement [removed: (“CFA”)] with VMware, which provided the framework under which we and VMware continued our commercial [removed: relationship.][added: relationship following our spin-off of VMware on November 1, 2021.]

[removed: Following the acquisition, Broadcom] [added: *Relationship with VMware* — On November 22, 2023, VMware was acquired by Broadcom, and subsequently] announced changes to its go-to-market approach for VMware offerings [removed: which] [added: that] impacted our commercial relationship with VMware.

The acquisition terminated the preexisting related party relationship with VMware such that no related party relationship exists with either Broadcom or VMware [added: effective] as of [removed: the date of issuance of this report.][added: November 22, 2023.]

For more information regarding the impact of the Broadcom acquisition of VMware and our [added: prior] related party transactions with VMware, see Note [removed: 20] [added: 19] of the Notes to the Consolidated Financial Statements included in this report.

*ISG* *—* We expect [removed: that] ISG will continue to be impacted by the evolving nature of the IT infrastructure market and competitive environment.

With our scale and [removed: strong] [added: market-leading] solutions portfolio, we believe we are well-positioned to address the ongoing competitive dynamics and trends in technology and customer needs.

We anticipate [removed: that] ISG will continue to benefit from technology [removed: advances] [added: advancements] and [removed: customer] interest in [removed: AI.][added: AI as customers continue to adopt and integrate AI into their operations.]

*CSG* *—* We participate in all segments of the PC market [removed: but] [added: with a] focus on commercial and high-end consumer computing devices, [removed: as] [added: which] we believe [removed: they] represent the most stable and profitable markets.

We anticipate that CSG will benefit from advances in AI [removed: in] [added: over] the long-term as customers will require PCs with the ability to run their complex AI workloads.

Competitive dynamics [removed: continue to be] [added: remain] an important factor in our CSG business and continue to impact pricing and operating results.

We [removed: remain] [added: are] committed to our long-term CSG strategy and will continue to make investments to innovate across the portfolio.

We expect that the CSG demand environment will [removed: continue to] be subject to seasonal [removed: trends.][added: trends and influenced by the timing and scale of the anticipated PC refresh cycle.]

We define recurring revenue as revenue recognized that is primarily related to hardware and software [removed: maintenance] [added: maintenance,] as well as operating leases, subscription, as-a-Service, and usage-based offerings.

*Strategic Investments and Acquisitions* — As part of our strategy, we will continue to evaluate opportunities for strategic investments through our venture capital investment arm, Dell Technologies Capital, with a focus on emerging technology areas that are relevant to our [removed: business.][added: business and that will complement our existing portfolio of solutions.]

However, we have a large global presence, generating approximately half of our net revenue from sales to customers outside of the United States during Fiscal [removed: 2024] [added: 2025] and Fiscal [removed: 2023.][added: 2024.]

*Other Macroeconomic Risks and Uncertainties* — The impacts of trade protection measures, including increases in tariffs and trade barriers, changes in government policies and international trade arrangements, geopolitical [removed: volatility (including ongoing military conflicts in Ukraine and the Middle East),] [added: volatility,] and global macroeconomic conditions (including those in [removed: China),] [added: China)] may affect our ability to conduct business in some non-U.S. markets.

These non-GAAP financial measures include non-GAAP product [removed: net revenue; non-GAAP services net revenue; non-GAAP net revenue; non-GAAP product] gross margin; non-GAAP services gross margin; non-GAAP gross margin; non-GAAP operating expenses; non-GAAP operating income; non-GAAP net income; non-GAAP earnings per share attributable to Dell [removed: Technologies,] [added: Technologies] Inc. - diluted; free cash flow; and adjusted free cash flow.

Non-GAAP product [removed: net revenue, non-GAAP services net revenue, non-GAAP net revenue, non-GAAP product] gross margin, non-GAAP services gross margin, non-GAAP gross margin, non-GAAP operating expenses, non-GAAP operating income, non-GAAP net income, and non-GAAP earnings per share attributable to Dell [removed: Technologies,] [added: Technologies] Inc. - diluted, as defined by us, exclude amortization of intangible assets, [removed: the impact of purchase accounting, transaction-related expenses,] stock-based compensation expense, other corporate expenses and, for non-GAAP net income and non-GAAP [removed: diluted] earnings per share attributable to Dell [removed: Technologies,] [added: Technologies Inc. - diluted,] fair value adjustments on equity investments and an aggregate adjustment for income taxes.

- *Amortization of Intangible Assets* — Amortization of intangible assets primarily consists of [added: the] amortization of customer relationships, developed technology, and trade names.

This section also discusses Fiscal 2024 and Fiscal 2023 results, as the Company revised its Fiscal 2024 items to correct for a misstatement in its financial statements discovered during the fourth quarter of Fiscal 2025.

The revisions ensure comparability across all periods reflected herein.

Both Fiscal 2025 and Fiscal 2024 included 52 weeks, while Fiscal 2023 included 53 weeks.

Dell Technologies is a leader in the global technology industry focused on providing broad and innovative technology solutions for the data and artificial intelligence (“AI”) era.

We build and offer solutions ranging from client devices and peripherals to infrastructure solutions across servers, networking, and storage to meet the evolving needs of our customers and drive better business outcomes.

Their operating results are reported within Corporate and other.

On October 21, 2024, Secureworks announced that it had entered into a definitive agreement providing for its sale to Sophos Inc., an affiliate of Thoma Bravo, L.P., a private equity and growth capital firm.

The transaction was completed on February 3, 2025, subsequent to the close of the Company’s fiscal year ended January 31, 2025, in an all-cash transaction for a purchase price of approximately $0.9 billion.

Dell Financial Services and its affiliates (“DFS”) support financing solutions and services as part of the portfolio.

*Fiscal 2025 Significant Developments* — During Fiscal 2025, we executed our strategy with strong operating results, generating net revenue and operating income growth.

The following trends and conditions affected the environment in which we operated:

- *Macroeconomic environment:* The demand environment was strong for our servers and networking offerings, which contributed to overall net revenue growth.

Additionally, we saw modest demand improvement in our commercial offerings within CSG.

Given the demand dynamics for the year, we experienced a shift in the mix of the business towards our ISG offerings.

- *Demand for AI-optimized solutions:* Our ISG business continued to benefit from increased demand for AI-optimized solutions as customers continue to adopt and further integrate AI into their operations.

- *Supply chain:* Notwithstanding the increased demand for AI-optimized solutions, our supply chain continued to operate efficiently.

Additionally, we expect a continued reduction of our Corporate and other net revenue as we no longer act as a distributor of VMware’s standalone products and services.

We expect a modest decline in input costs during the first half of Fiscal 2026.

We expect margin rate pressure resulting from a continuing shift in mix towards our AI-optimized servers and a competitive environment.

We look to balance profitability and growth while maintaining disciplined pricing as we navigate through competitive pricing pressures.

We no longer act as a distributor of Broadcom’s VMware standalone products and services, although we will continue to support customers that have purchased resale offerings sold in prior periods.

We continue to integrate and embed certain VMware products and services with selected Dell Technologies’ offerings to end-users, such as through our VxRail solution.

The timing of customer purchases reflects the varying stages of adoption of AI by different customer segments and drives variability in our revenue.

To meet the growing demand and increasing complexity of our AI-optimized offerings, we have increased our purchases of certain components with suppliers, which has resulted in increased inventory levels, higher purchase obligations, and new working capital dynamics.

Additionally, frequent component part updates or transitions create additional challenges in managing demand and supply levels.

While we have seen lead times shorten, we anticipate the next-generation of these components will be subject to supply constraints as demand for these components remains high.

In addition to these investments, we may also make targeted acquisitions of businesses that advance our strategic objectives and accelerate our innovation agenda.

During Fiscal 2025, the aggregate adjustment for income taxes included discrete tax benefits of $0.4 billion related to changes in uncertain tax benefits resulting from the expiration of certain U.S. statutes of limitations and $0.2 billion related to stock-based compensation.

| Amortization of intangibles | | | | | | | | | | | | | | | | | | | | | 238 | | | | | | | | | | | | 331 | | | | | | | | | | | | 416 | | |

| Amortization of intangibles | | | | | | | | | | | | | | | | | | | | | (429) | | | | | | | | | | | | (502) | | | | | | | | | | | | (598) | | |

| Other corporate expenses | | | | | | | | | | | | | | | | | | | | | (670) | | | | | | | | | | | | (661) | | | | | | | | | | | | (748) | | |

| Amortization of intangibles | | | | | | | | | | | | | | | | | | | | | 667 | | | | | | | | | | | | 833 | | | | | | | | | | | | 1,014 | | |

| Other corporate expenses | | | | | | | | | | | | | | | | | | | | | 840 | | | | | | | | | | | | 756 | | | | | | | | | | | | 921 | | |

| Amortization of intangibles | | | | | | | | | | | | | | | | | | | | | 667 | | | | | | | | | | | | 833 | | | | | | | | | | | | 1,014 | | |

| Stock-based compensation expense | | | | | | | | | | | | | | | | | | | | | 785 | | | | | | | | | | | | 878 | | | | | | | | | | | | 931 | | |

| Other corporate expenses | | | | | | | | | | | | | | | | | | | | | 830 | | | | | | | | | | | | 793 | | | | | | | | | | | | 1,796 | | |

| Amortization of intangibles | | | | | | | | | | | | | | | | | | | | | 0.93 | | | | | | | | | | | | 1.13 | | | | | | | | | | | | 1.35 | | |

| Other corporate expenses | | | | | | | | | | | | | | | | | | | | | 1.16 | | | | | | | | | | | | 1.08 | | | | | | | | | | | | 2.39 | | |

In addition to the above measures, we use free cash flow and adjusted free cash flow as non-GAAP liquidity measures to evaluate our performance.

As presented in the following table, we define free cash flow as cash flow from operations after excluding capital expenditures and capitalized software costs, net.

Discussion of Fiscal 2022 items and year-to-year comparisons between Fiscal 2023 and Fiscal 2022 results that are not included in this Form 10-K are presented in “Part II — Item 7 — Management’s Discussion and Analysis of Financial Condition and Results of Operations” of the Company’s Annual Report on Form 10-K for the fiscal year ended February 3, 2023, as filed with the SEC on March 30, 2023, which is available free of charge on the SEC’s website at www.sec.gove and on our Investor Relations website at investors.delltechnologies.com.

Dell Technologies is a global technology company that provides customers with a broad and innovative solutions portfolio to help customers modernize their information technology (“IT”) infrastructure, address workforce transformation, and provide critical solutions that keep people and organizations connected.

We also offer flexible consumption models, including utility, subscription, and as-a-Service models.

*Fiscal 2024 Significant Developments* — During Fiscal 2024, certain significant developments impacted the environment in which we operate.

Such developments, and their impact on our operations, were as follows:

- *Macroeconomic uncertainty:* Throughout the year, the effects of the evolving macroeconomic environment continued to impact industry-wide demand as customers were cautious and measured in their approach to IT spending, which affected our ISG and CSG net revenue performance.

- *Advancements in artificial intelligence:* Despite overall caution from our enterprise and large corporate customers, our ISG business benefited from increased demand for AI-optimized solutions as advancements in AI influenced customer spending behavior as organizations look to implement AI in their own operations.

- *Supply chain:* Notwithstanding the constraints in supply for GPUs, our supply chain operated efficiently during the year.

Input costs decreased generally as a result of declines in demand leading to improving supply positions for certain limited-source components as well as reductions in both expedited shipments and overall rate costs in the freight network.

The changes affected our other businesses net revenue, most notably in the fourth quarter of the fiscal year.

We balanced profitability and growth while executing disciplined pricing and navigating through competitive pricing pressures, which increased as the year progressed.

Despite continued near-term challenges, we expect the demand environment to improve in Fiscal 2025 which will enable us to achieve net revenue growth for the full fiscal year.

We expect ISG net revenue to grow, driven by our AI-optimized servers, improving demand for our traditional servers, and a recovery in demand for our storage offerings.

While we anticipate both ISG and CSG net revenue growth, we expect a continued reduction of our other businesses’ net revenue as a result of the change in our commercial relationship with VMware.

We expect input costs to increase during Fiscal 2025, principally driven by anticipated inflation for component costs as the year progresses.

Further, we anticipate that the pricing environment will be more competitive in Fiscal 2025, which we began to observe during the second half of Fiscal 2024.

We plan to mitigate the impact of these dynamics through continued disciplined cost management.

*Relationship with VMware* — On November 1, 2021, we completed our spin-off of VMware by means of a special stock dividend (the “VMware Spin-off”).

Pursuant to the CFA, we have acted as a distributor of VMware’s standalone products and services, purchased such products and services for resale to customers, and integrated VMware products and services with Dell Technologies’ offerings for sale to end-users.

On November 22, 2023, VMware was acquired by Broadcom.

In response to such changes, on January 25, 2024, under a provision of the CFA permitting us to terminate the agreement upon a change in control of VMware, we delivered notice of termination of the CFA to Broadcom under which the agreement will terminate on March 25, 2024.

The Company continues to integrate select VMware products and services with Dell Technologies’ offerings and sell them to end-users.

Through our server and storage offerings, including our AI-optimized solutions, we are well positioned to capture growth and support our customers’ needs.

Accordingly, for the periods presented, amortization of intangible assets primarily represents amortization associated with intangible assets recognized in connection with the EMC merger transaction and the going-private transaction.

- *Impact of Purchase Accounting* — The impact of purchase accounting includes purchase accounting adjustments primarily related to the EMC merger transaction recorded under the acquisition method of accounting in accordance with the accounting guidance for business combinations.

In accordance with such guidance, all of the assets and liabilities acquired were accounted for and recognized at fair value as of the transaction date, and the fair value adjustments continue to amortize over the estimated useful lives in the periods following the transaction.

The fair value adjustments that are still amortizing primarily relate to property, plant, and equipment.

We exclude the impact of purchase accounting as it is does not reflect our current operating performance and charges are significantly impacted by the timing and magnitude of our acquisitions and, as a result, may vary in amount from period to period.

During Fiscal 2022, this category also includes costs incurred in connection with the VMware Spin-off.

These expenses primarily represent costs for legal, banking, consulting, and advisory services.

During Fiscal 2022, this category included $1.5 billion in debt extinguishment fees primarily associated with the early retirement of certain senior notes.

From time to time, this category also may include transaction-related income related to divestitures of businesses or asset sales.

During Fiscal 2022, we recognized a pre-tax gain of $4.0 billion on the sale of our Boomi business.

We exclude transaction-related expenses because they are significantly impacted by the timing and magnitude of our acquisitions and divestitures and do not reflect current operating performance.

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| | | | | | | | | | Fiscal Year Ended | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Product net revenue | | | | | | | | | | | | | | | | | | | | | $ | 64,353 | | | | | (19) | | % | | | | $ | 79,250 | | | | | (1) | | % | | | | $ | 79,830 | |

| Non-GAAP adjustments: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Impact of purchase accounting | | | | | | | | | | | | | | | | | | | | | — | | | | | | | | | | | | — | | | | | | | | | | | | — | | |

| Non-GAAP product net revenue | | | | | | | | | | | | | | | | | | | | | $ | 64,353 | | | | | (19) | | % | | | | $ | 79,250 | | | | | (1) | | % | | | | $ | 79,830 | |

During Fiscal [removed: 2024,] [added: 2025,] the principal foreign currencies in which Dell Technologies transacted business were the Euro, [removed: Chinese Renminbi,] [added: Indian Rupee,] Japanese Yen, British Pound, Canadian Dollar, and Australian Dollar.

Based on the outstanding foreign currency hedge instruments of Dell Technologies, which include designated and non-designated instruments, there was a maximum potential one-day loss in fair value at a 95% confidence level of approximately [removed: $15] [added: $9] million as of [removed: February 2, 2024,] [added: January 31, 2025] and [removed: $37] [added: $15] million as of February [removed: 3, 2023,] [added: 2, 2024,] using a Value-at-Risk (“VAR”) model.

As of [removed: February 2, 2024,] [added: January 31, 2025,] interest rate risk exposure is related to DFS borrowings.

[removed: As] [added: By comparison, as] of February 2, 2024, borrowings exposed to interest rate fluctuations were $3.3 billion, relative to total borrowings of $26.0 billion, and accrued interest at an annual rate between 2.45% and 6.88%.

[removed: By comparison, as] [added: As] of [removed: February 3, 2023,] [added: January 31, 2025,] borrowings exposed to interest rate fluctuations were [removed: $5] [added: $2.6] billion relative to total borrowings of [removed: $29.6] [added: $24.6] billion, and accrued interest at an annual rate between [removed: 2.49%] [added: 3.65%] and [removed: 6.58%.][added: 6.53%.]

Based on this debt outstanding as of [removed: February 3, 2023,] [added: January 31, 2025,] a 100 basis point increase in interest rates would have resulted in an increase of approximately [removed: $50] [added: $26] million in annual interest expense.

For more information about our debt and use of derivative instruments, see Note [removed: 6,] [added: 5,] Note [removed: 8,] [added: 7,] and Note [removed: 9] [added: 8] of the Notes to the Consolidated Financial Statements included in this report.

*Strategic Investments* — Our strategic investments include [added: primarily] early-stage, privately-held companies that are considered to be in the start-up or development stages and are inherently risky.

The evaluation is based on information provided by these companies, which are not subject to the same disclosure obligations as U.S. publicly-traded companies, [removed: and as such,] [added: and, accordingly,] the basis for these evaluations is subject to the timing and accuracy of the data provided.

As of [removed: both February 2, 2024] [added: January 31, 2025] and February [removed: 3, 2023,] [added: 2, 2024,] we held strategic investments in non-marketable securities of [added: $1.5 billion and] $1.3 [removed: billion.][added: billion, respectively.]

See Note [removed: 5] [added: 4] of the Notes to the Consolidated Financial Statements included in this report for additional information.

*Transition from LIBOR to Alternative Reference Rates* — The ICE Benchmark Administration Limited, the administrator of LIBOR, ceased publication for the one-week and two-month USD LIBOR settings on December 31, 2021, and began phasing out the remaining USD LIBOR settings on July 1, 2023.

We have completed our transition of impacted contracts linked to LIBOR to alternative reference rates.

Our differentiated and holistic information technology (“IT”) solutions enable us to [added: provide value and] capture growth as customer spending priorities evolve.

Our go-to-market [removed: engine includes] [added: operations include] an extensive direct sales force, with the ability to build deep customer relationships, and a global network of channel partners.

[removed: We also manage a] [added: Our] world-class supply chain [added: operates] at a significant scale with the ability to remain agile in a variety of environments.

We offer customers choice in how they acquire our [removed: solutions] [added: solutions,] including traditional purchasing and [removed: financing] [added: a portfolio of] offerings [removed: provided by Dell Financial Services] [added: that provide both payment] and [removed: its affiliates (“DFS”).][added: consumption solutions, including as-a-Service, subscription, utility, leases, and loans.]

These [removed: offerings] [added: options] allow our customers to pay over time and provide them with operational and financial flexibility.

We intend to realize our vision [removed: as we execute] [added: by executing] our strategy [removed: to leverage] [added: of leveraging] our strengths to extend our leadership positions and capture new growth.

Through each wave of technological progress, we look to advance our capabilities to change the way we [removed: work,] [added: work and] make decisions, improve business outcomes and [added: the] customer experience, and reduce [removed: cost] [added: costs] by leveraging new technology to [removed: streamline our systems and] optimize business processes.

ISG solutions are built for multicloud environments and are optimized to run workloads in both public and private clouds, as well as [removed: on-premise.][added: on-premises.]

Our server portfolio includes high-performance general-purpose and AI-optimized servers able to run workloads across customers’ IT environments, [removed: on-premises] [added: on-premises,] and in multicloud and edge environments.

Our networking portfolio helps our business customers transform and modernize their infrastructure, [removed: mobilize and enrich end-user experiences, and accelerate business applications] [added: complementing our server] and [removed: processes.][added: storage solutions.]

Approximately [removed: half] [added: 60%] of ISG revenue is generated by sales to customers in the Americas, with the remaining portion derived from sales to customers in the Europe, Middle East, and Africa region (“EMEA”) and the Asia-Pacific and Japan region (“APJ”).

*•Client Solutions Group (“CSG”)* — CSG offers branded [removed: PCs] [added: PCs,] including notebooks, desktops, and workstations and branded peripherals that include displays, docking stations, keyboards, mice, and webcam and audio devices, as well as third-party software and peripherals.

Our CSG offerings are designed to optimize performance, reliability, manageability, design, and security for our [removed: customers.][added: customers and include on-device AI for greater end-user creativity and productivity.]

[removed: Within our] [added: Our consumer portfolio primarily focuses on] high-end consumer and gaming offerings, [removed: we provide] [added: providing] our customers with powerful performance, processing, and end-user experiences.

Our [removed: “other businesses,”] [added: other businesses,] described below, primarily consist of our resale of standalone offerings of VMware LLC (formerly [removed: “VMware, Inc.”] [added: VMware, Inc.] and individually and together with its subsidiaries, “VMware”), referred to as “VMware Resale,” and offerings of SecureWorks Corp. (“Secureworks”).

These businesses are [added: divested businesses or their offerings are no longer actively sold, and are] not classified as reportable segments, either individually or collectively.

[removed: *•VMware] [added: - *VMware] Resale* [removed: consists of] [added: includes] our sale of standalone VMware offerings.

[removed: Following the completion of our spin-off of VMware in November 2021, Dell Technologies continued to resell VMware’s offerings to our customers under] [added: On March 25, 2024, we terminated] our Commercial Framework Agreement [removed: (the “CFA”)] with [added: VMware, which provided the framework under which we and] VMware [removed: discussed in this report.][added: continued our commercial relationship following our spin-off of VMware on November 1, 2021.]

[removed: Subsequent to the acquisition, Broadcom] [added: On November 22, 2023, VMware was acquired by Broadcom, and subsequently] announced changes to its go-to-market approach for VMware [removed: offerings, resulting in a change in] [added: offerings that impacted] our commercial relationship with VMware.

[removed: The Company continues] [added: We continue] to integrate [removed: select] [added: and embed certain] VMware products and services with [added: selected] Dell Technologies’ offerings [removed: and sell them] to end-users.

See Note [removed: 20] [added: 19] of the Notes to the Consolidated Financial Statements included in this report for more information [removed: about our relationship with] [added: regarding the impact of Broadcom’s acquisition of] VMware.

For further discussion regarding our current reportable segments, see “Part II — Item 7 — Management’s Discussion and Analysis of Financial Condition and Results of Operations — Results of Operations — Business Unit Results” and Note [removed: 19] [added: 18] of the Notes to the Consolidated Financial Statements included in this report.

Our customers [removed: are seeking] [added: seek] choice in how they [removed: consume] [added: acquire] our solutions and [removed: are looking] [added: look] to remove cost and complexity, align [removed: solution] offerings [removed: to] [added: with] their business needs, and provide consistent, high-quality operations throughout their IT enterprise.

We offer our customers choices that include as-a-Service, subscription, utility, leases, [removed: loans,] [added: loans] and immediate pay models designed to match [removed: customers'] [added: customers’] consumption and financing preferences.

[removed: These] [added: Additionally, these] offerings typically result in multiyear agreements which generate recurring revenue streams over the term of the arrangement.

[removed: DFS originates, collects,] [added: To support financing solutions] and services [added: as part of the portfolio, Dell Financial Services and its affiliates (“DFS”) originate, collect, and service] customer receivables primarily related to the purchase or use of our product, software, and services offerings.

DFS funded $8.4 billion of originations in Fiscal [removed: 2024] [added: 2025] and [added: as of January 31, 2025] maintains an [removed: $10.5] [added: $11.2] billion global portfolio of [removed: high-quality] financing [removed: receivables.][added: receivables with a strong credit quality.]

For additional information about our financing arrangements, see Note [removed: 6] [added: 5] of the Notes to the Consolidated Financial Statements included in this report.

We have a global R&D presence, with total R&D expenses of [added: $3.1 billion for Fiscal 2025, and] $2.8 billion for both Fiscal 2024 and Fiscal [removed: 2023, and $2.6 billion for Fiscal 2022.][added: 2023.]

We target investments in [removed: such] areas [added: such] as storage, software-defined networking, management and orchestration, security, machine learning and AI, Big Data and analytics, cloud, edge computing, and software development operations.

[removed: As of both February 2, 2024 and February 3, 2023, we] [added: We] held strategic investments in non-marketable securities of [added: $1.5 billion and] $1.3 [removed: billion.][added: billion as of January 31, 2025 and February 2, 2024, respectively.]

See Note [removed: 5] [added: 4] of the Notes to the Consolidated Financial Statements included in this report for additional information.

See “Item 1A — Risk Factors — Risks Relating to Our Business and Our Industry — Our [removed: reliance on vendors for products and components, many] [added: use] of [removed: which are] single-source or limited-source [removed: suppliers, could harm our business by] [added: suppliers may] adversely [removed: affecting product availability, delivery, reliability, and cost.][added: affect the availability or timely delivery of some critical products or components.” for information about the risks associated with Dell Technologies’ use of single- or limited-source suppliers.]

We continue to view [removed: these geographical markets,] [added: emerging markets outside of the United States, Western Europe, Canada, and Japan,] which include the vast majority of the world’s population, as a long-term growth opportunity.

For information about the amount of net revenue we generated from our operations outside of the United States during the last three fiscal years, see Note [removed: 19] [added: 18] of the Notes to the Consolidated Financial Statements included in this report.

We operate in an industry in which there are rapid technological advances in hardware, software, and services [added: offerings, including AI, cloud, and security-related] offerings.

We face ongoing product and price competition in all areas of our [removed: business, including] [added: business] from both branded and generic [removed: competitors.][added: competitors, including companies that specialize in one or more of our product or service lines.]

Moreover, current competitors may enter into new strategic relationships with new or existing competitors, which may further increase [removed: the] competitive pressures.

During Fiscal [removed: 2024,] [added: 2025,] our other sales channels generated approximately 50% of our net revenue.

*Large enterprises and public institutions* — [removed: For large enterprises and public institutions, we] [added: We] maintain a field sales force across the world to serve our largest [removed: customers.][added: customers, including large enterprises and public institutions.]

Dell Technologies is a leader in the global technology industry focused on providing broad and innovative technology solutions for the data and artificial intelligence (“AI”) era.

These solutions range from client devices and peripherals to infrastructure solutions across servers, networking, and storage to meet the evolving needs of our customers and drive better business outcomes.

We provide leading end-to-end solutions across our portfolio of products and services.

[Table of](#ib762dd1709394243afecfaaebb63008b_13) [Conte](#ib762dd1709394243afecfaaebb63008b_13)[nts](#ib762dd1709394243afecfaaebb63008b_13)

Our major product categories within ISG are our servers and networking offerings and storage offerings.

Our major product categories within CSG are our commercial offerings and consumer offerings.

Their operating results are reported within Corporate and other.

We no longer act as a distributor of Broadcom’s VMware standalone products and services, although we will continue to support customers that have purchased resale offerings sold in prior periods.

[Table of](#ib762dd1709394243afecfaaebb63008b_13) [Conte](#ib762dd1709394243afecfaaebb63008b_13)[nts](#ib762dd1709394243afecfaaebb63008b_13)

On October 21, 2024, Secureworks announced that it had entered into a definitive agreement providing for its sale to Sophos Inc., an affiliate of Thoma Bravo, L.P., a private equity and growth capital firm.

The transaction was completed on February 3, 2025, subsequent to the close of the Company’s fiscal year ended January 31, 2025, in an all-cash transaction for a purchase price of approximately $0.9 billion.

Dell Payment Solutions

The Dell Payment Solutions portfolio offers a wide range of payment and consumption options to enable our customers globally to deploy the technology solutions they need now with predictability, flexibility, and choice.

[Table of](#ib762dd1709394243afecfaaebb63008b_13) [Conte](#ib762dd1709394243afecfaaebb63008b_13)[nts](#ib762dd1709394243afecfaaebb63008b_13)

[Table of](#ib762dd1709394243afecfaaebb63008b_13) [Conte](#ib762dd1709394243afecfaaebb63008b_13)[nts](#ib762dd1709394243afecfaaebb63008b_13)

During Fiscal 2025, backlog levels for our AI-optimized servers remained elevated as we exited the fiscal year due to continued strong demand for these offerings.

We also closely monitor changing demand to keep pace with the demands of current and prospective customers.

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We also maintain specific sales and marketing programs customized to the needs of each specific segment we serve.

*Small and medium-sized business and consumers* — We have a direct sales force of dedicated account teams for small and medium-sized businesses focused on delivering outcomes tailored to customers’ specific needs.

For consumers, we offer robust online and channel engagement.

We market our products and services to customers in these segments through various campaigns and advertising media, aligning with customer preferences.

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Our environmental, social, and governance (“ESG”) commitments focus on six key areas:

- *Circular Economy* — We embed circularity principles throughout our value chain.

By integrating sustainable practices with suppliers, customers, and stakeholders, we advance a circular economy that improves resource efficiency and environmental benefits, reinforcing our leadership in sustainability.

- *Climate Action* — We are committed to understanding the impact our business has on the environment.

We are taking action to mitigate climate change, and we offer innovative products and solutions to customers to help them reduce their emissions, reach their reduction targets and operate more efficiently.

We are actively addressing climate change by managing greenhouse gas emissions across our operations, supply chain, and product lifecycle, with a goal to achieve net zero emissions across scopes 1, 2, and 3 by 2050.

We are working to close the digital divide by providing access to connectivity and technology solutions that improve quality of life such as access to healthcare, education, and job opportunities.

[Table of](#ib762dd1709394243afecfaaebb63008b_13) [Conte](#ib762dd1709394243afecfaaebb63008b_13)[nts](#ib762dd1709394243afecfaaebb63008b_13)

- *Human Rights* — We respect the fundamental human rights of all people.

This respect is core to our commitment to drive human progress.

Dell endeavors to ensure we are not complicit in human rights violations, and we seek to hold our suppliers and other business partners to this same standard.

- *Inclusive Workforce* — We believe our people are key to our success.

We are committed to creating an inclusive culture and fostering a strong pipeline of skilled talent.

By focusing on equal opportunities, ethical practices, and integrity, we implement inclusive practices and policies that support diversity.

- *Trust* — We work to ensure that trust underpins all we do.

We prioritize security, privacy, and ethics in all aspects of business.

From the integrity of our products to transparency in our processes, we are dedicated to fostering trust with our stakeholders.

Dell Technologies helps organizations build their digital futures and individuals transform how they work, live, and play.

We provide customers with a broad and innovative solutions portfolio for the data and artificial intelligence (“AI”) era, including traditional and modern infrastructure.

Dell Technologies’ integrated solutions help customers modernize their IT infrastructure, manage and operate in a multicloud world, address workforce transformation, and provide critical solutions that keep people and organizations connected.

We are helping customers accelerate their digital transformations to improve and strengthen business and workforce productivity.

We also offer flexible consumption models, including utility, subscription, and as-a-Service models.

Our strengths in server, storage, and virtualization software solutions allow us to offer leading converged and hyper-converged solutions, enabling our customers to accelerate their IT transformation with scalable integrated solutions.

On November 22, 2023, VMware was acquired by Broadcom, Inc. (“Broadcom”).

On January 25, 2024, under a provision of the CFA permitting us to terminate the agreement upon a change in control of VMware, we delivered notice of termination of the CFA to Broadcom under which the agreement will terminate on March 25, 2024.

Consumption Models

We continue to enhance our as-a-Service offerings, inclusive of our offerings under Dell APEX.

Dell Financial Services

DFS supports our businesses by offering and arranging various financing options and services for our customers globally.

We also arrange financing for some of our customers in countries where DFS does not currently operate as a captive enterprise.

Additionally, as described above, we offer flexible consumption models, including utility, subscription, and as-a-Service models.

” for information about the risks associated with Dell Technologies’ use of single- or limited-source suppliers.

During Fiscal 2023, we reduced our backlog across both CSG and ISG from previously elevated levels as constraints in limited-source components began to diminish as a result of improving supply positions and overall declines in the demand environment.

To increase our global reach, we continue to focus on emerging markets outside of the United States, Western Europe, Canada, and Japan.

We also maintain specific sales and marketing programs targeting federal, state, and local governmental agencies, as well as healthcare and educational customers.

*Small and medium-sized business and consumers* — We market our products and services to small and medium-sized businesses and consumers through various advertising media.

Our 2030 goals have four pillars:

- *Advancing Sustainability* — We believe we have a responsibility to create a more sustainable future and to protect and enrich our planet together with our customers, suppliers, and communities.

We seek to achieve this by focusing our impact on selected key areas, including both climate change and circular economy.

We continue to emphasize sustainability across our business ecosystem, valuing natural resources and seeking to minimize our environmental impact.

With the power of our global supply chain, Dell Technologies pursues the highest standards of sustainability and ethical practices.

*•Cultivating Inclusion* — We view diversity and inclusion as a business imperative to help build and empower our future workforce.

We strive to cultivate an inclusive workforce, and believe our team members should be representative of the diversity in our global customer base.

Further, we believe diversity of leadership enhances innovation and ensures that company decisions reflect our diverse stakeholder groups.

*•Transforming Lives* — We believe our scale, support, and the innovative application of our technology can be a catalyst in advancing fundamental human rights and addressing complex societal challenges, such as digital inclusion, for the underserved.

*•Upholding Trust* — Upholding trust through security, ethics, and privacy plays a critical role in creating business success.

We are committed to upholding ethics and integrity and ensuring that new talent and existing team members align with our ethical culture.

We will continue to invest in our advanced privacy governance and risk-management technology and continue seeking to select, evaluate, and do business with third parties who share our dedication to ethics and privacy.

Dell Technologies measures progress against our 2030 goals in our annually released reports available on our website.

Climate Change

At Dell Technologies, we believe that by addressing climate change, we are demonstrating our commitment to protect our communities and our planet.

As part of this mission, we seek to manage the greenhouse gas emissions (“GHG”) associated with our direct and indirect footprint.

Technology plays an important role in this undertaking.

We have set clear and ambitious GHG emissions targets to reach by 2030, aiming to achieve net zero emissions across scopes 1, 2, and 3 by 2050.

As of February 2, 2024, excluding employees of Secureworks, approximately 35% of our global employees self-identified as women.

Of our global people leaders, approximately 29% self-identified as women.

We define people leaders as employees in a management level or executive position.

The information required by this Item 3 is incorporated herein by reference to the information set forth under the caption “Legal Matters” in Note [removed: 12] [added: 11] of the Notes to the Consolidated Financial Statements included in “Part II — Item 8 — Financial Statements and Supplementary Data.”

In February 2024, the Company received a subpoena from the staff of the Enforcement Division of the Securities and Exchange Commission requesting documents and information with respect to transactions involving related persons primarily concerning use of corporate and other aircraft.

We are fully cooperating with the SEC staff.

| | | | | | | For the fiscal year ended | | | [removed: February 2, 2024] [added: January 31, 2025] | | | | | |

See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting [removed: company,”] [added: company”] and “emerging growth company” in Rule 12b-2 of the Exchange Act.

As of August [removed: 4, 2023,] [added: 2, 2024,] the last business day of the registrant’s most recently completed second fiscal quarter, the aggregate market value of the shares of the registrant’s common stock held by non-affiliates was approximately [removed: $13.2] [added: $29.2] billion (based on the closing price of [removed: $53.24] [added: $102.29] per share of Class C Common Stock reported on the New York Stock Exchange on that date).

The information required by Part III of this report, to the extent not set forth herein, is incorporated by reference from the registrant’s proxy statement relating to its annual meeting of stockholders to be held in [removed: 2024.][added: 2025.]

| [Item [removed: 1A.](#ie33145df64694f319478ef2a8dbb68e1_193)] [added: 1A.](#ib762dd1709394243afecfaaebb63008b_187)] | | | [Risk [removed: Factors](#ie33145df64694f319478ef2a8dbb68e1_193)] [added: Factors](#ib762dd1709394243afecfaaebb63008b_187)] | | | [removed: [18](#ie33145df64694f319478ef2a8dbb68e1_193)] [added: [17](#ib762dd1709394243afecfaaebb63008b_187)] | | |

| [Item [removed: 1B.](#ie33145df64694f319478ef2a8dbb68e1_175)] [added: 1B.](#ib762dd1709394243afecfaaebb63008b_166)] | | | [Unresolved Staff [removed: Comments](#ie33145df64694f319478ef2a8dbb68e1_175)] [added: Comments](#ib762dd1709394243afecfaaebb63008b_166)] | | | [removed: [33](#ie33145df64694f319478ef2a8dbb68e1_175)] [added: [32](#ib762dd1709394243afecfaaebb63008b_166)] | | |

| [Item [removed: 1C.](#ie33145df64694f319478ef2a8dbb68e1_1900)] [added: 1C.](#ib762dd1709394243afecfaaebb63008b_169)] | | | [removed: [Cybersecurity](#ie33145df64694f319478ef2a8dbb68e1_1900)] [added: [Cybersecurity](#ib762dd1709394243afecfaaebb63008b_169)] | | | [removed: [34](#ie33145df64694f319478ef2a8dbb68e1_1900)] [added: [33](#ib762dd1709394243afecfaaebb63008b_169)] | | |

| [removed: [Item 3.](#ie33145df64694f319478ef2a8dbb68e1_187)] [added: [Item](#ib762dd1709394243afecfaaebb63008b_181) [3](#ib762dd1709394243afecfaaebb63008b_181)[.](#ib762dd1709394243afecfaaebb63008b_181)] | | | [Legal [removed: Proceedings](#ie33145df64694f319478ef2a8dbb68e1_187)] [added: Proceedings](#ib762dd1709394243afecfaaebb63008b_181)] | | | [removed: [36](#ie33145df64694f319478ef2a8dbb68e1_187)] [added: [35](#ib762dd1709394243afecfaaebb63008b_181)] | | |

| [Item [removed: 4.](#ie33145df64694f319478ef2a8dbb68e1_181)] [added: 4.](#ib762dd1709394243afecfaaebb63008b_175)] | | | [Mine Safety [removed: Disclosures](#ie33145df64694f319478ef2a8dbb68e1_181)] [added: Disclosures](#ib762dd1709394243afecfaaebb63008b_175)] | | | [removed: [36](#ie33145df64694f319478ef2a8dbb68e1_181)] [added: [35](#ib762dd1709394243afecfaaebb63008b_175)] | | |

| [Item [removed: 5.](#ie33145df64694f319478ef2a8dbb68e1_211)] [added: 5.](#ib762dd1709394243afecfaaebb63008b_208)] | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#ie33145df64694f319478ef2a8dbb68e1_211)] [added: Securities](#ib762dd1709394243afecfaaebb63008b_208)] | | | [removed: [37](#ie33145df64694f319478ef2a8dbb68e1_211)] [added: [36](#ib762dd1709394243afecfaaebb63008b_208)] | | |

| [removed: [Item 7.](#ie33145df64694f319478ef2a8dbb68e1_136)] [added: [Item](#ib762dd1709394243afecfaaebb63008b_127) [7](#ib762dd1709394243afecfaaebb63008b_127)[.](#ib762dd1709394243afecfaaebb63008b_127)] | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#ie33145df64694f319478ef2a8dbb68e1_136)] [added: Operations](#ib762dd1709394243afecfaaebb63008b_127)] | | | [removed: [40](#ie33145df64694f319478ef2a8dbb68e1_136)] [added: [39](#ib762dd1709394243afecfaaebb63008b_127)] | | |

| [removed: [Item 7A.](#ie33145df64694f319478ef2a8dbb68e1_166)] [added: [Item](#ib762dd1709394243afecfaaebb63008b_157) [7A](#ib762dd1709394243afecfaaebb63008b_157)[.](#ib762dd1709394243afecfaaebb63008b_157)] | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#ie33145df64694f319478ef2a8dbb68e1_166)] [added: Risk](#ib762dd1709394243afecfaaebb63008b_157)] | | | [removed: [70](#ie33145df64694f319478ef2a8dbb68e1_166)] [added: [71](#ib762dd1709394243afecfaaebb63008b_157)] | | |

| [Item [removed: 8.](#ie33145df64694f319478ef2a8dbb68e1_19)] [added: 8.](#ib762dd1709394243afecfaaebb63008b_19)] | | | [Financial Statements and Supplementary [removed: Data](#ie33145df64694f319478ef2a8dbb68e1_19)] [added: Data](#ib762dd1709394243afecfaaebb63008b_19)] | | | [removed: [72](#ie33145df64694f319478ef2a8dbb68e1_19)] [added: [73](#ib762dd1709394243afecfaaebb63008b_19)] | | |

| [Item [removed: 9.](#ie33145df64694f319478ef2a8dbb68e1_220)] [added: 9.](#ib762dd1709394243afecfaaebb63008b_217)] | | | [Changes in and [removed: Disagreement](#ie33145df64694f319478ef2a8dbb68e1_220)[s](#ie33145df64694f319478ef2a8dbb68e1_220) [With] [added: Disagreements With] Accountants on Accounting and Financial [removed: Disclosure](#ie33145df64694f319478ef2a8dbb68e1_220)] [added: Disclosure](#ib762dd1709394243afecfaaebb63008b_217)] | | | [removed: [152](#ie33145df64694f319478ef2a8dbb68e1_220)] [added: [151](#ib762dd1709394243afecfaaebb63008b_217)] | | |

| [Item [removed: 9C.](#ie33145df64694f319478ef2a8dbb68e1_223)] [added: 9C.](#ib762dd1709394243afecfaaebb63008b_202)] | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#ie33145df64694f319478ef2a8dbb68e1_223)] [added: Inspections](#ib762dd1709394243afecfaaebb63008b_202)] | | | [removed: [154](#ie33145df64694f319478ef2a8dbb68e1_223)] [added: [153](#ib762dd1709394243afecfaaebb63008b_202)] | | |

| [Item [removed: 10.](#ie33145df64694f319478ef2a8dbb68e1_232)] [added: 10.](#ib762dd1709394243afecfaaebb63008b_226)] | | | [Directors, Executive [removed: Officers](#ie33145df64694f319478ef2a8dbb68e1_232) [and] [added: Officers and] Corporate [removed: Governance](#ie33145df64694f319478ef2a8dbb68e1_232)] [added: Governance](#ib762dd1709394243afecfaaebb63008b_226)] | | | [removed: [154](#ie33145df64694f319478ef2a8dbb68e1_232)] [added: [153](#ib762dd1709394243afecfaaebb63008b_226)] | | |

| [Item [removed: 11.](#ie33145df64694f319478ef2a8dbb68e1_235)] [added: 11.](#ib762dd1709394243afecfaaebb63008b_229)] | | | [Executive [removed: Compensation](#ie33145df64694f319478ef2a8dbb68e1_235)] [added: Compensation](#ib762dd1709394243afecfaaebb63008b_229)] | | | [removed: [155](#ie33145df64694f319478ef2a8dbb68e1_235)] [added: [154](#ib762dd1709394243afecfaaebb63008b_229)] | | |

| [Item [removed: 12.](#ie33145df64694f319478ef2a8dbb68e1_238)] [added: 12.](#ib762dd1709394243afecfaaebb63008b_232)] | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#ie33145df64694f319478ef2a8dbb68e1_238)] [added: Matters](#ib762dd1709394243afecfaaebb63008b_232)] | | | [removed: [155](#ie33145df64694f319478ef2a8dbb68e1_238)] [added: [154](#ib762dd1709394243afecfaaebb63008b_232)] | | |

| [Item [removed: 13.](#ie33145df64694f319478ef2a8dbb68e1_241)] [added: 13.](#ib762dd1709394243afecfaaebb63008b_235)] | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#ie33145df64694f319478ef2a8dbb68e1_241)] [added: Independence](#ib762dd1709394243afecfaaebb63008b_235)] | | | [removed: [155](#ie33145df64694f319478ef2a8dbb68e1_241)] [added: [154](#ib762dd1709394243afecfaaebb63008b_235)] | | |

| [Item [removed: 14.](#ie33145df64694f319478ef2a8dbb68e1_244)] [added: 14.](#ib762dd1709394243afecfaaebb63008b_238)] | | | [Principal Accountant Fees and [removed: Services](#ie33145df64694f319478ef2a8dbb68e1_244)] [added: Services](#ib762dd1709394243afecfaaebb63008b_238)] | | | [removed: [155](#ie33145df64694f319478ef2a8dbb68e1_244)] [added: [154](#ib762dd1709394243afecfaaebb63008b_238)] | | |

| [removed: [Item 15.](#ie33145df64694f319478ef2a8dbb68e1_205)] [added: [Item](#ib762dd1709394243afecfaaebb63008b_205) [15](#ib762dd1709394243afecfaaebb63008b_205)[.](#ib762dd1709394243afecfaaebb63008b_205)] | | | [removed: [Exhibit](#ie33145df64694f319478ef2a8dbb68e1_205) [and] [added: [Exhibits and] Financial Statement [removed: Schedules](#ie33145df64694f319478ef2a8dbb68e1_205)] [added: Schedules](#ib762dd1709394243afecfaaebb63008b_205)] | | | [removed: [156](#ie33145df64694f319478ef2a8dbb68e1_205)] [added: [155](#ib762dd1709394243afecfaaebb63008b_205)] | | |

We refer to our fiscal years ended [added: January 31, 2025,] February 2, 2024, [added: and] February 3, [removed: 2023, and January 28, 2022] [added: 2023] as “Fiscal [removed: 2024,”] [added: 2025,”] “Fiscal [removed: 2023,”] [added: 2024,”] and “Fiscal [removed: 2022,”] [added: 2023,”] respectively.

[added: Both] Fiscal [removed: 2024] [added: 2025] and Fiscal [removed: 2022] [added: 2024] included 52 weeks, while Fiscal 2023 included 53 weeks.

[Table of](#ib762dd1709394243afecfaaebb63008b_13) [Conte](#ib762dd1709394243afecfaaebb63008b_13)[nts](#ib762dd1709394243afecfaaebb63008b_13)

[Table of](#ib762dd1709394243afecfaaebb63008b_13) [Conte](#ib762dd1709394243afecfaaebb63008b_13)[nts](#ib762dd1709394243afecfaaebb63008b_13)

As of March 17, 2025, there were 697,840,821 shares of the registrant’s common stock outstanding, consisting of 358,710,357 outstanding shares of Class C Common Stock, 276,762,341 outstanding shares of Class A Common Stock, and 62,368,123 outstanding shares of Class B Common Stock.

[Table of](#ib762dd1709394243afecfaaebb63008b_13) [Conte](#ib762dd1709394243afecfaaebb63008b_13)[nts](#ib762dd1709394243afecfaaebb63008b_13)

[Table of](#ib762dd1709394243afecfaaebb63008b_13) [Conte](#ib762dd1709394243afecfaaebb63008b_13)[nts](#ib762dd1709394243afecfaaebb63008b_13)

| [PART I](#ib762dd1709394243afecfaaebb63008b_16) | | | | | | | | |

| [Item 1.](#ib762dd1709394243afecfaaebb63008b_163) | | | [Business](#ib762dd1709394243afecfaaebb63008b_163) | | | [5](#ib762dd1709394243afecfaaebb63008b_163) | | |

| [Item 2.](#ib762dd1709394243afecfaaebb63008b_172) | | | [Properties](#ib762dd1709394243afecfaaebb63008b_172) | | | [35](#ib762dd1709394243afecfaaebb63008b_172) | | |

| | | | | | | | | |

| [PART II](#ib762dd1709394243afecfaaebb63008b_178) | | | | | | | | |

| | | | | | | | | |

| [Item 6.](#ib762dd1709394243afecfaaebb63008b_211) | | | [\[Reserved\]](#ib762dd1709394243afecfaaebb63008b_211) | | | [38](#ib762dd1709394243afecfaaebb63008b_211) | | |

| [Item](#ib762dd1709394243afecfaaebb63008b_160) [9A](#ib762dd1709394243afecfaaebb63008b_160)[.](#ib762dd1709394243afecfaaebb63008b_160) | | | [Controls and Procedures](#ib762dd1709394243afecfaaebb63008b_160) | | | [151](#ib762dd1709394243afecfaaebb63008b_160) | | |

| [Item](#ib762dd1709394243afecfaaebb63008b_193) [9B](#ib762dd1709394243afecfaaebb63008b_193)[.](#ib762dd1709394243afecfaaebb63008b_193) | | | [Other Information](#ib762dd1709394243afecfaaebb63008b_193) | | | [153](#ib762dd1709394243afecfaaebb63008b_193) | | |

| | | | | | | | | |

| [PART III](#ib762dd1709394243afecfaaebb63008b_223) | | | | | | | | |

| [PART IV](#ib762dd1709394243afecfaaebb63008b_241) | | | | | | | | |

| [Item 16.](#ib762dd1709394243afecfaaebb63008b_244) | | | [Form 10-K Summary](#ib762dd1709394243afecfaaebb63008b_244) | | | [162](#ib762dd1709394243afecfaaebb63008b_244) | | |

| [Signatures](#ib762dd1709394243afecfaaebb63008b_247) | | | | | | [163](#ib762dd1709394243afecfaaebb63008b_247) | | |

[Table of](#ib762dd1709394243afecfaaebb63008b_13) [Conte](#ib762dd1709394243afecfaaebb63008b_13)[nts](#ib762dd1709394243afecfaaebb63008b_13)

As of March 18, 2024, there were 713,790,335 shares of the registrant’s common stock outstanding, consisting of 305,216,717 outstanding shares of Class C Common Stock, 328,262,341 outstanding shares of Class A Common Stock, and 80,311,277 outstanding shares of Class B Common Stock.

| [PART I](#ie33145df64694f319478ef2a8dbb68e1_16) | | | | | | | | |

| [Item 1.](#ie33145df64694f319478ef2a8dbb68e1_172) | | | [Business](#ie33145df64694f319478ef2a8dbb68e1_172) | | | [5](#ie33145df64694f319478ef2a8dbb68e1_172) | | |

| [Item 2.](#ie33145df64694f319478ef2a8dbb68e1_178) | | | [Properties](#ie33145df64694f319478ef2a8dbb68e1_178) | | | [36](#ie33145df64694f319478ef2a8dbb68e1_178) | | |

| [PART II](#ie33145df64694f319478ef2a8dbb68e1_184) | | | | | | | | |

| [Item 6.](#ie33145df64694f319478ef2a8dbb68e1_214) | | | [\[Reserved\]](#ie33145df64694f319478ef2a8dbb68e1_214) | | | [39](#ie33145df64694f319478ef2a8dbb68e1_214) | | |

| [Item 9A.](#ie33145df64694f319478ef2a8dbb68e1_169) | | | [Controls and Procedures](#ie33145df64694f319478ef2a8dbb68e1_169) | | | [152](#ie33145df64694f319478ef2a8dbb68e1_169) | | |

| [Item 9B.](#ie33145df64694f319478ef2a8dbb68e1_199) | | | [Other Information](#ie33145df64694f319478ef2a8dbb68e1_199) | | | [154](#ie33145df64694f319478ef2a8dbb68e1_199) | | |

| [PART III](#ie33145df64694f319478ef2a8dbb68e1_229) | | | | | | | | |

| [PART IV](#ie33145df64694f319478ef2a8dbb68e1_247) | | | | | | | | |

| [Item](#ie33145df64694f319478ef2a8dbb68e1_250) [1](#ie33145df64694f319478ef2a8dbb68e1_250)[6.](#ie33145df64694f319478ef2a8dbb68e1_250) | | | [Form 10-K Summary](#ie33145df64694f319478ef2a8dbb68e1_250) | | | [163](#ie33145df64694f319478ef2a8dbb68e1_250) | | |

| [Signatures](#ie33145df64694f319478ef2a8dbb68e1_253) | | | | | | [164](#ie33145df64694f319478ef2a8dbb68e1_253) | | |

[Table of](#ib762dd1709394243afecfaaebb63008b_13) [Conte](#ib762dd1709394243afecfaaebb63008b_13)[nts](#ib762dd1709394243afecfaaebb63008b_13)

We also engage third parties in connection with our cybersecurity risk management processes, including cybersecurity consultants and auditors, to conduct evaluations of our security controls and provide certifications for industry-standard security frameworks, such as ISO27001 and [removed: PCI-DSS.][added: SOC, Type 2.]

In addition to monitoring risks from threats to our own assets, we administer a third-party risk management program that [removed: endeavors to help] [added: helps] identify and manage risks from cybersecurity threats arising from [added: attacks against] our suppliers and other service provider organizations.

Our CSO reports to our General Counsel and has principal executive responsibility and oversight for the Company’s strategy, planning, and operations on the management of both physical [added: security] and cybersecurity risk.

He is supported by our [removed: Chief Information Security Officer,] [added: CISO,] who has extensive cybersecurity experience in both the private and public sectors, and a team of cybersecurity professionals with relevant and expansive educational and industry experience.

The Audit Committee meets with our CSO or his delegate quarterly to review significant cybersecurity incidents and risks, [removed: as well as] [added: programmatic security modifications and enhancements, and] progress made towards key cybersecurity initiatives and matters.

[Table of](#ib762dd1709394243afecfaaebb63008b_13) [Conte](#ib762dd1709394243afecfaaebb63008b_13)[nts](#ib762dd1709394243afecfaaebb63008b_13)

[Table of](#ib762dd1709394243afecfaaebb63008b_13) [Conte](#ib762dd1709394243afecfaaebb63008b_13)[nts](#ib762dd1709394243afecfaaebb63008b_13)

As of [removed: February 2, 2024,] [added: January 31, 2025,] as shown in the following table, we owned or leased [removed: 20.2] [added: 18.3] million square feet of office, manufacturing, and warehouse space worldwide:

| U.S. facilities | | | [removed: 8.1] [added: 7.2] | | | | | | 1.0 | | |

[removed: (a) Includes 2.1] [added: (a)Includes 1.7] million square feet of subleased or vacant space.

As of [removed: February 2, 2024,] [added: January 31, 2025,] our facilities consisted of business centers, which include facilities that contain operations for sales, technical support, administrative, and support functions; manufacturing operations; and research and development centers.

| International facilities | | | 4.2 | | | | | | 5.9 | | |

| Total (a) | | | 11.4 | | | | | | 6.9 | | |

| International facilities | | | 4.4 | | | | | | 6.7 | | |

| Total (a) | | | 12.5 | | | | | | 7.7 | | |

[Table of](#ib762dd1709394243afecfaaebb63008b_13) [Conte](#ib762dd1709394243afecfaaebb63008b_13)[nts](#ib762dd1709394243afecfaaebb63008b_13)

PART II — OTHER INFORMATION

PART II

No shares of our Class D Common Stock were outstanding as of [removed: February 2, 2024.][added: January 31, 2025.]

As of March [removed: 18, 2024,] [added: 17, 2025,] there were [removed: 3,854] [added: 3,714] holders of record of our Class C Common Stock, six holders of record of our Class A Common Stock, and five holders of record of our Class B Common Stock.

During Fiscal [removed: 2024, the Company] [added: 2025, we] paid the following quarterly dividends:

[removed: (a)] During the fiscal year ended [removed: February 2, 2024, the Company] [added: January 31, 2025, we] also paid an immaterial amount of dividend equivalents on eligible vested equity awards which are not included above.

On February [removed: 29, 2024, the Company] [added: 27, 2025, we] announced that the Board of Directors approved [removed: a 20%] [added: an 18%] increase in the [removed: quarterly] dividend [removed: to a] rate [removed: of $0.445] [added: to $0.525] per share per fiscal quarter beginning in the first quarter of the fiscal year ending January [removed: 31, 2025.][added: 30, 2026.]

The following table presents information with respect to our purchases of Class C Common Stock during the fourth quarter of Fiscal [removed: 2024.][added: 2025.]

[removed: Effective as of] [added: On] September 23, 2021, our Board of Directors approved [removed: our current] [added: a] stock repurchase program with no [removed: established] [added: fixed] expiration date under which we may repurchase [removed: from time to time, through open market purchases, block trades, or accelerated or other structured share purchases,] up to $5 billion of shares of Class C Common Stock, exclusive of any fees, commissions, or other expenses related to such repurchases.

[removed: Effective as of] [added: On] October 5, [removed: 2023,] [added: 2023 and February 27, 2025, subsequent to] the [removed: Company’s] [added: close of Fiscal 2025, our] Board of Directors [removed: approved the repurchase of an] [added: authorized] additional [removed: $5 billion of] shares [removed: of the Company’s Class C Common Stock] [added: for repurchase] under [removed: our] [added: the] stock repurchase [removed: program.][added: program of $5 billion and $10 billion, respectively.]

Following the [removed: additional] [added: February 27, 2025] approval, [removed: the Company] [added: we] had approximately [removed: $5.7] [added: $11.5] billion [removed: in] [added: of] authorized [removed: amount] [added: shares] remaining under the program.

The following graph compares the cumulative total return on the Company’s Class C Common Stock for the period from [removed: February 1, 2019] [added: January 31, 2020] through [removed: February 2, 2024] [added: January 31, 2025] with the total return over the same period on the S&P 500 Index and the S&P 500 Information Technology Index.

The graph assumes that $100 was invested on [removed: February 1, 2019] [added: January 31, 2020] in the Class C Common Stock and in each of the foregoing indices and assumes reinvestment of dividends, if any.

[removed: ][added: ]

| | | | | | | [removed: February 1, 2019 | | | | | |] January 31, 2020 | | | | | | January 29, 2021 | | | | | | January 28, 2022 | | | | | | February 3, 2023 | | | | | | February 2, 2024 | | | [added: | | | January 31, 2025 | | |]

| February 29, 2024 | | | | | | April 23, 2024 | | | | | | May 3, 2024 | | | | | | $ | 0.445 | | | | | $ | 316 | |

| June 11, 2024 | | | | | | July 23, 2024 | | | | | | August 2, 2024 | | | | | | $ | 0.445 | | | | | $ | 314 | |

| September 18, 2024 | | | | | | October 22, 2024 | | | | | | November 1, 2024 | | | | | | $ | 0.445 | | | | | $ | 312 | |

| December 3, 2024 | | | | | | January 22, 2025 | | | | | | January 31, 2025 | | | | | | $ | 0.445 | | | | | $ | 310 | |

[Table of](#ib762dd1709394243afecfaaebb63008b_13) [Conte](#ib762dd1709394243afecfaaebb63008b_13)[nts](#ib762dd1709394243afecfaaebb63008b_13)

| Repurchases from November 2, 2024 to November 29, 2024 | | | | | | 1.0 | | | | | | $ | 134.94 | | | | | 1.0 | | | | | | $ | 2,443 | |

| Repurchases from November 30, 2024 to December 27, 2024 | | | | | | 2.2 | | | | | | $ | 119.71 | | | | | 2.2 | | | | | | $ | 2,174 | |

| Repurchases from December 28, 2024 to January 31, 2025 | | | | | | 3.2 | | | | | | $ | 110.84 | | | | | 3.2 | | | | | | $ | 1,817 | |

| Total | | | | | | 6.4 | | | | | | | | | | | | 6.4 | | | | | | | | |

[Table of](#ib762dd1709394243afecfaaebb63008b_13) [Conte](#ib762dd1709394243afecfaaebb63008b_13)[nts](#ib762dd1709394243afecfaaebb63008b_13)

| Class C Common Stock | | | | | | $ | 100.00 | | | | | $ | 160.44 | | | | | $ | 244.72 | | | | | $ | 189.76 | | | | | $ | 397.87 | | | | | $ | 484.70 | |

| S&P 500 Index | | | | | | $ | 100.00 | | | | | $ | 155.39 | | | | | $ | 188.01 | | | | | $ | 178.39 | | | | | $ | 217.31 | | | | | $ | 268.29 | |

| S&P 500 Information Technology Index | | | | | | $ | 100.00 | | | | | $ | 216.26 | | | | | $ | 266.26 | | | | | $ | 240.39 | | | | | $ | 355.34 | | | | | $ | 441.42 | |

| March 2, 2023 | | | | | | April 25, 2023 | | | | | | May 5, 2023 | | | | | | $ | 0.37 | | | | | $ | 270 | |

| June 16, 2023 | | | | | | July 25, 2023 | | | | | | August 4, 2023 | | | | | | $ | 0.37 | | | | | $ | 268 | |

| September 28, 2023 | | | | | | October 24, 2023 | | | | | | November 3, 2023 | | | | | | $ | 0.37 | | | | | $ | 266 | |

| December 5, 2023 | | | | | | January 23, 2024 | | | | | | February 2, 2024 | | | | | | $ | 0.37 | | | | | $ | 261 | |

____________________

Sales of Unregistered Securities

During January 2024, the Company issued 218,182 shares of Class C Common Stock to a stockholder upon the conversion of the same number of shares of our Class A Common Stock held by and at the election of such stockholder.

The issuance of the Class C Common Stock in this transaction was made in reliance on the exemption from registration under the Securities Act afforded by Section 3(a)(9) thereof.

No commission or other remuneration was paid or given directly or indirectly for soliciting the exchange of these securities.

| Repurchases from November 4, 2023 to December 1, 2023 | | | | | | 3.0 | | | | | | $ | 73.35 | | | | | 3.0 | | | | | | $ | 5,020 | |

| Repurchases from December 2, 2023 to December 29, 2023 | | | | | | 4.7 | | | | | | $ | 71.73 | | | | | 4.7 | | | | | | $ | 4,684 | |

| Repurchases from December 30, 2023 to February 2, 2024 | | | | | | 3.5 | | | | | | $ | 79.77 | | | | | 3.5 | | | | | | $ | 4,407 | |

| Total | | | | | | 11.2 | | | | | | | | | | | | 11.2 | | | | | | | | |

| Class C Common Stock | | | | | | $ | 100.00 | | | | | $ | 98.23 | | | | | $ | 146.81 | | | | | $ | 223.92 | | | | | $ | 173.63 | | | | | $ | 364.05 | |

| S&P 500 Index | | | | | | $ | 100.00 | | | | | $ | 121.54 | | | | | $ | 142.49 | | | | | $ | 172.39 | | | | | $ | 163.57 | | | | | $ | 199.26 | |

| S&P 500 Information Technology Index | | | | | | $ | 100.00 | | | | | $ | 145.18 | | | | | $ | 199.07 | | | | | $ | 245.09 | | | | | $ | 221.29 | | | | | $ | 327.10 | |

| [Report of Independent Registered Public Accounting Firm (Public Company Accounting Oversight Board [removed: ID:](#ie33145df64694f319478ef2a8dbb68e1_22) 238[)](#ie33145df64694f319478ef2a8dbb68e1_22)] [added: ID:](#ib762dd1709394243afecfaaebb63008b_22) 238[)](#ib762dd1709394243afecfaaebb63008b_22)] | | | [removed: [73](#ie33145df64694f319478ef2a8dbb68e1_22)] [added: [74](#ib762dd1709394243afecfaaebb63008b_22)] | | |

| [Consolidated Statements of Financial Position as [removed: of](#ie33145df64694f319478ef2a8dbb68e1_25) [February 2, 2024](#ie33145df64694f319478ef2a8dbb68e1_25) [and] [added: of January 31, 2025 and] February [removed: 3, 2023](#ie33145df64694f319478ef2a8dbb68e1_25)] [added: 2, 2024](#ib762dd1709394243afecfaaebb63008b_25)] | | | [removed: [75](#ie33145df64694f319478ef2a8dbb68e1_25)] [added: [76](#ib762dd1709394243afecfaaebb63008b_25)] | | |

| [Consolidated Statements of Income for [removed: the](#ie33145df64694f319478ef2a8dbb68e1_28) [fiscal years](#ie33145df64694f319478ef2a8dbb68e1_28) [ended](#ie33145df64694f319478ef2a8dbb68e1_28) [February 2](#ie33145df64694f319478ef2a8dbb68e1_28)[, 202](#ie33145df64694f319478ef2a8dbb68e1_28)[4, February](#ie33145df64694f319478ef2a8dbb68e1_28) [3, 2023,](#ie33145df64694f319478ef2a8dbb68e1_28) [and](#ie33145df64694f319478ef2a8dbb68e1_28) [January 28](#ie33145df64694f319478ef2a8dbb68e1_28)[, 2022](#ie33145df64694f319478ef2a8dbb68e1_28)] [added: the fiscal years ended January 31, 2025, February 2, 2024, and February 3, 2023](#ib762dd1709394243afecfaaebb63008b_28)] | | | [removed: [76](#ie33145df64694f319478ef2a8dbb68e1_28)] [added: [77](#ib762dd1709394243afecfaaebb63008b_28)] | | |

| [Consolidated Statements of Comprehensive Income for [removed: the](#ie33145df64694f319478ef2a8dbb68e1_34)] [added: the](#ib762dd1709394243afecfaaebb63008b_34)] [fiscal [removed: years ended] [added: year](#ib762dd1709394243afecfaaebb63008b_34)[s ended](#ib762dd1709394243afecfaaebb63008b_34) [January 3](#ib762dd1709394243afecfaaebb63008b_34)[1, 202](#ib762dd1709394243afecfaaebb63008b_34)[5](#ib762dd1709394243afecfaaebb63008b_34)[,] February 2, [removed: 2024, February] [added: 20](#ib762dd1709394243afecfaaebb63008b_34)[24, and Febr](#ib762dd1709394243afecfaaebb63008b_34)[uary] 3, [removed: 2023,](#ie33145df64694f319478ef2a8dbb68e1_28) [and January 28, 2022](#ie33145df64694f319478ef2a8dbb68e1_28)] [added: 2023](#ib762dd1709394243afecfaaebb63008b_34)] | | | [removed: [77](#ie33145df64694f319478ef2a8dbb68e1_34)] [added: [78](#ib762dd1709394243afecfaaebb63008b_34)] | | |

| [Consolidated Statements of Cash Flows for [removed: the](#ie33145df64694f319478ef2a8dbb68e1_37)] [added: the](#ib762dd1709394243afecfaaebb63008b_37)] [fiscal [removed: years ended] [added: year](#ib762dd1709394243afecfaaebb63008b_37)[s ended](#ib762dd1709394243afecfaaebb63008b_37) [January 31,2025,] February 2, [removed: 2024,] [added: 2024](#ib762dd1709394243afecfaaebb63008b_37)[, and] February [removed: 3, 2023,](#ie33145df64694f319478ef2a8dbb68e1_28) [and January 28, 2022](#ie33145df64694f319478ef2a8dbb68e1_28)] [added: 3,](#ib762dd1709394243afecfaaebb63008b_37)[2023](#ib762dd1709394243afecfaaebb63008b_37)] | | | [removed: [78](#ie33145df64694f319478ef2a8dbb68e1_37)] [added: [79](#ib762dd1709394243afecfaaebb63008b_37)] | | |

| [Consolidated Statements of Stockholders’ Equity (Deficit) for [removed: the](#ie33145df64694f319478ef2a8dbb68e1_40)] [added: the](#ib762dd1709394243afecfaaebb63008b_40)] [fiscal [removed: years ended February 2, 2024,] [added: year](#ib762dd1709394243afecfaaebb63008b_40)[s ended](#ib762dd1709394243afecfaaebb63008b_40) [January 31](#ib762dd1709394243afecfaaebb63008b_40)[, 202](#ib762dd1709394243afecfaaebb63008b_40)[5](#ib762dd1709394243afecfaaebb63008b_40)[,] February [removed: 3,](#ie33145df64694f319478ef2a8dbb68e1_28) [](#ie33145df64694f319478ef2a8dbb68e1_28)[2023,](#ie33145df64694f319478ef2a8dbb68e1_28) [and January 28, 2022](#ie33145df64694f319478ef2a8dbb68e1_28)] [added: 2](#ib762dd1709394243afecfaaebb63008b_40)[, 2024](#ib762dd1709394243afecfaaebb63008b_40)[, and](#ib762dd1709394243afecfaaebb63008b_40) [](#ib762dd1709394243afecfaaebb63008b_40)[February](#ib762dd1709394243afecfaaebb63008b_40) [3, 2023](#ib762dd1709394243afecfaaebb63008b_40)] | | | [removed: [80](#ie33145df64694f319478ef2a8dbb68e1_40)] [added: [80](#ib762dd1709394243afecfaaebb63008b_40)] | | |

| [Notes to [removed: the](#ie33145df64694f319478ef2a8dbb68e1_46)] [added: the](#ib762dd1709394243afecfaaebb63008b_46)] [Consolidated Financial [removed: Statements](#ie33145df64694f319478ef2a8dbb68e1_46)] [added: Statements](#ib762dd1709394243afecfaaebb63008b_46)] | | | [removed: [83](#ie33145df64694f319478ef2a8dbb68e1_46)] [added: [83](#ib762dd1709394243afecfaaebb63008b_46)] | | |

| [Note 1 — Overview and Basis of [removed: Presentation](#ie33145df64694f319478ef2a8dbb68e1_49)] [added: Presentation](#ib762dd1709394243afecfaaebb63008b_49)] | | | [removed: [83](#ie33145df64694f319478ef2a8dbb68e1_49)] [added: [83](#ib762dd1709394243afecfaaebb63008b_49)] | | |

| [Note 2 — Summary of Significant Accounting [removed: Policies](#ie33145df64694f319478ef2a8dbb68e1_52)] [added: Policies](#ib762dd1709394243afecfaaebb63008b_52)] | | | [removed: [84](#ie33145df64694f319478ef2a8dbb68e1_52)] [added: [86](#ib762dd1709394243afecfaaebb63008b_52)] | | |

[removed: | [Note](#ie33145df64694f319478ef2a8dbb68e1_58) [4](#ie33145df64694f319478ef2a8dbb68e1_58) [— Fair Value Measurements](#ie33145df64694f319478ef2a8dbb68e1_58) | | | [96](#ie33145df64694f319478ef2a8dbb68e1_58) | | |][added: NOTE 3 — FAIR VALUE MEASUREMENTS]

[removed: | [Note](#ie33145df64694f319478ef2a8dbb68e1_61) [5](#ie33145df64694f319478ef2a8dbb68e1_61) [— Investments](#ie33145df64694f319478ef2a8dbb68e1_61) | | | [98](#ie33145df64694f319478ef2a8dbb68e1_61) | | |][added: NOTE 4 — INVESTMENTS]

| [removed: [Note](#ie33145df64694f319478ef2a8dbb68e1_64) [6](#ie33145df64694f319478ef2a8dbb68e1_64)] [added: [Note](#ib762dd1709394243afecfaaebb63008b_61) [5](#ib762dd1709394243afecfaaebb63008b_61)] [— Financial [removed: Services](#ie33145df64694f319478ef2a8dbb68e1_64)] [added: Services](#ib762dd1709394243afecfaaebb63008b_61)] | | | [removed: [100](#ie33145df64694f319478ef2a8dbb68e1_64)] [added: [100](#ib762dd1709394243afecfaaebb63008b_61)] | | |

[removed: | [Note](#ie33145df64694f319478ef2a8dbb68e1_67) [7](#ie33145df64694f319478ef2a8dbb68e1_67) [— Leases](#ie33145df64694f319478ef2a8dbb68e1_67) | | | [108](#ie33145df64694f319478ef2a8dbb68e1_67) | | |][added: NOTE 6 — LEASES]

[removed: | [Note](#ie33145df64694f319478ef2a8dbb68e1_70) [8](#ie33145df64694f319478ef2a8dbb68e1_70) [— Debt](#ie33145df64694f319478ef2a8dbb68e1_70) | | | [110](#ie33145df64694f319478ef2a8dbb68e1_70) | | |][added: NOTE 7 — DEBT]

[removed: | [Note](#ie33145df64694f319478ef2a8dbb68e1_73) [9](#ie33145df64694f319478ef2a8dbb68e1_73) [— Derivative Instruments and Hedging Activities](#ie33145df64694f319478ef2a8dbb68e1_73) | | | [113](#ie33145df64694f319478ef2a8dbb68e1_73) | | |][added: NOTE 8 — DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES]

[removed: | [Note](#ie33145df64694f319478ef2a8dbb68e1_76) [10](#ie33145df64694f319478ef2a8dbb68e1_76) [— Goodwill and Intangible Assets](#ie33145df64694f319478ef2a8dbb68e1_76) | | | [118](#ie33145df64694f319478ef2a8dbb68e1_76) | | |][added: NOTE 9 — GOODWILL AND INTANGIBLE ASSETS]

[removed: | [Note](#ie33145df64694f319478ef2a8dbb68e1_79) [11](#ie33145df64694f319478ef2a8dbb68e1_79) [](#ie33145df64694f319478ef2a8dbb68e1_79)[— Deferred Revenue](#ie33145df64694f319478ef2a8dbb68e1_79) | | | [120](#ie33145df64694f319478ef2a8dbb68e1_79) | | |][added: NOTE 10 — DEFERRED REVENUE]

| [removed: [Note 1](#ie33145df64694f319478ef2a8dbb68e1_85)[2](#ie33145df64694f319478ef2a8dbb68e1_85) [—] Commitments and [removed: Contingencies](#ie33145df64694f319478ef2a8dbb68e1_85)] [added: contingencies (Note 11)] | | | [removed: [121](#ie33145df64694f319478ef2a8dbb68e1_85)] | | | [added: | | | | | |]

[removed: | [Note 1](#ie33145df64694f319478ef2a8dbb68e1_88)[3](#ie33145df64694f319478ef2a8dbb68e1_88) [— Income and Other Taxes](#ie33145df64694f319478ef2a8dbb68e1_88) | | | [124](#ie33145df64694f319478ef2a8dbb68e1_88) | | |][added: NOTE 12 — INCOME AND OTHER TAXES]

[removed: | [Note 1](#ie33145df64694f319478ef2a8dbb68e1_94)[4](#ie33145df64694f319478ef2a8dbb68e1_94) [— Accumulated Other Comprehensive Income (Loss)](#ie33145df64694f319478ef2a8dbb68e1_94) | | | [130](#ie33145df64694f319478ef2a8dbb68e1_94) | | |][added: NOTE 13 — ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)]

[removed: | [Note 1](#ie33145df64694f319478ef2a8dbb68e1_97)[5](#ie33145df64694f319478ef2a8dbb68e1_97) [— Capitalization](#ie33145df64694f319478ef2a8dbb68e1_97) | | | [132](#ie33145df64694f319478ef2a8dbb68e1_97) | | |][added: NOTE 14 — CAPITALIZATION]

[removed: | [Note 1](#ie33145df64694f319478ef2a8dbb68e1_100)[6](#ie33145df64694f319478ef2a8dbb68e1_100) [— Earnings Per Share](#ie33145df64694f319478ef2a8dbb68e1_100) | | | [134](#ie33145df64694f319478ef2a8dbb68e1_100) | | |][added: NOTE 15 — EARNINGS PER SHARE]

[removed: | [Note 17] [added: NOTE 16] — [removed: Stock-Based Compensation](#ie33145df64694f319478ef2a8dbb68e1_103) | | | [135](#ie33145df64694f319478ef2a8dbb68e1_103) | | |][added: STOCK-BASED COMPENSATION]

[removed: | [Note 18] [added: NOTE 17] — [removed: Retirement Plan Benefits](#ie33145df64694f319478ef2a8dbb68e1_109) | | | [139](#ie33145df64694f319478ef2a8dbb68e1_109) | | |][added: RETIREMENT PLAN BENEFITS]

[removed: | [Note 1](#ie33145df64694f319478ef2a8dbb68e1_115)[9](#ie33145df64694f319478ef2a8dbb68e1_115) [— Segment Information](#ie33145df64694f319478ef2a8dbb68e1_115) | | | [141](#ie33145df64694f319478ef2a8dbb68e1_115) | | |][added: NOTE 18 — SEGMENT INFORMATION]

[removed: | [Note](#ie33145df64694f319478ef2a8dbb68e1_112) [20](#ie33145df64694f319478ef2a8dbb68e1_112) [— Related Party Transactions](#ie33145df64694f319478ef2a8dbb68e1_112) | | | [144](#ie33145df64694f319478ef2a8dbb68e1_112) | | |][added: NOTE 19 — RELATED PARTY TRANSACTIONS]

[removed: | [Note](#ie33145df64694f319478ef2a8dbb68e1_121) [21](#ie33145df64694f319478ef2a8dbb68e1_121) [— Supplemental Consolidated Financial Information](#ie33145df64694f319478ef2a8dbb68e1_121) | | | [147](#ie33145df64694f319478ef2a8dbb68e1_121) | | |][added: NOTE 20 — SUPPLEMENTAL CONSOLIDATED FINANCIAL INFORMATION]

[removed: | [Note 22] [added: NOTE 21] — [removed: Government Assistance](#ie33145df64694f319478ef2a8dbb68e1_127) | | | [150](#ie33145df64694f319478ef2a8dbb68e1_127) | | |][added: GOVERNMENT ASSISTANCE]

We have audited the accompanying consolidated statements of financial position of Dell Technologies Inc. and its subsidiaries (the “Company”) as of [removed: February 2, 2024] [added: January 31, 2025] and February [removed: 3, 2023,] [added: 2, 2024,] and the related consolidated statements of income, of comprehensive income, of stockholders’ equity (deficit) and of cash flows for each of the three years in the period ended [removed: February 2, 2024,] [added: January 31, 2025,] including the related notes (collectively referred to as the “consolidated financial statements”).

We also have audited the Company's internal control over financial reporting as of [removed: February 2, 2024,] [added: January 31, 2025,] based on criteria established in *Internal Control - Integrated Framework* (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of [removed: February 2, 2024] [added: January 31, 2025] and February [removed: 3, 2023,] [added: 2, 2024,] and the results of its operations and its cash flows for each of the three years in the period ended [removed: February 2, 2024] [added: January 31, 2025] in conformity with accounting principles generally accepted in the United States of America.

Also in our opinion, the Company [removed: maintained,] [added: did not maintain,] in all material respects, effective internal control over financial reporting as of [removed: February 2, 2024,] [added: January 31, 2025,] based on criteria established in *Internal Control - Integrated Framework* (2013) issued by the [removed: COSO.][added: COSO because a material weakness in internal control over financial reporting existed as of that date as the Company did not design and maintain effective controls over non-recurring credits from certain suppliers that related to cost of net revenue.]

The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in [removed: Management’s Annual Report on Internal Control Over Financial Reporting appearing under Item 9A.][added: management’s report referred to above.]

*Revenue Recognition [removed: -] [added: —] Identification of Performance Obligations in Revenue Contracts*

As described in Notes 2 and [removed: 19] [added: 18] to the consolidated financial statements, the Company’s contracts with customers often include the promise to transfer multiple goods and services to a customer.

For the year ended [removed: February 2, 2024,] [added: January 31, 2025,] a significant portion of the [removed: $33.9] [added: $43.6] billion Infrastructure Solutions Group (“ISG”) reportable segment net revenues relate to contracts with multiple performance obligations.

The principal considerations for our determination that performing procedures relating to the identification of performance obligations in revenue contracts is a critical audit matter are [added: (i)] the significant judgment by management in identifying performance obligations in revenue [removed: contracts, which in turn led to] [added: contracts and (ii)] a high degree of auditor judgment, subjectivity and effort in performing procedures [added: and evaluating audit evidence related] to [removed: evaluate] whether performance obligations in revenue contracts were appropriately identified by management.

[removed: DELL TECHNOLOGIES INC.][added: | *Earnings per share attributable to Dell Technologies Inc.* | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |]

| | | | February 2, 2024 | | | | | | [removed: February 3, 2023] | | | [added: | | | | | |]

| Cash and cash equivalents | | | $ | [removed: 7,366] [added: 3,633] | | | | | $ | [removed: 8,607] [added: 7,366] | |

| [Note 22 — Quarterly Results (Unaudited)](#ib762dd1709394243afecfaaebb63008b_2046) | | | [146](#ib762dd1709394243afecfaaebb63008b_2046) | | |

| [Note](#ib762dd1709394243afecfaaebb63008b_124) [2](#ib762dd1709394243afecfaaebb63008b_124)[3](#ib762dd1709394243afecfaaebb63008b_124) [— Subsequent Events](#ib762dd1709394243afecfaaebb63008b_124) | | | [150](#ib762dd1709394243afecfaaebb63008b_124) | | |

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis.

The material weakness referred to above is described in Management’s Annual Report on Internal Control over Financial Reporting appearing under Item 9A.

We considered this material weakness in determining the nature, timing, and extent of audit tests applied in our audit of the 2025 consolidated financial statements, and our opinion regarding the effectiveness of the Company’s internal control over financial reporting does not affect our opinion on those consolidated financial statements.

March 25, 2025

| Other current assets | | | 9,610 | | | | | | 11,010 | | |

| Current assets held for sale | | | 668 | | | | | | — | | |

| Total current assets | | | 36,229 | | | | | | 35,984 | | |

| Total assets | | | $ | 79,746 | | | | | $ | 82,126 | |

| Accounts payable | | | 20,832 | | | | | | 19,226 | | |

| Accrued and other | | | 6,597 | | | | | | 6,828 | | |

| Current liabilities held for sale | | | 221 | | | | | | — | | |

| Total current liabilities | | | 46,527 | | | | | | 48,354 | | |

| Total liabilities | | | $ | 81,133 | | | | | $ | 84,258 | |

| Accumulated deficit | | | (1,160) | | | | | | (4,453) | | |

| Total Dell Technologies Inc. stockholders’ equity (deficit) | | | (1,482) | | | | | | (2,227) | | |

| Total stockholders’ equity (deficit) | | | (1,387) | | | | | | (2,132) | | |

| Total liabilities and stockholders’ equity | | | $ | 79,746 | | | | | $ | 82,126 | |

| Products | | | | | | | | | | | | | | | 60,162 | | | | | | 53,116 | | | | | | 66,029 | | |

| Basic | | | | | | | | | | | | | | | $ | 6.51 | | | | | $ | 4.71 | | | | | $ | 3.33 | |

| Diluted | | | | | | | | | | | | | | | $ | 6.38 | | | | | $ | 4.60 | | | | | $ | 3.24 | |

| Other assets and liabilities | | | 2,347 | | | | | | (1,484) | | | | | | 973 | | |

| | | | Issued Shares | | | | | | Amount | | | | | | Shares | | | | | | Amount | | | | | | Accumulated Deficit | | | | | | Accumulated Other Comprehensive Income (Loss) | | | | | | Dell Technologies Stockholders’ Equity (Deficit) | | | | | | Non-Controlling Interests | | | | | | Total Stockholders’ Equity (Deficit) | | |

| | | | Issued Shares | | | | | | Amount | | | | | | Shares | | | | | | Amount | | | | | | Accumulated Deficit | | | | | | Accumulated Other Comprehensive Income (Loss) | | | | | | Dell Technologies Stockholders’ Equity (Deficit) | | | | | | Non-Controlling Interests | | | | | | Total Stockholders’ Equity (Deficit) | | |

| Balances as of February 2, 2024 | | | 821 | | | | | | $ | 8,926 | | | | | 116 | | | | | | $ | (5,900) | | | | | $ | (4,453) | | | | | $ | (800) | | | | | $ | (2,227) | | | | | $ | 95 | | | | | $ | (2,132) | |

| Net income (loss) | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 4,592 | | | | | | — | | | | | | 4,592 | | | | | | (16) | | | | | | 4,576 | | |

| Dividends and dividend equivalents declared ($1.78 per common share) | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (1,299) | | | | | | — | | | | | | (1,299) | | | | | | — | | | | | | (1,299) | | |

| Balances as of January 31, 2025 | | | 834 | | | | | | $ | 9,119 | | | | | 138 | | | | | | $ | (8,502) | | | | | $ | (1,160) | | | | | $ | (939) | | | | | $ | (1,482) | | | | | $ | 95 | | | | | $ | (1,387) | |

*Revision of Previously Issued Financial Statements —* During the fiscal year ended January 31, 2025, the Company discovered accumulated credits from certain suppliers that were not recorded or not recorded in the correct period in its previously reported financial results.

The Company initiated an investigation that indicated that the credits resulted from the actions of certain procurement employees that support a limited number of suppliers, which affected the Client Solutions Group (“CSG”) segment.

The revision did not have an impact on the Company’s net revenue.

The Company determined that the impacts were not material, individually or in the aggregate, to its previously issued Consolidated Financial Statements and accompanying Notes to the Consolidated Financial Statements for any of the prior quarters or the annual period in which they occurred.

However, in accordance with Staff Accounting Bulletin No. 108 of the Securities and Exchange Commission (“SEC”), the Company concluded that correcting the cumulative misstatement in the current period would be material to its results of operations for the fiscal year ended January 31, 2025.

Accordingly, the Company has revised its previously issued Consolidated Financial Statements, as applicable, as of and for the fiscal year ended February 2, 2024.

A summary of the corrections to the impacted financial statement line items in these Consolidated Financial Statements is presented below.

*Consolidated Statements of Financial Position*

| | | | As Reported | | | | | | Adjustment | | | | | | As Revised | | |

| Current assets: | | | | | | | | | | | | | | | | | |

| Current liabilities: | | | | | | | | | | | | | | | | | |

| [Note 3 — Discontinued Operations](#ie33145df64694f319478ef2a8dbb68e1_55) | | | [94](#ie33145df64694f319478ef2a8dbb68e1_55) | | |

| [Note](#ie33145df64694f319478ef2a8dbb68e1_133) [23](#ie33145df64694f319478ef2a8dbb68e1_133) [— Subsequent Events](#ie33145df64694f319478ef2a8dbb68e1_133) | | | [151](#ie33145df64694f319478ef2a8dbb68e1_133) | | |

March 25, 2024

| | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Due from related party, net | | | — | | | | | | 440 | | |

| Due to related party | | | — | | | | | | 2,067 | | |

The accompanying notes are an integral part of these Consolidated Financial Statements.

| Products | | | 53,316 | | | | | | 66,029 | | | | | | 67,224 | | |

| Income from discontinued operations, net of income taxes (Note 3) | | | — | | | | | | — | | | | | | 765 | | |

| Continuing operations | | | $ | 4.46 | | | | | $ | 3.33 | | | | | $ | 6.49 | |

| Discontinued operations | | | $ | — | | | | | $ | — | | | | | $ | 0.81 | |

| Continuing operations | | | $ | 4.36 | | | | | $ | 3.24 | | | | | $ | 6.26 | |

| Discontinued operations | | | $ | — | | | | | $ | — | | | | | $ | 0.76 | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Less: Other comprehensive loss attributable to non-controlling interests | | | — | | | | | | (1) | | | | | | — | | | | | |

| Due from/to related party, net | | | (652) | | | | | | 649 | | | | | | 479 | | |

| Divestitures of businesses, net | | | — | | | | | | — | | | | | | 3,957 | | |

| Dividends paid by VMware, Inc. to non-controlling interests | | | — | | | | | | — | | | | | | (2,240) | | |

| Net transfer of cash, cash equivalents, and restricted cash to VMware, Inc. | | | — | | | | | | — | | | | | | (5,052) | | |

____________________

(a) During the fiscal year ended January 28, 2022, other, net, includes $4.0 billion pre-tax gain on the sale of Boomi.

| Balances as of January 29, 2021 | | | 761 | | | | | | $ | 16,849 | | | | | 8 | | | | | | $ | (305) | | | | | $ | (13,751) | | | | | $ | (314) | | | | | $ | 2,479 | | | | | $ | 5,074 | | | | | $ | 7,553 | |

| Net income | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 5,563 | | | | | | — | | | | | | 5,563 | | | | | | 144 | | | | | | 5,707 | | |

| Revaluation of redeemable shares | | | — | | | | | | 472 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 472 | | | | | | — | | | | | | 472 | | |

| Dividends paid by VMware, Inc. to non-controlling interests | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (2,240) | | | | | | (2,240) | | |

| Spin-off of VMware, Inc. | | | — | | | | | | (10,162) | | | | | | — | | | | | | — | | | | | | — | | | | | | 8 | | | | | | (10,154) | | | | | | (2,895) | | | | | | (13,049) | | |

| Balances as of January 28, 2022 | | | 777 | | | | | | $ | 7,898 | | | | | 20 | | | | | | $ | (964) | | | | | $ | (8,188) | | | | | $ | (431) | | | | | $ | (1,685) | | | | | $ | 105 | | | | | $ | (1,580) | |

*Spin-Off of VMware, Inc.* — On November 1, 2021, the Company completed its spin-off of VMware LLC (formerly VMware, Inc. and individually and together with its consolidated subsidiaries, “VMware”) by means of a special stock dividend (the “VMware Spin-off”).

In accordance with applicable accounting guidance, the results of VMware, excluding Dell Technologies' resale of VMware offerings, are presented as discontinued operations in the Consolidated Statements of Income and, as such, have been excluded from both continuing operations and segment results for the fiscal year ended January 28, 2022.

The Consolidated Statements of Cash Flows are presented on a consolidated basis for both continuing operations and discontinued operations for the fiscal year ended January 28, 2022.

*Boomi Divestiture* — On October 1, 2021, Dell Technologies completed the sale of Boomi, Inc. (“Boomi”) and certain related assets.

At the completion of the sale, the Company received total cash consideration of approximately $4.0 billion, resulting in a pre-tax gain on sale of $4.0 billion recognized in interest and other, net on the Consolidated Statements of Income.

The Company ultimately recorded a $3.0 billion gain, net of $1.0 billion in tax expense.

Prior to the divestiture, Boomi’s operating results were included within other businesses.

The divestiture did not qualify for presentation as a discontinued operation.

Under the agreement, the Company also agreed to sell its U.S. consumer revolving customer receivables portfolio.

Upon completion of the sale, the Company derecognized transferred receivables, net of $380 million from the Consolidated Statements of Financial Position.

Finance leases are immaterial.

*Accounting for Fixed-Term Loans* — For fixed-term loans, the Company may recognize profit up-front upon commencement or over time depending on the product or service offering.

In connection with the preparation of this report, our management, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of [removed: February 2, 2024.][added: January 31, 2025.]

Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that [removed: our] [added: as of January 31, 2025, the Company’s] disclosure controls and procedures were [added: not] effective [added: to accomplish their objectives] at the reasonable assurance level [added: due to the material weakness in internal control over financial reporting] as [removed: of February 2, 2024.][added: described below.]

Internal control over financial reporting includes those policies and procedures which (a) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of assets, (b) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting [removed: principles, (c) provide reasonable assurance] [added: principles and] that receipts and expenditures [added: of the issuer] are being made only in accordance with appropriate authorization of management and the [removed: board] [added: directors] of [removed: directors,] [added: the issuer,] and [removed: (d)] [added: (c)] provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of assets that could have a material effect on the financial statements.

In connection with the preparation of this report, our management, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness of our internal control over financial reporting as of [removed: February 2, 2024,] [added: January 31, 2025,] based on the criteria established in *Internal Control — Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway [removed: Commission.][added: Commission (COSO).]

As a result of [removed: that evaluation,] [added: the material weakness described above,] management has concluded that our internal control over financial reporting was [added: not] effective as of [removed: February 2, 2024.][added: January 31, 2025.]

The effectiveness of our internal control over financial reporting as of [removed: February 2, 2024] [added: January 31, 2025] has been audited by PricewaterhouseCoopers LLP, our independent registered public accounting firm, as stated in their report, which is included in “Item 8 — Financial Statements and Supplementary Data.”

There were no [added: other] changes in our internal control over financial reporting during the fiscal quarter ended [removed: February 2, 2024] [added: January 31, 2025] that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

During the preparation of the Company’s financial statements for the fiscal year ended January 31, 2025, management identified a material weakness in its internal control over financial reporting as the Company did not design and maintain effective controls over non-recurring credits from certain suppliers that related to cost of net revenue.

This material weakness resulted in the revision of the Company’s annual Consolidated Financial Statements previously issued for the fiscal year ended February 2, 2024 and the unaudited interim Condensed Consolidated Financial Statements previously issued for Fiscal 2025 and Fiscal 2024 interim periods.

While the impacts were not material, individually or in the aggregate, to the Company’s previously issued Consolidated Financial Statements, the material weakness related to non-recurring credits from certain suppliers could result in a material misstatement to the annual or interim Consolidated Financial Statements that would not be prevented or detected until such material weakness is remediated.

Remediation of Material Weakness

The Company is committed to addressing the material weakness described above and has begun to implement changes in processes designed to improve its internal control over financial reporting.

To remediate the material weakness, we are designing and implementing a new control over non-recurring credits from certain suppliers.

As the Company evaluates and enhances its internal control over financial reporting, it may take additional measures to modify, or add to, the remediation measures described above.

Remediation will not occur until the plans are implemented and there has been appropriate time to conclude through testing that the controls operate effectively.

We are in the process of an ongoing business modernization initiative to advance our capabilities, leverage new technology, and optimize business processes to change the way we work and make decisions, improve business outcomes, and reduce costs.

As part of this initiative, we are modernizing accounting and finance systems.

We have modified and will continue to modify the design and implementation of certain internal control processes to accommodate changes to our business processes and finance procedures, as our business modernization initiative continues.

[removed: Rothberg, our General Counsel,] [added: On January 13, 2025, William Green, one of the Company’s directors,] adopted a written plan for the sale of up to [removed: 114,368] [added: 272,736] shares of the Company’s Class C Common Stock that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act.

The plan will expire on [removed: August 30, 2024,] [added: December 31, 2025,] or on any earlier date on which all of the shares have been sold.

On January 4, 2024, Richard J.

Other information required by this Item 10 is incorporated herein by reference to our definitive proxy statement for our [removed: 2024] [added: 2025] annual meeting of stockholders, referred to as the [removed: “2024] [added: “2025] proxy statement,” which we will file with the SEC on or before 120 days after our [removed: 2024] [added: 2025] fiscal year-end, and which will appear in the [removed: 2024] [added: 2025] proxy statement under the captions “Proposal 1 — Election of [removed: Directors”] [added: Directors,” “Compensation Discussion] and [added: Analysis” and] “Additional Information — Delinquent Section 16(a) Reports,” if applicable.

| Michael S. Dell Chairman and Chief Executive Officer Dell Technologies Inc. | | | [removed: Lynn Vojvodich Radakovich Public Company Director] [added: David Grain Founder and CEO Grain Management (private equity)] | | |

| David W. Dorman Founding Partner Centerview Capital Technology (investments) | | | [removed: Ellen J. Kullman Public Company Director] [added: Egon Durban Co-CEO Silver Lake (private equity)] | | |

| Ellen J. Kullman Public Company Director | | | Steve M. Mollenkopf Public Company Director | | |

| William D. Green Public Company Director | | | Lynn Vojvodich Radakovich Public Company Director | | |

| Egon Durban Co-CEO Silver Lake (private equity) | | | Steve M. Mollenkopf Public Company Director | | |

| William D. Green Public Company Director | | | David Grain Founder and CEO Grain Management (private equity) | | |

Information required by this Item 11 is incorporated herein by reference to the [removed: 2024] [added: 2025] proxy statement, including the information in the [removed: 2024] [added: 2025] proxy statement appearing under the captions “Proposal 1 — Election of Directors — Director [removed: Compensation”] [added: Compensation,” “Compensation Discussion] and [added: Analysis” and] “Compensation of Executive Officers.”

As discussed in Note 1 and Note 22 of the Notes to the Consolidated Financial Statements included in this report, the Consolidated Financial Statements were revised for the fiscal year ended February 2, 2024 and the unaudited interim periods for Fiscal 2025 and Fiscal 2024 to correct for the overstatement of cost of net revenue to the Consolidated Statements of Income, net of the related income tax effect, and the corresponding amounts affecting the Consolidated Statements of Financial Position.

The revision required a recovery analysis of incentive-based executive compensation under the Dell Technologies Inc. Incentive-Based Compensation Recovery Policy filed as Exhibit 97 to this report.

The Company determined that the revision had no recovery impact with respect to such incentive-based compensation.

Information required by this Item 12 is incorporated herein by reference to the [removed: 2024] [added: 2025] proxy statement, including the information in the [removed: 2024] [added: 2025] proxy statement appearing under the captions “Equity Compensation Plan Information” and “Security Ownership of Certain Beneficial Owners and Management.”

Information required by this Item 13 is incorporated herein by reference to the [removed: 2024] [added: 2025] proxy statement, including the information in the [removed: 2024] [added: 2025] proxy statement appearing under the captions “Proposal 1 — Elections of Directors” and “Transactions with Related Persons.”

Information required by this Item 14 is incorporated herein by reference to the [removed: 2024] [added: 2025] proxy statement, including the information in the [removed: 2024] [added: 2025] proxy statement appearing under the caption “Proposal 2 — Ratification of Appointment of Independent Registered Public Accounting Firm.”

Consolidated Statements of Financial Position at [added: January 31, 2025 and] February 2, 2024 [removed: and February 3, 2023]

Consolidated Statements of Income for the fiscal years ended [added: January 31, 2025,] February 2, 2024, [added: and] February 3, [removed: 2023, and January 28, 2022][added: 2023]

Consolidated Statements of Comprehensive Income for the fiscal years ended [added: January 31, 2025,] February 2, 2024, [added: and] February 3, [removed: 2023, and January 28, 2022][added: 2023]

Consolidated Statements of Cash Flows for the fiscal years ended [added: January 31, 2025,] February 2, 2024, [added: and] February 3, [removed: 2023, and January 28, 2022][added: 2023]

Consolidated Statements of Stockholders’ Equity (Deficit) for the fiscal years ended [added: January 31, 2025,] February 2, 2024, [added: and] February 3, [removed: 2023, and January 28, 2022][added: 2023]

| [2.2](https://www.sec.gov/Archives/edgar/data/1571996/000119312521294210/d81504dex991.htm) | | | | | | [Letter Agreement, dated as of October 7, 2021, by and between Dell Technologies Inc. and VMware, Inc. (incorporated by reference to Exhibit 99.1 to [removed: the Current] [added: the](https://www.sec.gov/Archives/edgar/data/1571996/000119312521294210/d81504dex991.htm) [Company](https://www.sec.gov/Archives/edgar/data/1571996/000119312521294210/d81504dex991.htm)[’](https://www.sec.gov/Archives/edgar/data/1571996/000119312521294210/d81504dex991.htm)[s](https://www.sec.gov/Archives/edgar/data/1571996/000119312521294210/d81504dex991.htm) [Current] Report on Form [removed: 8-K of the Company filed] [added: 8-K](https://www.sec.gov/Archives/edgar/data/1571996/000119312521294210/d81504dex991.htm) [filed] with the Commission on October 7, 2021) (Commission File No. 001-37867).](https://www.sec.gov/Archives/edgar/data/1571996/000119312521294210/d81504dex991.htm) | | |

| [2.3](https://www.sec.gov/Archives/edgar/data/1571996/000119312521315488/d146470dex992.htm) | | | | | | [Letter Agreement, dated as of November 1, 2021, by and between Dell Technologies Inc. and VMware, Inc. (incorporated by reference to Exhibit 99.2 to [removed: the Current] [added: the](https://www.sec.gov/Archives/edgar/data/1571996/000119312521315488/d146470dex992.htm) [Co](https://www.sec.gov/Archives/edgar/data/1571996/000119312521315488/d146470dex992.htm)[mpany](https://www.sec.gov/Archives/edgar/data/1571996/000119312521315488/d146470dex992.htm)[’](https://www.sec.gov/Archives/edgar/data/1571996/000119312521315488/d146470dex992.htm)[s](https://www.sec.gov/Archives/edgar/data/1571996/000119312521315488/d146470dex992.htm) [Current] Report on Form [removed: 8-K of the Company filed] [added: 8-K](https://www.sec.gov/Archives/edgar/data/1571996/000119312521315488/d146470dex992.htm) [filed] with the Commission on November 1, 2021) (Commission File No. 001-37867).](https://www.sec.gov/Archives/edgar/data/1571996/000119312521315488/d146470dex992.htm) | | |

| [4.5](https://www.sec.gov/Archives/edgar/data/1571996/000119312516611855/d73946dex414.htm) | | | | | | [Base Indenture, dated as of June 1, 2016, among Diamond 1 Finance Corporation and Diamond 2 Finance Corporation, as issuers, and The Bank of New York Mellon Trust Company, N.A., as trustee and collateral agent (incorporated by reference to Exhibit 4.14 to Amendment No. 6 to the [removed: Company’s 2016] [added: Company’s](https://www.sec.gov/Archives/edgar/data/1571996/000119312516611855/d73946dex414.htm) [Registration Statement on Form](https://www.sec.gov/Archives/edgar/data/1571996/000119312516611855/d73946dex414.htm) [S-4](https://www.sec.gov/Archives/edgar/data/1571996/000119312516611855/d73946dex414.htm) [(the](https://www.sec.gov/Archives/edgar/data/1571996/000119312516611855/d73946dex414.htm) [“](https://www.sec.gov/Archives/edgar/data/1571996/000119312516611855/d73946dex414.htm)[2016] Form [removed: S-4 filed] [added: S-4](https://www.sec.gov/Archives/edgar/data/1571996/000119312516611855/d73946dex414.htm)[”](https://www.sec.gov/Archives/edgar/data/1571996/000119312516611855/d73946dex414.htm)[)](https://www.sec.gov/Archives/edgar/data/1571996/000119312516611855/d73946dex414.htm) [filed] with the Commission on June 3, 2016) (Registration No. 333-208524).](https://www.sec.gov/Archives/edgar/data/1571996/000119312516611855/d73946dex414.htm) | | |

| [removed: [4.15](https://www.sec.gov/Archives/edgar/data/1571996/000119312519082281/d708174dex42.htm)] [added: [4.15](https://www.sec.gov/Archives/edgar/data/1571996/000119312519082281/d708174dex43.htm)] | | | | | | [removed: [2024] [added: [2026] Notes Supplemental Indenture No. 1, dated as of March 20, 2019, 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 and Notes Collateral Agent (incorporated by reference to Exhibit [removed: 4.2] [added: 4.3] to the Company’s Current Report on Form 8-K filed with the Commission on March 21, 2019) (Commission File No. [removed: 001-37867).](https://www.sec.gov/Archives/edgar/data/1571996/000119312519082281/d708174dex42.htm)] [added: 001-37867).](https://www.sec.gov/Archives/edgar/data/1571996/000119312519082281/d708174dex43.htm)] | | |

| [removed: [4.16](https://www.sec.gov/Archives/edgar/data/1571996/000119312519082281/d708174dex43.htm)] [added: [4.16](https://www.sec.gov/Archives/edgar/data/1571996/000119312519082281/d708174dex44.htm)] | | | | | | [removed: [2026] [added: [2029] Notes Supplemental Indenture No. 1, dated as of March 20, 2019, 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 and Notes Collateral Agent (incorporated by reference to Exhibit [removed: 4.3] [added: 4.4] to the Company’s Current Report on Form 8-K filed with the Commission on March 21, 2019) (Commission File No. [removed: 001-37867).](https://www.sec.gov/Archives/edgar/data/1571996/000119312519082281/d708174dex43.htm)] [added: 001-37867).](https://www.sec.gov/Archives/edgar/data/1571996/000119312519082281/d708174dex44.htm)] | | |

| [removed: [4.17](https://www.sec.gov/Archives/edgar/data/1571996/000119312519082281/d708174dex44.htm)] [added: [4.19](https://www.sec.gov/Archives/edgar/data/1571996/000119312520102602/d912603dex44.htm)] | | | | | | [removed: [2029] [added: [2030] Notes Supplemental Indenture No. 1, dated as of [removed: March 20, 2019,] [added: April 9, 2020,] 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 and Notes Collateral Agent (incorporated by reference to Exhibit 4.4 to the Company’s Current Report on Form 8-K filed with the Commission on [removed: March 21, 2019)] [added: April 9, 2020)] (Commission File No. [removed: 001-37867).](https://www.sec.gov/Archives/edgar/data/1571996/000119312519082281/d708174dex44.htm)] [added: 001-37867).](https://www.sec.gov/Archives/edgar/data/1571996/000119312520102602/d912603dex44.htm)] | | |

| [removed: [4.18](https://www.sec.gov/Archives/edgar/data/1571996/000119312520102602/d912603dex41.htm)] [added: [4.17](https://www.sec.gov/Archives/edgar/data/1571996/000119312520102602/d912603dex41.htm)] | | | | | | [Base Indenture, dated as of April 9, 2020, 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 and Notes Collateral Agent (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the Commission on April 9, 2020) (Commission File No. 001-37867).](https://www.sec.gov/Archives/edgar/data/1571996/000119312520102602/d912603dex41.htm) | | |

| [removed: [4.19](https://www.sec.gov/Archives/edgar/data/1571996/000119312520102602/d912603dex42.htm)] [added: [4.18](https://www.sec.gov/Archives/edgar/data/1571996/000119312520102602/d912603dex43.htm)] | | | | | | [removed: [2025] [added: [2027] Notes Supplemental Indenture No. 1, dated as of April 9, 2020, 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 and Notes Collateral Agent (incorporated by reference to Exhibit [removed: 4.2] [added: 4.3] to the Company’s Current Report on Form 8-K filed with the Commission on April 9, 2020) (Commission File No. [removed: 001-37867).](https://www.sec.gov/Archives/edgar/data/1571996/000119312520102602/d912603dex42.htm)] [added: 001-37867).](https://www.sec.gov/Archives/edgar/data/1571996/000119312520102602/d912603dex43.htm)] | | |

| [removed: [4.20](https://www.sec.gov/Archives/edgar/data/1571996/000119312520102602/d912603dex43.htm)] [added: [4.22](https://www.sec.gov/Archives/edgar/data/1571996/000119312521357927/d146295dex43.htm)] | | | | | | [removed: [2027] [added: [2051] Notes Supplemental Indenture No. 1, dated as of [removed: April 9, 2020,] [added: December 13, 2021,] 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 [removed: and Notes Collateral Agent] (incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed with the Commission on [removed: April 9, 2020)] [added: December 15, 2021)] (Commission File No. [removed: 001-37867).](https://www.sec.gov/Archives/edgar/data/1571996/000119312520102602/d912603dex43.htm)] [added: 001-37867).](https://www.sec.gov/Archives/edgar/data/1571996/000119312521357927/d146295dex43.htm)] | | |

| [removed: [4.21](https://www.sec.gov/Archives/edgar/data/1571996/000119312520102602/d912603dex44.htm)] [added: [4.21](https://www.sec.gov/Archives/edgar/data/1571996/000119312521357927/d146295dex42.htm)] | | | | | | [removed: [2030] [added: [2041] Notes Supplemental Indenture No. 1, dated as of [removed: April 9, 2020,] [added: December 13, 2021,] 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 [removed: and Notes Collateral Agent] (incorporated by reference to Exhibit [removed: 4.4] [added: 4.2] to the Company’s Current Report on Form 8-K filed with the Commission on [removed: April 9, 2020)] [added: December 15, 2021)] (Commission File No. [removed: 001-37867).](https://www.sec.gov/Archives/edgar/data/1571996/000119312520102602/d912603dex44.htm)] [added: 001-37867).](https://www.sec.gov/Archives/edgar/data/1571996/000119312521357927/d146295dex42.htm)] | | |

| [removed: [4.22](https://www.sec.gov/Archives/edgar/data/1571996/000119312521357927/d146295dex41.htm)] [added: [4.20](https://www.sec.gov/Archives/edgar/data/1571996/000119312521357927/d146295dex41.htm)] | | | | | | [Base Indenture, dated as of December 13, 2021, 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 December 15, 2021) (Commission File No. 001-37867).](https://www.sec.gov/Archives/edgar/data/1571996/000119312521357927/d146295dex41.htm) | | |

| [removed: [4.23](https://www.sec.gov/Archives/edgar/data/1571996/000119312521357927/d146295dex42.htm)] [added: [4.41](https://www.sec.gov/Archives/edgar/data/1571996/000119312524234446/d887607dex42.htm)] | | | | | | [removed: [2041] [added: [2035] Notes Supplemental Indenture No. 1, dated as of [removed: December 13, 2021,] [added: October 8, 2024,] 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 [removed: December 15, 2021)] [added: October 8, 2024)] (Commission File No. [removed: 001-37867).](https://www.sec.gov/Archives/edgar/data/1571996/000119312521357927/d146295dex42.htm)] [added: 001-37867).](https://www.sec.gov/Archives/edgar/data/1571996/000119312524234446/d887607dex42.htm)] | | |

| [removed: [4.24](https://www.sec.gov/Archives/edgar/data/1571996/000119312521357927/d146295dex43.htm)] [added: [4.38](https://www.sec.gov/Archives/edgar/data/1571996/000119312523014260/d453590dex43.htm)] | | | | | | [removed: [2051] [added: [2033] Notes Supplemental Indenture No. 1, dated as of [removed: December 13, 2021,] [added: January 24, 2023,] among Dell International [removed: L.L.C.,] [added: L.L.C](https://www.sec.gov/Archives/edgar/data/1571996/000119312523014260/d453590dex43.htm)[.](https://www.sec.gov/Archives/edgar/data/1571996/000119312523014260/d453590dex43.htm)[,] 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 [removed: December 15, 2021)] [added: January 24, 2023)] (Commission File No. [removed: 001-37867).](https://www.sec.gov/Archives/edgar/data/1571996/000119312521357927/d146295dex43.htm)] [added: 001-37867).](https://www.sec.gov/Archives/edgar/data/1571996/000119312523014260/d453590dex43.htm)] | | |

| [removed: [4.25](https://www.sec.gov/Archives/edgar/data/1571996/000119312521357927/d146295dex44.htm)] [added: [4.23](https://www.sec.gov/Archives/edgar/data/1571996/000119312521357927/d146295dex44.htm)] | | | | | | [Registration Rights Agreement, dated as of December 13, 2021, among Dell International L.L.C., EMC Corporation, the guarantors party thereto and BofA Securities, Inc., Barclays Capital Inc., Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC, J.P. Morgan Securities LLC and Wells Fargo Securities LLC, as the representatives for the initial [removed: purchasers. (incorporated] [added: purchasers](https://www.sec.gov/Archives/edgar/data/1571996/000119312521357927/d146295dex44.htm) [(incorporated] by reference to Exhibit 4.4 to the Company’s Current Report on Form 8-K filed with the Commission on December 15, 2021) (Commission File No. 001-37867).](https://www.sec.gov/Archives/edgar/data/1571996/000119312521357927/d146295dex44.htm) | | |

| [removed: [4.26](https://www.sec.gov/Archives/edgar/data/1571996/000119312521357927/d146295dex42.htm)] [added: [4.24](https://www.sec.gov/Archives/edgar/data/1571996/000119312521357927/d146295dex42.htm)] | | | | | | [Form of Global Note for 3.375% Senior Notes due 2041 (included in Exhibit [removed: 4.23).](https://www.sec.gov/Archives/edgar/data/1571996/000119312521357927/d146295dex42.htm)] [added: 4.2](https://www.sec.gov/Archives/edgar/data/1571996/000119312521357927/d146295dex42.htm)[1](https://www.sec.gov/Archives/edgar/data/1571996/000119312521357927/d146295dex42.htm)[).](https://www.sec.gov/Archives/edgar/data/1571996/000119312521357927/d146295dex42.htm)] | | |

| [removed: [4.27](https://www.sec.gov/Archives/edgar/data/1571996/000119312521357927/d146295dex43.htm)] [added: [4.25](https://www.sec.gov/Archives/edgar/data/1571996/000119312521357927/d146295dex43.htm)] | | | | | | [Form of Global Note for 3.450% Senior Notes due 2051 (included in Exhibit [removed: 4.24).](https://www.sec.gov/Archives/edgar/data/1571996/000119312521357927/d146295dex43.htm)] [added: 4.2](https://www.sec.gov/Archives/edgar/data/1571996/000119312521357927/d146295dex43.htm)[2](https://www.sec.gov/Archives/edgar/data/1571996/000119312521357927/d146295dex43.htm)[).](https://www.sec.gov/Archives/edgar/data/1571996/000119312521357927/d146295dex43.htm)] | | |

| [removed: [4.28](https://www.sec.gov/Archives/edgar/data/1571996/000119312518360943/d673794dex104.htm)] [added: [4.26](https://www.sec.gov/Archives/edgar/data/1571996/000119312518360943/d673794dex104.htm)] | | | | | | [Second Amended and Restated Registration Rights Agreement, dated as of December 25, 2018, by and [removed: among the Company,] [added: among](https://www.sec.gov/Archives/edgar/data/1571996/000119312518360943/d673794dex104.htm) [Dell Technologies Inc.](https://www.sec.gov/Archives/edgar/data/1571996/000119312518360943/d673794dex104.htm)[,] Michael S. Dell, Susan Lieberman Dell Separate Property Trust, MSDC Denali Investors, L.P., MSDC Denali EIV, LLC, Silver Lake Partners III, L.P., Silver Lake Technology Investors III, L.P., Silver Lake Partners IV, L.P., Silver Lake Technology Investors IV, L.P., SLP Denali Co-Invest, L.P., Venezio Investments Pte. Ltd. and the Management Stockholders party thereto (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed with the Commission on December 28, 2018) (Commission File No. 001-37867).](https://www.sec.gov/Archives/edgar/data/1571996/000119312518360943/d673794dex104.htm) | | |

| [removed: [4.29](https://www.sec.gov/Archives/edgar/data/1571996/000157199620000017/exhibit440fy20.htm)] [added: [4.27](https://www.sec.gov/Archives/edgar/data/1571996/000157199620000017/exhibit440fy20.htm)] | | | | | | [Amendment No. 1 to the Second Amended and Restated Registration Rights Agreement, dated as of May 27, 2019, among Dell Technologies Inc., Michael S. Dell, Susan Lieberman Dell Separate Property Trust, MSDC Denali Investors, L.P., MSDC Denali EIV, LLC, 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., SLP Denali Co-Invest, L.P. and Venezio Investments Pte. Ltd. (incorporated by reference to Exhibit 4.40 to the Company’s Annual Report on Form 10-K for the fiscal year ended January 31, 2020) (Commission File No. 001-37867).](https://www.sec.gov/Archives/edgar/data/1571996/000157199620000017/exhibit440fy20.htm) | | |

| [removed: [4.30](https://www.sec.gov/Archives/edgar/data/1571996/000157199620000034/exhibit49q1fy21.htm)] [added: [4.28](https://www.sec.gov/Archives/edgar/data/1571996/000157199620000034/exhibit49q1fy21.htm)] | | | | | | [Amendment No. 2 to the Second Amended and Restated Registration Rights Agreement, dated as of April 15, 2020, among Dell Technologies Inc., Michael S. Dell and Susan Lieberman Dell Separate Property Trust, 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 Venezio Investments Pte. Ltd. (incorporated by reference to Exhibit 4.9 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended May 1, 2020) (Commission File No. 001-37867).](https://www.sec.gov/Archives/edgar/data/1571996/000157199620000034/exhibit49q1fy21.htm) | | |

| [removed: [4.31](https://www.sec.gov/Archives/edgar/data/1571996/000157199620000051/exhibit41q3fy21.htm)] [added: [4.29](https://www.sec.gov/Archives/edgar/data/1571996/000157199620000051/exhibit41q3fy21.htm)] | | | | | | [Amendment No. 3 to the Second Amended and Restated Registration Rights Agreement, dated as of September 15, 2020, among Dell Technologies Inc., Michael S. Dell and Susan Lieberman Dell Separate Property Trust, 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 Venezio Investments Pte. Ltd. (incorporated by reference to Exhibit 4.1 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended October 30, 2020) (Commission File No. 001-37867).](https://www.sec.gov/Archives/edgar/data/1571996/000157199620000051/exhibit41q3fy21.htm) | | |

| [removed: [4.32](https://www.sec.gov/Archives/edgar/data/1571996/000157199623000007/exhibit436fy2310-k.htm)] [added: [4.30](https://www.sec.gov/Archives/edgar/data/1571996/000157199624000036/exhibit436fy2410-k.htm)] | | | | | | [Consent to the Extension of Registration Rights Under the Second Amended and Restated Registration Rights Agreement, dated [removed: January 18,] [added: December 13,] 2023, 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. (incorporated by reference to Exhibit 4.36 to the Company’s Annual Report on Form 10-K for the fiscal year ended February [removed: 3, 2023)] [added: 2, 2024)] (Commission File No. [removed: 001-37867).](https://www.sec.gov/Archives/edgar/data/1571996/000157199623000007/exhibit436fy2310-k.htm)] [added: 001-37867).](https://www.sec.gov/Archives/edgar/data/1571996/000157199624000036/exhibit436fy2410-k.htm)] | | |

| [removed: [4.33](https://www.sec.gov/Archives/edgar/data/1571996/000157199623000019/exhibit41q1fy24.htm)] [added: [4.31](https://www.sec.gov/Archives/edgar/data/1571996/000157199624000062/exhibit41q1fy25.htm)] | | | | | | [Consent to the Extension of Registration Rights Under the Second Amended and Restated Registration Rights Agreement, dated March [removed: 30, 2023,] [added: 25, 2024,] 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. (incorporated by reference to Exhibit 4.1 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended May [removed: 5, 2023)] [added: 3, 2024)] (Commission File No. [removed: 001-37867).](https://www.sec.gov/Archives/edgar/data/1571996/000157199623000019/exhibit41q1fy24.htm)] [added: 001-37867).](https://www.sec.gov/Archives/edgar/data/1571996/000157199624000062/exhibit41q1fy25.htm)] | | |

| [removed: [4.34](https://www.sec.gov/Archives/edgar/data/1571996/000157199623000032/exhibit41q2fy24.htm)] [added: [4.33](https://www.sec.gov/Archives/edgar/data/1571996/000157199624000090/exhibit41q2fy25.htm)] | | | | | | [Consent to the Extension of Registration Rights Under the Second Amended and Restated Registration Rights Agreement, dated June [removed: 5, 2023,] [added: 24, 2024,] 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. (incorporated by reference to Exhibit 4.1 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended August [removed: 4, 2023)] [added: 2, 2024)] (Commission File No. [removed: 001-37867).](https://www.sec.gov/Archives/edgar/data/1571996/000157199623000032/exhibit41q2fy24.htm)] [added: 001-37867).](https://www.sec.gov/Archives/edgar/data/1571996/000157199624000090/exhibit41q2fy25.htm)] | | |

| [removed: [4.35](https://www.sec.gov/Archives/edgar/data/1571996/000157199623000046/exhibit41q3fy24.htm)] [added: [4.34](https://www.sec.gov/Archives/edgar/data/1571996/000157199624000143/exhibit41q3fy25.htm)] | | | | | | [Consent to the Extension of Registration Rights Under the Second Amended and Restated Registration Rights Agreement, dated September [removed: 11, 2023,] [added: 12, 2024,] 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. (incorporated by reference to Exhibit 4.1 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended November [removed: 3, 2023)] [added: 1, 2024)] (Commission File No. [removed: 001-37867).](https://www.sec.gov/Archives/edgar/data/1571996/000157199623000046/exhibit41q3fy24.htm)] [added: 001-37867).](https://www.sec.gov/Archives/edgar/data/1571996/000157199624000143/exhibit41q3fy25.htm)] | | |

| [removed: [4.36†](https://www.sec.gov/Archives/edgar/data/1571996/000157199624000036/exhibit436fy2410-k.htm)] [added: [4.35](https://www.sec.gov/Archives/edgar/data/1571996/000157199625000034/exhibit435fy2510-k.htm)[†](https://www.sec.gov/Archives/edgar/data/1571996/000157199625000034/exhibit435fy2510-k.htm)] | | | | | | [Consent to the Extension of Registration Rights Under the Second Amended and Restated Registration Rights Agreement, dated December [removed: 13, 2023,] [added: 5, 2024,] 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, [removed: L.P.](https://www.sec.gov/Archives/edgar/data/1571996/000157199624000036/exhibit436fy2410-k.htm)] [added: L.P.](https://www.sec.gov/Archives/edgar/data/1571996/000157199625000034/exhibit435fy2510-k.htm)] | | |

| [removed: [4.37](https://www.sec.gov/Archives/edgar/data/1571996/000119312523014260/d453590dex41.htm)] [added: [4.36](https://www.sec.gov/Archives/edgar/data/1571996/000119312523014260/d453590dex41.htm)] | | | | | | [Base Indenture, dated as of January 24, 2023, among Dell International [removed: L.L.C,] [added: L.L.C](https://www.sec.gov/Archives/edgar/data/1571996/000119312523014260/d453590dex41.htm)[.](https://www.sec.gov/Archives/edgar/data/1571996/000119312523014260/d453590dex41.htm)[,] 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 January 24, 2023) (Commission File No. 001-37867).](https://www.sec.gov/Archives/edgar/data/1571996/000119312523014260/d453590dex41.htm) | | |

| [removed: [4.38](https://www.sec.gov/Archives/edgar/data/1571996/000119312523014260/d453590dex42.htm)] [added: [4.37](https://www.sec.gov/Archives/edgar/data/1571996/000119312523014260/d453590dex42.htm)] | | | | | | [2028 Notes Supplemental Indenture No. 1, dated as of January 24, 2023, among Dell International [removed: L.L.C,] [added: L.L.C](https://www.sec.gov/Archives/edgar/data/1571996/000119312523014260/d453590dex42.htm)[.](https://www.sec.gov/Archives/edgar/data/1571996/000119312523014260/d453590dex42.htm)[,] 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 January 24, 2023) (Commission File No. 001-37867).](https://www.sec.gov/Archives/edgar/data/1571996/000119312523014260/d453590dex42.htm) | | |

| [removed: [4.39](https://www.sec.gov/Archives/edgar/data/1571996/000119312523014260/d453590dex43.htm)] [added: [4.39](https://www.sec.gov/Archives/edgar/data/1571996/000119312524070193/d772920dex41.htm)] | | | | | | [removed: [2033] [added: [2034] Notes Supplemental Indenture No. 1, dated as of [removed: January 24, 2023,] [added: March 18, 2024,] among Dell International [removed: L.L.C,] [added: 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 [removed: 4.3] [added: 4.1] to the Company’s Current Report on Form 8-K filed with the Commission on [removed: January 24, 2023)] [added: March 18, 2024)] (Commission File No. [removed: 001-37867).](https://www.sec.gov/Archives/edgar/data/1571996/000119312523014260/d453590dex43.htm)] [added: 001-37867).](https://www.sec.gov/Archives/edgar/data/1571996/000119312524070193/d772920dex41.htm)] | | |

| [removed: [4.40](https://www.sec.gov/Archives/edgar/data/1571996/000119312523014260/d453590dex42.htm)] [added: [4.42](https://www.sec.gov/Archives/edgar/data/1571996/000119312523014260/d453590dex42.htm)] | | | | | | [Form of Global Note for 5.250% Senior Notes due 2028 (included in Exhibit [removed: 4.38).](https://www.sec.gov/Archives/edgar/data/1571996/000119312523014260/d453590dex42.htm)] [added: 4.3](https://www.sec.gov/Archives/edgar/data/1571996/000119312523014260/d453590dex42.htm)[7](https://www.sec.gov/Archives/edgar/data/1571996/000119312523014260/d453590dex42.htm)[).](https://www.sec.gov/Archives/edgar/data/1571996/000119312523014260/d453590dex42.htm)] | | |

| [removed: [4.41](https://www.sec.gov/Archives/edgar/data/1571996/000119312523014260/d453590dex43.htm)] [added: [4.43](https://www.sec.gov/Archives/edgar/data/1571996/000119312523014260/d453590dex43.htm)] | | | | | | [Form of Global Note for 5.750% Senior Notes due 2033 (included in Exhibit [removed: 4.39).](https://www.sec.gov/Archives/edgar/data/1571996/000119312523014260/d453590dex43.htm)] [added: 4.](https://www.sec.gov/Archives/edgar/data/1571996/000119312523014260/d453590dex43.htm)[38](https://www.sec.gov/Archives/edgar/data/1571996/000119312523014260/d453590dex43.htm)[).](https://www.sec.gov/Archives/edgar/data/1571996/000119312523014260/d453590dex43.htm)] | | |

| [removed: [4.42](https://www.sec.gov/Archives/edgar/data/1571996/000157199623000007/exhibit442fy2310-k.htm)] [added: [4.47](https://www.sec.gov/Archives/edgar/data/1571996/000157199623000007/exhibit442fy2310-k.htm)] | | | | | | [Amended and Restated Description of Common Stock (incorporated by reference to Exhibit 4.42 to the Company’s Annual Report on Form 10-K for the fiscal year ended February 3, 2023) (Commission File No. 001-37867).](https://www.sec.gov/Archives/edgar/data/1571996/000157199623000007/exhibit442fy2310-k.htm) | | |

| [10.3*](https://www.sec.gov/Archives/edgar/data/1571996/000119312516537298/d73946dex107.htm) | | | | | | [Employment Agreement, dated October 29, 2013, by and among Dell [removed: Inc., the Company and] [added: Inc.,](https://www.sec.gov/Archives/edgar/data/1571996/000119312516537298/d73946dex107.htm) [Denali Holding, Inc.](https://www.sec.gov/Archives/edgar/data/1571996/000119312516537298/d73946dex107.htm) [and] Michael S. Dell (incorporated by reference to Exhibit 10.7 to Amendment No. 3 to the Company’s 2016 Form S-4 filed with the Commission on April 11, 2016) (Registration No. 333-208524).](https://www.sec.gov/Archives/edgar/data/1571996/000119312516537298/d73946dex107.htm) | | |

| [removed: [10.7](https://www.sec.gov/Archives/edgar/data/1124610/000112461018000012/vmw-222018x10kex101.htm)] [added: [10.](https://www.sec.gov/Archives/edgar/data/1571996/000157199617000004/exhibit1041_020317.htm)[9](https://www.sec.gov/Archives/edgar/data/1571996/000157199617000004/exhibit1041_020317.htm)[*](https://www.sec.gov/Archives/edgar/data/1571996/000157199617000004/exhibit1041_020317.htm)] | | | | | | [removed: [Amended and Restated Master Transaction Agreement among] [added: [Form of] EMC [removed: Corporation, Dell Technologies Inc.] [added: Corporation Deferred Compensation Retirement Plan, as amended] and [removed: VMware, Inc. dated] [added: restated, effective as of] January [removed: 9, 2018] [added: 1, 2016] (incorporated by reference to Exhibit [removed: 10.1] [added: 10.41] to [removed: VMware, Inc.’s] [added: the Company’s] Annual Report on Form 10-K for the fiscal year ended February [removed: 2, 2018)] [added: 3, 2017)] (Commission File No. [removed: 001-33622).](https://www.sec.gov/Archives/edgar/data/1124610/000112461018000012/vmw-222018x10kex101.htm)] [added: 001-37867).](https://www.sec.gov/Archives/edgar/data/1571996/000157199617000004/exhibit1041_020317.htm)] | | |