Dell Technologies 10-K 2026-01-30
Filed 2026-03-16. 24 sections, 670K characters. Original on sec.gov · Markdown · JSON
Cover and table of contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K
| (Mark One) | ||||||||||||||
| ☑ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||||||||||
| For the fiscal year ended | January 30, 2026 | |||||||||||||
| or | ||||||||||||||
| ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||||||||||
| For the transition period from to |
Commission file number: 001-37867
Dell Technologies Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 80-0890963 | |||||||
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
One Dell Way, Round Rock, Texas 78682
(Address of principal executive offices) (Zip Code)
1-800-289-3355
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
| Class C Common Stock, par value of $0.01 per share | DELL | New York Stock Exchange |
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes þ No ¨
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No þ
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No ¨
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes þ No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☑ | Accelerated filer | ☐ | ||||||||||||||
| Non-accelerated filer | ☐ | Smaller reporting company | ☐ | ||||||||||||||
| Emerging growth company | ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☑
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No þ
As of August 1, 2025, 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 $39.2 billion (based on the closing price of $127.32 per share of Class C Common Stock reported on the New York Stock Exchange on that date).
As of March 9, 2026, there were 645,748,451 shares of the registrant’s common stock outstanding, consisting of 318,358,135 outstanding shares of Class C Common Stock, 276,744,341 outstanding shares of Class A Common Stock, and 50,645,975 outstanding shares of Class B Common Stock.
DOCUMENTS INCORPORATED BY REFERENCE
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 2026. The proxy statement will be filed with the Securities and Exchange Commission within 120 days after the end of the fiscal year to which this report relates.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This report contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934 (the “Exchange Act”). The words “may,” “will,” “anticipate,” “estimate,” “expect,” “intend,” “plan,” “aim,” “seek,” and similar expressions as they relate to us or our management are intended to identify these forward-looking statements. All statements by us regarding our expected financial position, revenues, cash flows and other operating results, business strategy, legal proceedings, and similar matters are forward-looking statements. Our expectations expressed or implied in these forward-looking statements may turn out not to be correct. Our results could be materially different from our expectations because of various risks, including the risks discussed in “Part I — Item 1A — Risk Factors” and in our other periodic and current reports filed with the Securities and Exchange Commission (“SEC”). Any forward-looking statement speaks only as of the date as of which such statement is made, and, except as required by law, we undertake no obligation to update any forward-looking statement after the date as of which such statement was made, whether to reflect changes in circumstances or our expectations, the occurrence of unanticipated events, or otherwise.
DELL TECHNOLOGIES INC.
TABLE OF CONTENTS
PART I — FINANCIAL INFORMATION
Unless the context indicates otherwise, references in this report to “we,” “us,” “our,” the “Company,” and “Dell Technologies” mean Dell Technologies Inc. and its consolidated subsidiaries.
Our fiscal year is the 52- or 53-week period ending on the Friday nearest January 31. We refer to our fiscal years ended January 30, 2026, January 31, 2025, and February 2, 2024 as “Fiscal 2026,” “Fiscal 2025,” and “Fiscal 2024,” respectively. Fiscal 2026, Fiscal 2025, and Fiscal 2024 each included 52 weeks.
Item 1. BUSINESS
Company Overview
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. With our extensive portfolio and commitment to innovation, we design, deploy, and support secure, integrated solutions that extend from the edge to the core to the cloud. We deliver AI-optimized, software-defined, and cloud native infrastructure solutions across a broad partner ecosystem to help customers address evolving information technology (“IT”) needs, drive outcomes, and capture growth as customer spending priorities evolve.
Dell Technologies operates globally in over 170 countries, supported by a world-class organization across key functional areas, including technology and product development, marketing, sales, services, and financing. We have a number of operational advantages that provide a critical foundation for our success. We provide leading end-to-end solutions across our portfolio of products and services. Our go-to-market operations include an extensive direct sales force, with the ability to build deep customer relationships, and a global network of channel partners. Our global services footprint consists of service and support professionals and vendor-managed service centers that support customers across the world. Our world-class supply chain 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 solutions, including utility, subscription, as-a-Service, leases, loans, and immediate pay models. These options allow our customers to pay upfront or over time, providing them with operational and financial flexibility.
Our Vision and Strategy
Our vision is to become the most essential technology partner. We help customers address their IT needs and digital transformation objectives as they embrace today’s changing technology landscape. We intend to realize our vision by executing our strategy of leveraging our strengths to extend our leadership positions and capture new growth.
We believe we are uniquely positioned in our industry and that our results will continue to benefit from our operational advantages, which position our Company for long-term growth and value creation while keeping our purpose at the forefront of our decision-making: to create technologies that drive human progress.
Technology is rapidly evolving with demand for simple and holistic solutions as companies navigate an increasingly complex IT environment. To meet our customers’ needs, we invest in research and development, sales, and other key areas of our business to deliver superior products and solutions capabilities and to drive sustainable long-term growth.
The impacts of technological advancement and data expansion continue to be a force for progress as artificial intelligence and generative AI have become the next wave of technological innovation. Through each wave of technological progress, we look to advance our capabilities to change the way we work and make decisions, improve business outcomes and the customer experience, and reduce costs by leveraging new technology to optimize business processes. We believe our unique operating advantages, our leadership, and our way of doing business provide a foundation to foster growth, drive efficiencies, and capitalize on each successive wave of innovation in a dynamic industry.
Products and Services
We design, develop, manufacture, market, sell, and support a wide range of comprehensive and integrated solutions, products, and services. We are organized into two business units which are also our reportable segments: Infrastructure Solutions Group and Client Solutions Group.
Infrastructure Solutions Group (“ISG”) — ISG enables our customers’ digital transformations with solutions that address AI, machine learning, data analytics, and multicloud environments. We provide a comprehensive portfolio of advanced infrastructure solutions designed to help customers simplify, streamline, and automate IT operations. ISG solutions are built for multicloud environments and are optimized to run workloads in both public and private clouds, as well as on-premises. ISG also offers software, peripherals, and services, including consulting, configuration, and support and deployment. Given the scale and growth of our AI-optimized servers business, effective in the fourth quarter of Fiscal 2026, we disaggregated our servers and networking offerings within revenue by major product category into AI-optimized servers offerings and traditional servers and networking offerings. As a result, our major product categories within ISG are our AI-optimized servers offerings, traditional servers and networking offerings, and storage offerings.
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AI-optimized servers — We offer a specialized portfolio of AI-optimized servers designed to handle the most demanding compute-intensive workloads, including AI model training, fine-tuning, and inferencing.
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Traditional servers and networking — Our traditional servers portfolio provides the trusted foundation for modern IT environments, supporting a wide range of general-purpose and mission-critical workloads. Our networking portfolio helps our business customers transform and modernize their infrastructure, complementing our storage and AI-optimized and traditional servers offerings.
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Storage — Our comprehensive storage portfolio includes modern and traditional storage solutions that span primary, unstructured, and data protection offerings that are delivered through multiple architectures, including all-flash, purpose-built, software-defined, and hyper-converged infrastructure platforms.
Approximately 65% 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 personal computers (“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 customers and include on-device AI for greater end-user creativity and productivity. CSG also includes services offerings, such as configuration, support and deployment, and extended warranties. Our major product categories within CSG are our commercial offerings and consumer offerings.
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Commercial — Our commercial portfolio provides customers with solutions centered on flexibility to address their complex needs such as IT modernization, hybrid work transformation, and other critical areas.
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Consumer — Our consumer portfolio provides customers with solutions ranging from essential computing, connectivity, and productivity needs of the everyday user to powerful performance, processing, and end-user experiences in high-end consumer and gaming offerings.
Approximately 60% of CSG revenue is generated by sales to customers in the Americas, with the remaining portion derived from sales to customers in EMEA and APJ.
Our other businesses primarily consist of our historical resale of standalone offerings of VMware LLC (formerly VMware, Inc. and individually and together with its subsidiaries, “VMware”), referred to as “VMware Resale,” and offerings of SecureWorks Corp. (“Secureworks”) through the date of the sale of Secureworks as discussed below. These businesses are divested businesses or their offerings are no longer actively sold, and are not classified as reportable segments, either individually or collectively. Their operating results are reported within Corporate and other.
- VMware Resale includes our sale of standalone VMware offerings. On November 22, 2023, VMware was acquired by Broadcom Inc. (“Broadcom”), and subsequently announced changes to its go-to-market approach for VMware offerings that impacted our commercial relationship with VMware. On March 25, 2024, we terminated our Commercial Framework Agreement with VMware, whereby we acted as a distributor of VMware standalone products and services. We no longer act as a distributor of such products and services, although we 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 our VxRail solution for end-user customers. The results for this integrated offering are reflected within ISG. See Note 19 of the Notes to the Consolidated Financial Statements included in this report for more information regarding the impact of Broadcom’s acquisition of VMware.
*•*Secureworks is a global cybersecurity provider of technology-driven security solutions that enable organizations of varying size and complexity to prevent security breaches, detect malicious activity, respond rapidly when a security breach occurs, and identify emerging threats. On February 3, 2025, Secureworks was acquired by Sophos Inc., an affiliate of Thoma Bravo, L.P.
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 18 of the Notes to the Consolidated Financial Statements included in this report.
Dell Payment Solutions
Our customers seek choice in how they acquire our solutions and look to remove cost and complexity, align offerings with their business needs, and provide consistent, high-quality operations throughout their IT enterprise. 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.
We offer our customers choices that include utility, subscription, as-a-Service, leases, loans and immediate pay models designed to match customers’ consumption and financing preferences. We believe these options provide operational and financial flexibility and strengthen our customer relationships. Additionally, these offerings typically result in multiyear agreements which generate recurring revenue streams over the term of the arrangement. We expect that these offerings will provide a foundation for growth in recurring revenue. We define recurring revenue as revenue recognized that is primarily related to hardware and software maintenance as well as operating leases, subscription, as-a-Service, and usage-based offerings.
To support financing solutions and services 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 $11.9 billion of originations in Fiscal 2026 and as of January 30, 2026 maintains a $14.3 billion global portfolio of financing receivables with a strong credit quality. The results of these operations are allocated to our segments based on the underlying product or service financed and may be impacted by, among other factors, changes in the interest rate environment and the translation of those changes to pricing. For additional information about our financing arrangements, see Note 5 of the Notes to the Consolidated Financial Statements included in this report.
Research and Development
We focus on developing innovative solutions that incorporate desirable features and capabilities at competitive prices. We employ a collaborative approach to design and development in which our engineers, with direct customer input, design solutions and work with a global network of technology partners to architect new system designs, influence the direction of future development, and integrate new technologies into our products and solutions. We strive to deliver new and relevant products to the market quickly and efficiently.
Our software engineers are focused on developing the next generation of innovative solutions. Our embedded software simplifies the complex through automation, increasingly leveraging artificial intelligence and machine-learning technology. Most of our research and development (“R&D”) expenditures represent costs to develop the software that powers these solutions.
We manage our R&D expenses by concentrating on solutions that we believe are most valuable to our customers and by leveraging the capabilities of our strategic partnerships. We have a global R&D presence, with total R&D expenses of $3.1 billion for both Fiscal 2026 and Fiscal 2025 and $2.8 billion for Fiscal 2024. These investments reflect our commitment to innovation that aims to create the right solutions to help our customers build their digital future and transform their businesses.
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 business and that will complement our existing portfolio of solutions. We target investments in areas 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. The technologies or products these companies have under development are typically in the early stages and may never have commercial value, which could result in a loss of a substantial part of our investment in the companies.
We held strategic investments in non-marketable securities of $1.6 billion and $1.5 billion as of January 30, 2026 and January 31, 2025, respectively. See Note 4 of the Notes to the Consolidated Financial Statements included in this report for additional information.
In addition to these investments, we may also make targeted acquisitions of businesses that advance our strategic objectives and accelerate our innovation agenda.
Manufacturing and Materials
We own manufacturing facilities located in the United States, Malaysia, China, Brazil, India, Poland, and Ireland. See “Item 2 — Properties” for information about our manufacturing and distribution facilities.
We also utilize contract manufacturers throughout the world to manufacture or assemble our products under the Dell Technologies brand to provide operational flexibility, achieve cost efficiencies, deliver products faster, better serve our customers, and enhance our supply chain. When using contract manufacturers, we purchase components from suppliers and subsequently sell those components to the manufacturer. Our manufacturing process consists of assembly, software installation, functional testing, and quality control. We conduct operations utilizing a formal, documented quality management system to ensure that our products and services satisfy customer needs and expectations. Testing and quality control are also applied to components, parts, sub-assemblies, and systems obtained from third-party suppliers.
Our quality management system is maintained through the testing of components, sub-assemblies, software, and systems at various stages in the manufacturing process. Quality control procedures also include a burn-in period for completed units after assembly, ongoing production reliability audits, failure tracking for early identification of production and component problems, and processing of information from customers obtained through services and support programs. This system is certified to the ISO 9001 International Standard that includes our global sites and organizations that design, manufacture, and service our products.
Our order fulfillment, manufacturing, and test facilities are also certified to the ISO 9001 International Standard for quality management systems, the ISO 14001 International Standard for environmental management systems, the ISO 45001 International Standard for health and safety management systems, and the ISO 50001 International Standard for energy management systems. These internationally-recognized endorsements of ongoing quality, environmental, health and safety, and energy management are among the highest levels of certifications available. We also have implemented programs and methodologies to ensure that the quality of our designs, manufacturing, test processes, and supplier relationships are continually improved. Additionally, we maintain a Supplier Code of Conduct and actively manage recycling processes for our returned products.
We purchase materials, supplies, product components, and products from a large number of qualified suppliers. In some cases, where multiple sources of supply are not available, we rely on a single source or a limited number of sources of supply if we believe it is advantageous to do so because of performance, quality, support, delivery, capacity, or price considerations. We believe that any disruption that may occur because of our dependence on single- or limited-source vendors would not disproportionately disadvantage us relative to our competitors. See “Item 1A — Risk Factors — Risks Relating to Our Business and Our Industry — Our use of single-source or limited-source suppliers may adversely 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.
Product Backlog
Product backlog represents the value of unfulfilled manufacturing orders and is included as a component of remaining performance obligations to the extent we determine that the manufacturing orders are non-cancelable. Our world-class supply chain operates at significant scale and provides us with the ability to remain agile in a variety of environments. While our supply chain operated efficiently at standard lead times, during both Fiscal 2025 and Fiscal 2026, increasing demand for our AI-optimized servers offerings continued to drive backlog growth. Given the scale of the AI opportunities, the varying stages of customer readiness, and the frequency of component part updates or transitions, there is inherent non-linearity in the timing of demand and subsequent shipments for our AI-optimized servers offerings. Additionally, during Fiscal 2026, demand for our traditional servers and networking offerings outpaced supply, resulting in incremental backlog growth as we exited the year.
Geographic Operations
Our corporate headquarters is located in Round Rock, Texas. We have operations and conduct business in many countries located in the Americas, Europe, the Middle East, Asia, and other geographic regions. Accordingly, we pursue the development of technology solutions that meet the needs of these markets. 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 18 of the Notes to the Consolidated Financial Statements included in this report.
Seasonality
Our sales can be affected by seasonal trends. Within ISG, our storage sales are typically stronger in our fourth fiscal quarter. Our sales within the Americas are typically stronger in the second and fourth fiscal quarters, while our sales in EMEA are typically stronger during the fourth fiscal quarter. Historical seasonal patterns have been impacted by the changing macroeconomic environment and our mix of business, and may not continue in the future.
Competition
We operate in an industry in which there are rapid technological advances in hardware, software, and services offerings, including AI, cloud, and security-related offerings. We face ongoing product and price competition in all areas of our business from both branded and generic competitors, including companies that specialize in one or more of our product or service lines. Our competitive advantages — including our end-to-end solutions portfolio, go-to-market capabilities, supply chain, and global services — enable us to compete by providing customers competitive, scalable, and integrated solutions that provide the most current and desired product and services features at a competitive price. We closely monitor market pricing, including the effect of foreign exchange rate movements, in an effort to provide the best value for our customers. We also closely monitor changing demand to keep pace with the demands of current and prospective customers. We believe that our strong relationships with our customers, channel partners, and suppliers allow us to respond quickly to changing customer needs and other macroeconomic factors.
We also face competition from non-traditional IT companies, including large Infrastructure-as-a-Service providers, that often buy their infrastructure directly from original design manufacturers. Competitive pressures could increase if customers choose to move existing workloads to these providers.
The markets in which we compete span countries around the world with customers that range from the world’s largest corporations to small and medium-sized businesses to consumers and also include government and not-for-profit organizations. We believe that new businesses will continue to enter these markets and develop technologies that, if successfully commercialized, may compete with our products and services. Moreover, current competitors may enter into new strategic relationships with new or existing competitors, which may further increase competitive pressures. See “Item 1A — Risk Factors — Risks Relating to Our Business and Our Industry” for information about our competitive risks.
Sales and Marketing
Our sales and marketing efforts are organized around our customers. Our global sales and marketing team has created a go-to-market model that is collaborative and customer-focused. We generally organize our go-to-market operations with a focus on geographic and customer segments that encompass large global and national enterprises, governmental agencies and other public institutions, educational institutions, healthcare organizations, small and medium-sized businesses, and consumers.
Go-to-market strategy — We sell products and services directly to customers and through other sales channels, which include value-added resellers, system integrators, distributors, and retailers. We manage our direct sales team and channel partners to offer a unified customer experience.
We believe our direct sales channel is a significant competitive advantage and emphasizes direct communication with customers, allowing us to refine our products and marketing programs while providing insight to better navigate through supply chain challenges and complexity.
In addition to our direct sales channel, we use our network of channel partners to sell our products and services, enabling us to efficiently reach and serve a greater number of customers. The Dell Technologies partner program provides partners with appropriate incentives to encourage sales generation. We also facilitate access to third-party financing to help our channel partners manage their working capital. We believe that building long-term relationships with our channel partners enhances our ability to deliver a high-quality customer experience. During Fiscal 2026, our other sales channels generated approximately 40% of our net revenue.
Large enterprises and public institutions — We maintain a field sales force across the world to serve our largest customers, including large enterprises and public institutions. Dedicated account teams, which include technical sales specialists, form long-term relationships with and support our largest customers, develop tailored solutions to meet their needs, position the capabilities of Dell Technologies, and provide us with customer feedback. For these customers, we offer several programs designed to provide single points of contact and accountability with dedicated account managers, special pricing, and consistent service and support programs. 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. To react quickly to our customers’ needs, we track our Net Promoter Score, a customer loyalty metric that is widely used across various industries. Net Promoter Score is a trademark of Satmetrix Systems, Inc., Bain & Company, Inc., and Fred Reichheld. We also engage with customers through social media.
Patents, Trademarks, and Licenses
As of January 30, 2026, we held a worldwide portfolio of 25,859 granted patents and 8,189 pending patent applications. We continue to obtain new patents through our ongoing research and development activities. The inventions claimed in our patents and patent applications cover aspects of our current and possible future offerings, computer systems, software products, manufacturing processes, and related technologies. We also hold licenses to use numerous third-party patents. Although we use our patented inventions and license some of them to others, we are not substantially dependent on any single patent or group of related patents. Our product and process patents may establish barriers to entry, and we anticipate that our worldwide patent portfolio will continue to be of value in negotiating intellectual property rights with others in the industry.
We have used, registered, or applied to register certain trademarks and copyrights in the United States and in other countries. We believe that the Dell Technologies, DELL, and Alienware word marks and logo marks in the United States are material to our operations.
We have entered into software licensing agreements with other companies. We also license certain technologies and intellectual property from third parties for use in our offerings and processes, and license some of our technologies and intellectual property to third parties.
Government Regulation
Our business is subject to regulation by various U.S. federal and state governmental agencies and other governmental agencies. Such regulation includes the activities of the U.S. Federal Communications Commission; the anti-trust regulatory activities of the U.S. Federal Trade Commission, the U.S. Department of Justice, and the European Union; the consumer protection laws and financial services regulation of the U.S. Federal Trade Commission and various U.S. governmental agencies; the export regulatory activities of the U.S. Department of Commerce and the U.S. Department of the Treasury; the import regulatory activities of the U.S. Customs and Border Protection; the product safety regulatory activities of the U.S. Consumer Product Safety Commission and the U.S. Department of Transportation; the health information privacy and security requirements of the U.S. Department of Health and Human Services; and the environmental, employment and labor, and other regulatory activities of a variety of governmental authorities in each of the countries in which we conduct business.
Our operations are subject to a variety of environmental, performance, and safety regulations in all aspects of our operations. Product design and procurement operations must comply with requirements relating to materials composition, sourcing, radiated emissions, energy efficiency and collection, recycling, treatment, transportation, and disposal of electronics products, including restrictions on mercury, lead, cadmium, lithium metal, lithium ion, and other substances. Our operations may also become subject to new or emergent standards relating to climate change laws and regulations. The amount and timing of costs under environmental and safety laws are difficult to predict. We were not assessed any material environmental fines, nor did we have any material environmental remediation or other environmental costs, during Fiscal 2026.
We and our subsidiaries are subject to various anti-corruption laws that prohibit improper payments or offers of payments to foreign governments and their officials for the purpose of obtaining or retaining business, and are also subject to export controls, customs regulations, economic sanctions laws, and embargoes imposed by the U.S. government. Violations of the U.S. Foreign Corrupt Practices Act or other anti-corruption laws or export controls, customs regulations, or economic sanctions laws may result in severe criminal or civil sanctions and penalties.
We are subject to provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act intended to improve transparency and accountability concerning the supply of minerals originating from the conflict zones of the Democratic Republic of the Congo or adjoining countries. We incur costs to comply with the disclosure requirements of this law and other costs relating to the sourcing and availability of minerals used in our products.
Corporate Impact Activities
At Dell Technologies, we are committed to driving human progress by putting our technology and expertise to work where we believe it can do the most good for both people and the planet. Our commitments span the environment, our own workforce, and all of the people in our value chain. We recognize that all of our stakeholders — shareholders, customers, suppliers, employees, and communities — are essential to our business.
Environment
We embed circularity principles throughout our value chain. By integrating sustainable practices with suppliers, customers, and other stakeholders, we advance a circular economy that improves resource efficiency and environmental benefits, reinforcing our commitment to sustainability.
We are committed to understanding the impact our business has on the environment. We are taking action to mitigate climate-related risks, 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-related risks by managing greenhouse gas emissions across our operations, supply chain, and product lifecycle.
Human Capital Management
We are a talented team with unique perspectives united in our purpose, strategy, and culture. Our goal is to ensure that all employees feel valued, engaged, and inspired to do their best work. We aim to attract, develop, and retain a top-talent workforce through our inclusive culture, training and development offerings, and competitive and comprehensive benefits that include health and wellness resources. We believe the success of our commitment is demonstrated through our consistent market recognition as a best-in-class employer.
As of January 30, 2026, we had approximately 97,000 employees. Throughout Fiscal 2026, we remained committed to disciplined cost management in coordination with our ongoing business modernization initiatives and continued to take certain measures to reduce costs, including employee reorganizations, limitation of external hiring, and other actions to align our investments with our announced strategic and customer priorities. These actions resulted in a continued reduction in our overall headcount. Despite these difficult decisions, we continue focused efforts to empower our employees and attract, develop, and retain talent.
We seek to support our culture in the following key focus areas:
Equal Employment Opportunity — We are committed to equal employment opportunity and maintaining an inclusive culture that gives all Dell Technologies employees an opportunity to thrive and succeed.
Achievement Through Learning, Development, and Competitive Compensation and Rewards — We provide competitive compensation aligned with consistent practices to attract, retain, and motivate top talent and to recognize the critical skills essential to our success. Our programs reward performance as well as the behaviors and capabilities that enable it. Through transparent, data-informed approaches, we build trust and align compensation with the priorities of our people and our business.
We provide centralized programs to support employees’ career growth and development. We offer formal training options, individualized development programs, tools for 360-degree feedback, mentoring, networking, stretch assignments, and growth opportunities. Our tools and resources are designed to empower and inspire employees to direct their own career paths and build a portfolio of transferable skills for success in the technology industry. Our career development supports employee growth by providing personalized development suggestions, such as mentorship and internal opportunities, that align with their skills and development goals. We are committed to building a leadership pipeline with a broad spectrum of skills, including the ability to act with integrity and inspire others.
Balance and Wellness — We offer our employees comprehensive benefits programs designed to support their physical, mental, emotional, and financial well-being while reinforcing a healthy work-life balance. While a number of our programs are global, many benefits align with local requirements and market relevancy. All enable an elevated health and wellness experience and include virtual live and on-demand educational sessions, counseling and support services, fitness and wellness challenges, voluntary progress tracking, and other incentives.
Connection and Engagement — We believe employee feedback is an important part of our culture and a key strategy to foster connection and engagement. For example, through our annual Tell Dell survey, employees can confidentially voice their perceptions of our company, strategy, leadership, and culture so we can continue to improve the employee experience. We promote further employee connection and engagement through a variety of initiatives, including, among others, our broader team member listening strategy and our Employee Resource Groups. We have 13 unique Employee Resource Groups, which are open to all team members, that foster connection, engagement, and community involvement.
Supply Chain Resources
We manage our responsible business practices in one of the world’s largest supply chains, which involves hundreds of thousands of people around the world. Driving responsible manufacturing through robust assurance practices, including human rights due diligence and environmental stewardship, is fundamental to achieving our purpose of creating technologies that drive human progress, as well as building trust, driving innovation, and operating responsibly.
Dell Technologies works to ensure that we and our suppliers manufacture our products responsibly. We seek to monitor factories’ adherence to the Responsible Business Alliance (“RBA”) Code of Conduct using third-party audits. Our specialists work closely with suppliers to help identify the root causes of any concerns identified during audits and drive improvement. To proactively address risks, we provide resources to suppliers for skills building in areas such as forced labor and health and safety. By systematically assessing risks and adverse impacts, engaging directly with suppliers, and building workers’ capabilities in our supply chain, we strive for accountability, transparency, and continuous improvement for ourselves and our business partners.
Information about our supply chain sustainability progress is available on our website.
Human Rights
At Dell Technologies, upholding and advancing respect for the fundamental human rights of all people is core to our business strategy, purpose, and commitment to drive human progress and create a positive and lasting societal impact. Our policies and practices are guided by the United Nations’ Guiding Principles on Business and Human Rights and the Organisation for Economic Co-operation and Development’s Guidelines for Multinational Enterprises on Responsible Business Conduct. We endeavor to ensure that we are not complicit in human rights violations, and we hold our suppliers and other business partners to this same standard. We believe in winning with integrity, and we use training and technology to assist our team members in applying the principles of integrity and compliance as part of everyday business transactions, activities, and decisions.
Corporate Information
We are a holding company that conducts our operations through subsidiaries.
The mailing address of our principal executive offices is One Dell Way, Round Rock, Texas 78682. Our telephone number is 1-800-289-3355.
Our website address is www.dell.com. We make available free of charge through our website our annual report on Form 10-K, quarterly reports on Form 10-Q, and current reports on Form 8-K, and all amendments to those reports, as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC. The information on, or accessible through, our website referred to above or any other website we refer to in this report is not part of, and is not incorporated by reference into, this report.
Information about our Executive Officers
The following table sets forth, as of March 9, 2026, information about our executive officers, who are appointed by our Board of Directors.
| Name | Age | Position | ||||||||||||
| Michael S. Dell | 61 | Chief Executive Officer and Chairman | ||||||||||||
| Jeffrey W. Clarke | 63 | Vice Chairman and Chief Operating Officer | ||||||||||||
| David Kennedy | 49 | Chief Financial Officer | ||||||||||||
| Richard J. Rothberg | 62 | General Counsel | ||||||||||||
| Jennifer D. Saavedra, Ph.D. | 56 | Chief Human Resources Officer | ||||||||||||
| William F. Scannell | 63 | President and Chief Customer Officer | ||||||||||||
| Geraldine Tunnell | 50 | Chief Marketing Officer | ||||||||||||
| Peter Trizzino | 53 | President, Global Sales |
Michael S. Dell — Mr. Dell serves as Chairman of the Board and Chief Executive Officer of Dell Technologies. Mr. Dell served as Chief Executive Officer of Dell Inc. (“Dell”), a wholly-owned subsidiary of Dell Technologies, from 1984 until July 2004 and resumed that role in January 2007. In 1998, Mr. Dell formed MSD Capital, L.P., now DFO Management, LLC, a private investment firm, that exclusively manages the capital for the Dell family. In 1999, he established his family foundation, the Michael & Susan Dell Foundation, with the mission of building pathways that change lives throughout the world. Mr. Dell is an honorary member of the Foundation Board of the World Economic Forum and is an executive committee member of the International Business Council. He serves as a member of the Technology CEO Council and is a member of the Business Roundtable. He also serves on the advisory board of Tsinghua University’s School of Economics and Management in Beijing, China, and on the governing board of the Indian School of Business in Hyderabad, India. Mr. Dell is chairman of the BDT & MSD Advisory Board. In June 2014, Mr. Dell was named the United Nations Foundation’s first Global Advocate for Entrepreneurship. Mr. Dell served as Non-Executive Chairman of SecureWorks Corp., formerly a public majority-owned subsidiary of Dell Technologies and a global provider of intelligence-driven information security solutions, from December 2015 until it was acquired by Sophos Inc. in February 2025 and as Chairman of the Board of Directors of VMware, Inc., a cloud infrastructure and digital workspace technology company that was formerly a public majority-owned subsidiary of Dell Technologies, from September 2016 until it was acquired by Broadcom Inc. in November 2023.
Jeffrey W. Clarke — Mr. Clarke serves as Vice Chairman and Chief Operating Officer of Dell Technologies, responsible for running day-to-day business operations, shaping Dell Technologies’ strategic agenda, and setting priorities across the Dell Technologies executive leadership team. Mr. Clarke directs the Infrastructure Solutions Group and the Client Solutions Group and manages Global Operations, including manufacturing, procurement, and supply chain. He is also responsible for setting the long-term strategy and leads planning for emerging technology areas such as Cloud, Edge, Telecom, and as-a-Service. Mr. Clarke served as Chief Operating Officer from December 2019 to August 2021 before resuming that role in August 2023 and as Co-Chief Operating Officer from August 2021 until August 2023, and has served as Vice Chairman since September 2017, before which he served as Vice Chairman and President, Operations and Client Solutions with Dell Technologies and, previously, Dell, since January 2009. From January 2003 until January 2009, Mr. Clarke served as Senior Vice President, Business Product Group. From November 2001 to January 2003, Mr. Clarke served as Vice President and General Manager, Relationship Product Group. In 1995, Mr. Clarke became the director of desktop development. Mr. Clarke joined Dell in 1987 as a quality engineer and has served in a variety of other engineering and management roles. Before joining Dell, Mr. Clarke served as a reliability and product engineer at Motorola, Inc, a global technology company.
David Kennedy — Mr. Kennedy serves as Chief Financial Officer of Dell Technologies. In this role, in which he has served since September 2025, Mr. Kennedy oversees all aspects of Dell Technologies’ finance organization, including accounting, financial planning and analysis, tax, treasury and investor relations, as well as corporate development, global business operations and Dell Financial Services. He also partners closely with the offices of the CEO and COO on Dell Technologies’ long-term strategy to create value for Dell Technologies’ stakeholders. Mr. Kennedy served as Senior Vice President, Global Business Operations, Finance from February 2023 to September 2025 and, prior to that service, as Senior Vice President and Chief Operating Officer for Global Sales from February 2020 to February 2023, and as Senior Vice President and Chief Financial Officer of Dell Technologies’ Client Solutions Group from April 2017 to February 2020. He joined Dell in 1998 and has served in various leadership roles spanning key areas.
Richard J. Rothberg — Mr. Rothberg serves as General Counsel and Secretary for Dell Technologies. In this role, in which he has served since November 2013, Mr. Rothberg oversees the global legal department and manages government affairs, compliance, and ethics. He is also responsible for global security. Mr. Rothberg joined Dell in 1999 and has served in critical leadership roles throughout the legal department. He served as Vice President of Legal, supporting Dell’s businesses in the Europe, Middle East, and Africa region before moving to Singapore in 2008 as Vice President of Legal for the Asia-Pacific and Japan region. Mr. Rothberg returned to the United States in 2010 to serve as Vice President of Legal for the North America and Latin America regions. In this role, he was lead counsel for sales and operations in the Americas and for the enterprise solutions, software, and end-user computing business units. He also led the government affairs organization worldwide. Before joining Dell, Mr. Rothberg served nearly eight years at Caterpillar Inc., an equipment manufacturing company, in senior legal roles in Nashville, Tennessee and Geneva, Switzerland. Mr. Rothberg was also an attorney for IBM Credit Corporation and at Rogers & Wells, a law firm.
Jennifer D. Saavedra, Ph.D. — Dr. Saavedra is Dell Technologies' Chief Human Resources Officer. In this role, Dr. Saavedra leads Dell’s Global Human Resources and Facilities function and accelerates the performance and growth of Dell Technologies through its culture and its people. Dr. Saavedra previously served as Dell Technologies’ Senior Vice President, Human Resources – Sales from December 2019 to March 2021 and as its Senior Vice President, Human Resources – Talent and Culture from November 2017 to December 2019. Dr. Saavedra joined Dell in 2005 and has served in many key leadership roles throughout the Human Resources organization, including talent development and culture, business partner, strategy, and learning and development. Before joining Dell in 2005, Dr. Saavedra served as a Human Resources consultant to private and public companies.
William F. Scannell — Mr. Scannell serves as President and Chief Customer Officer at Dell Technologies. In this role, which he has held since January 2026, Mr. Scannell engages with customers and partners around the world. He brings extensive experience to guide customer strategy, advance high-value initiatives and deliver meaningful value. Mr. Scannell previously served as President, Global Sales and Customer Operations from February 2020 to January 2026, where he was responsible for go-to-market strategy and driving global growth by delivering Dell Technologies’ solutions to organizations in established and new markets globally. Mr. Scannell previously served as President, Global Enterprise Sales and Customer Operations for Dell Technologies from September 2017 to January 2020, leading the sales teams to deliver innovative and practical technology solutions to large enterprises and public institutions worldwide. Prior to joining Dell Technologies, Mr. Scannell served as President, Global Sales and Customer Operations at EMC Corporation (“EMC”), a global technology company, until EMC was acquired by Dell Technologies in September 2016. In this role, to which he was appointed in July 2012 after overseeing customer operations in the Americas and EMEA, Mr. Scannell focused on driving coordination and teamwork among EMC’s business unit sales forces, as well as building and maintaining relationships with EMC’s largest global accounts, global alliance partners, and global channel partners. Mr. Scannell began his career as an EMC sales representative in 1986, becoming country manager of Canada in 1988. Shortly thereafter, his responsibilities expanded to include the United States and Latin America. In 1999, Mr. Scannell moved to London to oversee EMC’s business across all of Europe, Middle East, and Africa. He then managed worldwide sales in 2001 and 2002 before being appointed Executive Vice President in 2007. Mr. Scannell serves on the board of directors of Snowflake Inc., a company that provides a cloud-based data platform, and on the advisory board of IonQ, Inc., a quantum computing company.
Geraldine Tunnell — Ms. Tunnell serves as the Chief Marketing Officer for Dell Technologies. In this role, which she has held since March 2024, she is directly responsible for the global marketing organization strategy and all aspects of Dell Technologies’ marketing efforts, which include brand, creative, online and media, demand intelligence, product and field marketing, and corporate communications. Since joining Dell in 2005, Ms. Tunnell has been instrumental in driving transformation and customer-focused strategies across all of Dell Technologies’ businesses and product lines in various marketing capacities. Ms. Tunnell previously served as Senior Vice President of Global Field and Partner Marketing from 2018 to March 2024. Prior to joining Dell, Ms. Tunnell was a management consultant at CapGemini Ernst & Young, a multinational IT services and consulting company, and worked in Silicon Valley at a start-up enterprise focused on supply chain management.
Peter Trizzino — Mr. Trizzino serves as President, Global Sales at Dell Technologies. In this role, which he has held since January 2026, he oversees Sales, Presales, and Dell’s global partner ecosystem to drive revenue growth and customer outcomes worldwide. Mr. Trizzino previously served as President of Global Sales Modernization & GTM from August 2025 to January 2026, where he championed new ways of working across Dell’s sales organization by simplifying, standardizing and automating end-to-end sales motions to increase speed and customer engagement. He also served as President, NA Sales, from February 2023 to August 2025, as President, DT Select from February 2021 to January 2023, and as Senior Vice President, DT Select from June 2020 to January 2021. Mr. Trizzino joined EMC in 2000, where he held various positions, including sales and leadership roles. Before joining Dell, he began his career at Xerox Corporation, a workplace technology company.
Item 1A. RISK FACTORS
Our business, operating results, financial condition, and prospects are subject to a variety of significant risks, many of which are beyond our control. The following is a description of material risk factors that may cause our actual results in future periods to differ substantially from those we currently expect or seek. The risks described below are not the only risks we face. There are additional risks and uncertainties not currently known to us or that we currently deem to be immaterial that also may materially adversely affect our business, operating results, financial condition, or prospects.
Risks Relating to Our Business and Our Industry
Adverse global economic conditions may harm our business and result in reduced net revenue and profitability.
As a global company with customers operating in a broad range of businesses and industries, our performance is affected by global 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 elevated inflation and interest rates or slowing demand for our products, reduced asset values, volatile energy costs, the availability and cost of credit, and the stability of financial institutions, financial markets, businesses, local and state governments, and sovereign nations.
Factors contributing to weak or unstable global or regional economic conditions, including those attributable to geopolitical volatility associated with terrorism, military conflicts (including the Iran conflict), and other events, extreme weather (such as wildfires or flooding), international trade protection measures and disputes, or public health issues, also could harm our business by contributing to product shortages or delays, supply chain disruptions, insolvency of key suppliers, customers and counterparties, increased product costs and associated price increases, reduced global sales, and other adverse effects on our operations. Such effects in the past have had, and in future periods could have, a negative impact on our net revenue and profitability.
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.
Competitive pressures may adversely affect our industry unit share position, revenue, and profitability.
We operate in an industry in which there are rapid technological advances in hardware, software, and services offerings, including AI, cloud, and security-related offerings. 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. Our competitors may provide offerings that are less costly, perform better, or include additional features. Further, our offering portfolios may quickly become outdated or our market share may rapidly erode. Our efforts to balance the mix of products and services to optimize profitability, liquidity, and growth may put pressure on our industry position. 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.
In addition, companies with which we have strategic alliances may become competitors in other product areas, or current competitors may enter into new strategic relationships with new or existing competitors, all of which may further increase competitive pressures.
The operating results of our business units may be adversely affected if we fail to successfully execute our strategy and related initiatives.
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.
We are organized into two business units consisting of ISG and CSG that are each important components of our strategy. ISG offers a portfolio of storage, server, and networking solutions, including AI-optimized technologies, and faces intense competition from existing on-premises competitors and increasing competitive pressures from Infrastructure-as-a-Service providers. Accordingly, we expect we will be required to make additional investments to address such competitive pressures and drive future growth. Such pressures could result in the erosion of revenue and operating income and negatively affect ISG’s results of operations. To address industry trends, we have developed and continue to develop traditional, converged, and hyper-converged infrastructure solutions as well as AI-optimized products and solutions. ISG’s results of operations could be adversely affected if such products and solutions are not adopted by our customers or potential customers, or if customers move rapidly to adopt public cloud solutions.
CSG largely relies on sales of notebooks, desktops, and workstations. Revenue from CSG absorbs our overhead costs and provides for scaled procurement. CSG faces risks and uncertainties from fundamental changes in the personal computer market, including a decline in worldwide revenues for notebooks, desktops, and workstations, and lower shipment forecasts for these products due to a general lengthening of the replacement cycle. Reduced demand for PC products or a significant increase in competition could cause our operating income to fluctuate and adversely impact CSG’s results of operations.
Our relationships with our product and component vendors could harm our business by adversely affecting product availability, delivery, reliability, and cost.
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 obtain many products and all of our components from third-party vendors, many of which are located outside of the United States. In addition, significant portions of our products are assembled by contract manufacturers, primarily in locations in Asia. A significant concentration of such outsourced manufacturing is performed by only a few contract manufacturers, often in single locations. We sell components to these contract manufacturers and generate large non-trade accounts receivables, an arrangement that would present a risk of uncollectibility if the financial condition of a contract manufacturer should deteriorate.
We may experience additional supply shortages and price increases caused by changes to raw material availability, increased demand, manufacturing capacity, labor shortages, public health issues, tariffs, tra
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Item 1B. UNRESOLVED STAFF COMMENTS
None.
Item 1C. CYBERSECURITY
We face numerous cybersecurity threats that range from cyber-attacks common to most industries to attacks from more advanced and persistent threat actors that target large information technology companies with products and services operating in strategic sectors. We could be adversely affected by cybersecurity incidents affecting our systems or the systems of our suppliers, customers, and other third-party service providers. To address these threats, we expend considerable resources on cybersecurity risk management, strategy, and governance.
We assess, identify, and manage material cybersecurity risks in a number of ways. Our global security and resiliency organization, under the leadership of our Chief Security Officer (“CSO”), has established an internal governance structure to identify, assess, rate, and manage cybersecurity risks across the Company in an integrated manner. The security and resiliency organization advises each business unit and functional area on addressing cybersecurity risks and monitors initiatives to mitigate and manage such risks over time. Each business unit or functional area is responsible for managing risks and ensuring that security and resiliency policies and standards are implemented within the respective business unit or function. Compliance with our internal security and resiliency policies and standards is assessed by our internal audit team, which has a dedicated cybersecurity audit function.
Our security and resiliency organization includes a dedicated cybersecurity function led by our Chief Information Security Officer (“CISO”). As part of our cybersecurity function, the cybersecurity and intelligence response team (“CSIRT”) administers a program to monitor, detect, investigate, respond to, and escalate management of internal and external cybersecurity threats and incidents. The CSIRT provides threat intelligence information to our CSO, broader security and resiliency organization, and relevant business units and functional areas.
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 SOC, Type 2.
In addition to monitoring risks from threats to our own assets, we administer a third-party risk management program that helps identify and manage risks from cybersecurity threats arising from attacks against our suppliers and other service provider organizations. This program seeks to combine a methodology for risk ratings with targeted cybersecurity assessments, security-focused contractual requirements, and monitoring activities based on the risk profile of covered suppliers and service providers.
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 security and cybersecurity risk. Our CSO has extensive cybersecurity and program management experience and previously served in relevant leadership positions at another large multinational corporation and the U.S. Department of Defense. He is supported by our 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.
Cybersecurity risk management has been integrated into the Company’s overall enterprise risk management program (“ERM”) through the Company’s enterprise risk governing bodies, which are the Global Risk and Compliance Council (“GRCC”) and the Enterprise Risk Steering Committee (“ERSC”). Our CSO reports on cybersecurity risk to the GRCC and ERSC and also serves as a member of the ERSC. The CSO regularly meets with members of our executive leadership team to discuss cybersecurity risks, as well as related mitigation and remediation activities. In addition, information on cybersecurity risks is further integrated into our overall ERM through our central internal audit function, which incorporates such information in regular audits of our cybersecurity and data protection controls and processes.
Our Board of Directors oversees significant cybersecurity risks to the Company directly and through its Audit Committee. The Board of Directors meets with our CSO or his delegate bi-annually to review significant cybersecurity risks as well as cybersecurity priorities and focus areas for the upcoming fiscal year. The Audit Committee meets with our CSO or his delegate quarterly to review significant cybersecurity incidents and risks, programmatic security modifications and enhancements, and progress made towards key cybersecurity initiatives and matters. The CSO may provide more frequent updates to the Board of Directors and Audit Committee if necessitated by a security incident or other developments. The Audit Committee reports regularly to our Board of Directors regarding the committee’s oversight of cybersecurity risk matters.
To date, no risks from cybersecurity threats, including as a result of any previous cybersecurity incident, have materially affected our business strategy, results of operations, or financial condition. Notwithstanding our investment in cybersecurity, we may not be successful in identifying a cybersecurity risk or preventing or mitigating a cybersecurity incident or product security vulnerability that could have a material adverse effect on our business, results of operations, or financial condition. For a discussion of cybersecurity risks affecting our business, see “Item 1A—Risk Factors—Risks Relating to Our Business and Our Industry.” Although we maintain cybersecurity insurance, the costs related to cybersecurity incidents may not be fully insured.
Item 2. PROPERTIES
Our principal executive offices and global headquarters are located at One Dell Way, Round Rock, Texas.
As of January 30, 2026, as shown in the following table, we owned or leased 18.2 million square feet of office, manufacturing, and warehouse space worldwide:
| Owned | Leased | ||||||||||
| (in millions) | |||||||||||
| U.S. facilities | 7.2 | 1.0 | |||||||||
| International facilities | 4.2 | 5.8 | |||||||||
| Total (a) | 11.4 | 6.8 |
(a)Includes 1.5 million square feet of subleased or vacant space.
As of January 30, 2026, 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. For additional information about our facilities, including the location of certain facilities, see “Item 1 — Business — Manufacturing and Materials.”
Because of the interrelation of the products and services offered in each of our segments, we generally do not designate our properties to either segment. With limited exceptions, each property is used at least in part by both of our segments, and we retain the flexibility to make future use of each of the properties available to each segment.
We believe that our existing properties are suitable and adequate for our current needs. We will continue to assess our facilities requirements as part of normal business operations.
Item 3. LEGAL PROCEEDINGS
The information required by this Item 3 is incorporated herein by reference to the information set forth under the caption “Legal Matters” in Note 11 of the Notes to the Consolidated Financial Statements included in “Part II — Item 8 — Financial Statements and Supplementary Data.”
Item 4. MINE SAFETY DISCLOSURES
Not applicable.
PART II — OTHER INFORMATION
Item 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Market for Class C Common Stock
Our Class C Common Stock is listed and traded on the New York Stock Exchange under the symbol “DELL.”
There is no public market for our Class A Common Stock or Class B Common Stock. No shares of our Class D Common Stock were outstanding as of January 30, 2026.
Holders
As of March 9, 2026, there were 3,516 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. The number of record holders does not include individuals or entities that beneficially own shares of any class of our common stock, but whose shares are held of record by a broker, bank, or other nominee.
Dividends
During Fiscal 2026, we paid the following quarterly dividends:
| Declaration Date | Record Date | Payment Date | Dividend per Share | Amount (in millions) | ||||||||||||||||||||||
| February 27, 2025 | April 22, 2025 | May 2, 2025 | $ | 0.525 | $ | 360 | ||||||||||||||||||||
| June 17, 2025 | July 22, 2025 | August 1, 2025 | $ | 0.525 | $ | 355 | ||||||||||||||||||||
| September 4, 2025 | October 21, 2025 | October 31, 2025 | $ | 0.525 | $ | 351 | ||||||||||||||||||||
| December 4, 2025 | January 20, 2026 | January 30, 2026 | $ | 0.525 | $ | 344 |
During the fiscal year ended January 30, 2026, we also paid an immaterial amount of dividend equivalents on eligible vested equity awards which are not included above.
On February 26, 2026, we announced that the Board of Directors approved a 20% increase in the dividend rate to $0.63 per share per fiscal quarter beginning in the first quarter of the fiscal year ending January 29, 2027.
The dividend policy and the declaration and payment of each quarterly cash dividend will be subject to the continuing determination by the Board of Directors that the policy and the declaration of dividends thereunder are in the best interests of our stockholders and are in compliance with applicable law. The Board of Directors retains the power to modify, suspend, or cancel the dividend policy in any manner and at any time that it may deem necessary or appropriate.
Sales of Unregistered Securities
During November 2025, the Company issued 18,000 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.
Purchases of Equity Securities
The following table presents information with respect to our purchases of Class C Common Stock during the fourth quarter of Fiscal 2026.
| Period | Total Number of Shares Purchased | Weighted Average Price Paid per Share | Total Number of Shares Purchased as Part of Publicly Announced Programs | Approximate Dollar Value of Shares that May Yet Be Purchased Under the Programs | ||||||||||||||||||||||
| (in millions, except per share amounts) | ||||||||||||||||||||||||||
| Repurchases from November 1, 2025 to November 28, 2025 | 3.3 | $ | 133.22 | 3.3 | $ | 7,217 | ||||||||||||||||||||
| Repurchases from November 29, 2025 to December 26, 2025 | 3.6 | $ | 132.34 | 3.6 | $ | 6,745 | ||||||||||||||||||||
| Repurchases from December 27, 2025 to January 30, 2026 | 8.0 | $ | 118.96 | 8.0 | $ | 5,798 | ||||||||||||||||||||
| Total | 14.9 | 14.9 |
On September 23, 2021, our Board of Directors approved a stock repurchase program with no fixed expiration date under which we may repurchase a specified dollar value of Class C Common Stock, exclusive of any fees, commissions, or other expenses related to such repurchases. As of January 30, 2026, our Board of Directors authorized the repurchase of up to $20 billion of Class C Common Stock and on February 26, 2026, subsequent to the close of Fiscal 2026, authorized an additional $10 billion of Class C Common Stock for repurchase. Following the February 26, 2026 approval, we had approximately $15.2 billion of authorized shares remaining for repurchase under the program.
Stock Performance Graph
Class C Common Stock
The following graph compares the cumulative total return on the Company’s Class C Common Stock for the period from January 29, 2021 through January 30, 2026 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 January 29, 2021 in the Class C Common Stock and in each of the foregoing indices and assumes reinvestment of dividends, if any. The comparisons in the graph are based on historical data.

| January 29, 2021 | January 28, 2022 | February 3, 2023 | February 2, 2024 | January 31, 2025 | January 30, 2026 | |||||||||||||||||||||||||||||||||
| Class C Common Stock | $ | 100.00 | $ | 152.52 | $ | 118.27 | $ | 247.98 | $ | 302.09 | $ | 339.99 | ||||||||||||||||||||||||||
| S&P 500 Index | $ | 100.00 | $ | 120.99 | $ | 114.80 | $ | 139.85 | $ | 172.66 | $ | 200.84 | ||||||||||||||||||||||||||
| S&P 500 Information Technology Index | $ | 100.00 | $ | 123.12 | $ | 111.16 | $ | 164.32 | $ | 204.12 | $ | 256.43 |
The preceding stock performance graph shall not be deemed to be incorporated by reference by means of any general statement incorporating by reference this Annual Report on Form 10-K into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent that Dell Technologies specifically incorporates such information by reference, and shall not otherwise be deemed filed under such Acts.
Item 6. [RESERVED]
Item 7. — MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
This management’s discussion and analysis should be read in conjunction with the audited Consolidated Financial Statements and accompanying Notes included in this Annual Report on Form 10-K. This section generally discusses Fiscal 2026 results compared to Fiscal 2025 results. Discussion of Fiscal 2025 results compared to Fiscal 2024 results, to the extent 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 January 31, 2025.
In addition to historical financial information, the following discussion contains forward-looking statements that reflect our plans, estimates, and beliefs, and that are subject to numerous risks and uncertainties. Our actual results may differ materially from those expressed or implied in any forward-looking statements.
Unless otherwise indicated, all results presented are prepared in a manner that complies, in all material respects, with generally accepted accounting principles in the United States of America (“GAAP”). Unless otherwise indicated, all changes identified for the current-period results represent comparisons to results for the prior corresponding fiscal period.
Unless the context indicates otherwise, references in this management’s discussion and analysis to “we,” “us,” “our,” the “Company,” and “Dell Technologies” mean Dell Technologies Inc. and its consolidated subsidiaries.
Our fiscal year is the 52- or 53-week period ending on the Friday nearest January 31. We refer to our fiscal years ended January 30, 2026, January 31, 2025, and February 2, 2024 as “Fiscal 2026,” “Fiscal 2025,” and “Fiscal 2024,” respectively. All fiscal years presented included 52 weeks. We refer to our fiscal year ending January 29, 2027 as “Fiscal 2027.”
INTRODUCTION
Company Overview
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. 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 AI, software-defined, and cloud native infrastructure solutions. Our vision is to become the most essential technology partner. We intend to realize our vision by executing our strategy of leveraging our strengths to extend our leadership positions and capture new growth.
We are organized into two business units which are also our reportable segments: Infrastructure Solutions Group and Client Solutions Group.
Infrastructure Solutions Group (“ISG”) — We provide a comprehensive portfolio of advanced infrastructure solutions designed to help customers simplify, streamline, and automate information technology (“IT”) operations. ISG also offers software, peripherals, and services, including consulting and support and deployment. Given the scale and growth of our AI-optimized servers business, effective in the fourth quarter of Fiscal 2026, we disaggregated our servers and networking offerings within revenue by major product category into AI-optimized servers offerings and traditional servers and networking offerings. As a result, our major product categories within ISG include our AI-optimized servers offerings, our traditional servers and networking offerings, and our storage offerings.
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AI-optimized servers — We offer a specialized portfolio of AI-optimized servers designed to handle the most demanding compute-intensive workloads, including AI model training, fine-tuning, and inferencing.
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Traditional servers and networking — Our traditional servers portfolio provides the trusted foundation for modern IT environments, supporting a wide range of general-purpose and mission-critical workloads. Our networking portfolio helps our business customers transform and modernize their infrastructure, complementing our storage and AI-optimized and traditional servers offerings, and includes wide area network infrastructure, data center and edge networking switches, and cables and optics.
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Storage — Our comprehensive storage portfolio includes modern and traditional storage solutions that span primary, unstructured and data protection offerings and are delivered through multiple architectures, including all-flash, purpose-built, software-defined, and hyper-converged infrastructure platforms.
Client Solutions Group (“CSG”) — Our CSG portfolio includes branded personal computers (“PCs”), including notebooks, desktops, and workstations, branded peripherals, and third-party software and peripherals. CSG also includes services offerings, such as configuration, support and deployment, and extended warranties. Our major product categories within CSG include our commercial offerings and consumer offerings.
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Commercial — Our commercial portfolio provides customers with solutions centered on flexibility to address their complex needs such as IT modernization, hybrid work transformation, and other critical areas.
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Consumer — Our consumer portfolio provides customers with solutions ranging from essential computing, connectivity, and productivity needs of the everyday user to powerful performance, processing, and end-user experiences in high-end consumer and gaming offerings.
Our other businesses primarily consist of our historical resale of standalone offerings of VMware LLC (formerly VMware, Inc. and individually and together with its subsidiaries, “VMware”), referred to as “VMware Resale,” and offerings of SecureWorks Corp. (“Secureworks”) through the date of the sale of Secureworks as discussed below. These businesses are divested businesses or their offerings are no longer actively sold, and are not classified as reportable segments, either individually or collectively. Their operating results are reported within Corporate and other. On February 3, 2025, the sale of Secureworks to Sophos Inc., an affiliate of Thoma Bravo, L.P., was completed in an all-cash transaction for a purchase price of approximately $0.9 billion. We received total cash consideration for the equity interest held in Secureworks of approximately $0.6 billion, resulting in a gain on sale of $0.2 billion recognized in interest and other, net in the Consolidated Statements of Income during Fiscal 2026.
For further discussion regarding our current reportable segments, see “Results of Operations — Business Unit Results” and Note 18 of the Notes to the Consolidated Financial Statements included in this report.
We offer customers choices in how they acquire our solutions, including traditional purchasing and offerings under the Dell Payment Solutions portfolio. These offerings provide both payment and consumption solutions, including utility, subscription, as-a-Service, leases, and loans, which allow our customers to pay over time and provide them with operational and financial flexibility. Dell Financial Services and its affiliates (“DFS”) support financing solutions and services as part of the portfolio. For additional information about our financing arrangements, see Note 5 of the Notes to the Consolidated Financial Statements included in this report.
Business Trends and Challenges
During Fiscal 2026, we executed our strategy and delivered exceptional operating results, generating significant net revenue and operating income growth. The following trends and conditions affected the environment in which we operated:
- Macroeconomic environment: We experienced significant demand for our AI-optimized servers offerings and strong demand for our traditional servers and networking offerings, resulting in I
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Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Dell Technologies is exposed to a variety of market risks, including risks associated with foreign currency exchange rate fluctuations, interest rate changes affecting its variable-rate debt, and changes in the market value of equity investments. In the normal course of business, Dell Technologies employs established policies and procedures to manage these risks.
Foreign Currency Risk
During Fiscal 2026, the principal foreign currencies in which Dell Technologies transacted business were the Euro, Indian Rupee, Japanese Yen, British Pound, Canadian Dollar, and Australian Dollar. The objective of Dell Technologies in managing its exposures to foreign currency exchange rate fluctuations is to reduce the impact of adverse fluctuations associated with foreign currency exchange rate changes on earnings and cash flows. Accordingly, Dell Technologies utilizes foreign currency option contracts and forward contracts to hedge its exposure on forecasted transactions and firm commitments for certain currencies. Dell Technologies monitors its foreign currency exchange exposures to ensure the overall effectiveness of its foreign currency hedge positions. However, there can be no assurance that the foreign currency hedging activities will continue to substantially offset the impact of fluctuations in currency exchange rates on Dell Technologies’ results of operations and financial position in the future.
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 $6 million as of January 30, 2026 and approximately $9 million as of January 31, 2025, using a Value-at-Risk (“VAR”) model. By using market implied rates and incorporating volatility and correlation among the currencies of a portfolio, the VAR model simulates 10,000 randomly generated market prices and calculates the difference between the fifth percentile and the average as the Value-at-Risk. The VAR model is a risk estimation tool and is not intended to represent actual losses in fair value that could be incurred. Additionally, as Dell Technologies utilizes foreign currency instruments for hedging forecasted and firmly committed transactions, a loss in fair value for those instruments is generally offset by increases in the value of the underlying exposure.
Interest Rate Risk
Dell Technologies is primarily exposed to interest rate risk related to its variable-rate debt portfolio and fixed-rate debt which has been converted to variable-rate debt through the use of derivative instruments. As of January 30, 2026, interest rate risk exposure is related to DFS borrowings.
DFS debt represents borrowings under securitization programs and structured financing programs that facilitate the funding of leases, loans, and other alternative payment structures. Amounts outstanding under these facilities generally bear interest at variable rates equal to applicable margins plus specified base rates. Interest expense on such borrowings is recognized within interest and other, net whereas interest income on the underlying assets is recognized to net revenue over time. The Company uses interest rate swaps to hedge the variability in cash flows related to the interest rate payments on such borrowings. These contracts are not designated for hedge accounting and mark-to-market adjustments are recognized immediately within interest and other, net.
Dell Technologies’ interest rate risk exposure is limited to fluctuations in interest rates on unhedged borrowings where we do not mitigate the interest rate risk through the use of interest rate swaps.
As of January 30, 2026, borrowings exposed to interest rate fluctuations were $3.0 billion relative to total borrowings of $31.5 billion, and accrued interest at an annual rate between 2.96% and 4.82%. Based on this debt outstanding as of January 30, 2026, a 100 basis point increase in interest rates would have resulted in an increase of approximately $30 million in annual interest expense.
By comparison, as of January 31, 2025, borrowings exposed to interest rate fluctuations were $2.6 billion relative to total borrowings of $24.6 billion, and accrued interest at an annual rate between 3.65% and 6.53%. Based on this debt outstanding as of January 31, 2025, a 100 basis point increase in interest rates would have resulted in an increase of approximately $26 million in annual interest expense.
For more information about our debt and use of derivative instruments, see Note 5, Note 7, and Note 8 of the Notes to the Consolidated Financial Statements included in this report.
Equity Price Risk
Strategic Investments — Our strategic investments include primarily early-stage, privately-held companies that are considered to be in the start-up or development stages and are inherently risky. The technologies or products these companies have under development are typically in the early stages and may never materialize, which could result in a loss of a substantial part of our initial investment in the companies. We record these investments at cost, less impairment, adjusted for observable price changes. 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, and, accordingly, the basis for these evaluations is subject to the timing and accuracy of the data provided. As of January 30, 2026 and January 31, 2025, we held strategic investments in non-marketable securities of $1.6 billion and $1.5 billion, respectively.
See Note 4 of the Notes to the Consolidated Financial Statements included in this report for additional information.
Item 8. — FINANCIAL STATEMENTS
Index
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Stockholders of Dell Technologies Inc.
Opinions on the Financial Statements and Internal Control over Financial Reporting
We have audited the accompanying consolidated statements of financial position of Dell Technologies Inc. and its subsidiaries (the “Company”) as of January 30, 2026 and January 31, 2025, 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 January 30, 2026, 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 January 30, 2026, 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 January 30, 2026 and January 31, 2025, and the results of its operations and its cash flows for each of the three years in the period ended January 30, 2026 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective in
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Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
Item 9A. — CONTROLS AND PROCEDURES
This report includes the certifications of our Chief Executive Officer and Chief Financial Officer required by Rule 13a-14 under the Securities Exchange Act of 1934 (the “Exchange Act”). See Exhibits 31.1 and 31.2 filed with this report. This Item 9A includes information concerning the controls and control evaluations referred to in those certifications.
Evaluation of Disclosure Controls and Procedures
Disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) are designed to provide reasonable assurance that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms and that such information is accumulated and communicated to management, including the Chief Executive Officer and the Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures.
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 January 30, 2026. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that as of January 30, 2026, the Company’s disclosure controls and procedures were effective to accomplish their objectives at the reasonable assurance level.
Management’s Annual Report on Internal Control Over Financial Reporting
Management, under the supervision of the Chief Executive Officer and the Chief Financial Officer, is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. 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 principles and that receipts and expenditures of the issuer are being made only in accordance with appropriate authorization of management and the directors of the issuer, and (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 January 30, 2026, based on the criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). As a result of that evaluation, management has concluded that our internal control over financial reporting was effective as of January 30, 2026.
The effectiveness of our internal control over financial reporting as of January 30, 2026 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.”
Changes in Internal Control Over Financial Reporting
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.
There were no other changes in our internal control over financial reporting during the fiscal quarter ended January 30, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Limitations on the Effectiveness of Controls
Our system of controls is designed to provide reasonable, not absolute, assurance regarding the reliability and integrity of accounting and financial reporting. Management does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent or detect all errors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system will be met. These inherent limitations include the following:
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Judgments in decision-making can be faulty, and control and process breakdowns can occur because of simple errors or mistakes.
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Controls can be circumvented by individuals, acting alone or in collusion with each other, or by management override.
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The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.
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Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with associated policies or procedures.
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The design of a control system must reflect the fact that resources are constrained, and the benefits of controls must be considered relative to their costs.
Item 9B. OTHER INFORMATION
On December 18, 2025, Richard Troy Sharp, the Company’s Chief Accounting Officer, adopted a written plan for the sale of up to 2,071 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 December 18, 2026, or on any earlier date on which all of the shares have been sold.
On January 15, 2026, Jeffrey W. Clarke, the Company’s Vice Chairman and Chief Operating Officer, adopted a written plan for the sale of up to 116,000 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 June 30, 2026, or on any earlier date on which all of the shares have been sold.
Item 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable.
PART III
Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
We have adopted a code of ethics applicable to our principal executive officer and our other senior financial officers. The code of ethics, which we refer to as our Code of Ethics for Senior Financial Officers, is available on the Investor Relations page of our website at www.dell.com. To the extent required by SEC rules, we intend to disclose any amendments to this code and any waiver of a provision of the code for the benefit of any senior financial officers on our website within any period that may be required under SEC rules from time to time.
See “Part I — Item 1 — Business — Information about our Executive Officers” for more information about our executive officers, which is incorporated by reference in this Item 10. Other information required by this Item 10 is incorporated herein by reference to our definitive proxy statement for our 2026 annual meeting of stockholders, referred to as the “2026 proxy statement,” which we will file with the SEC on or before 120 days after our 2026 fiscal year-end, and which will appear in the 2026 proxy statement under the captions “Proposal 1 — Election of Directors,” “Compensation Discussion and Analysis” and “Additional Information — Delinquent Section 16(a) Reports,” if applicable.
The following information about the members of our Board of Directors and the principal occupation or employment of each director is provided as of the date of this report.
| Michael S. Dell Chairman and Chief Executive Officer Dell Technologies Inc. | David Grain Founder and CEO Grain Management (private equity) | ||||
| David W. Dorman Founding Partner Centerview Capital Technology (investments) | 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 |
Item 11. EXECUTIVE COMPENSATION
Information required by this Item 11 is incorporated herein by reference to the 2026 proxy statement, including the information in the 2026 proxy statement appearing under the captions “Proposal 1 — Election of Directors — Director Compensation,” “Compensation Discussion and Analysis” and “Compensation of Executive Officers.”
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
Information required by this Item 12 is incorporated herein by reference to the 2026 proxy statement, including the information in the 2026 proxy statement appearing under the captions “Equity Compensation Plan Information” and “Security Ownership of Certain Beneficial Owners and Management.”
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
Information required by this Item 13 is incorporated herein by reference to the 2026 proxy statement, including the information in the 2026 proxy statement appearing under the captions “Proposal 1 — Elections of Directors” and “Transactions with Related Persons.”
Item 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
Information required by this Item 14 is incorporated herein by reference to the 2026 proxy statement, including the information in the 2026 proxy statement appearing under the caption “Proposal 2 — Ratification of Appointment of Independent Registered Public Accounting Firm.”
PART IV
Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) The following documents are filed as part of this Annual Report on Form 10-K:
(1) Financial Statements: The following financial statements are filed as part of this report under “Part II — Item 8 — Financial Statements and Supplementary Data”:
Consolidated Financial Statements:
Report of Independent Registered Public Accounting Firm
Consolidated Statements of Financial Position at January 30, 2026 and January 31, 2025
Consolidated Statements of Income for the fiscal years ended January 30, 2026, January 31, 2025, and February 2, 2024
Consolidated Statements of Comprehensive Income for the fiscal years ended January 30, 2026, January 31, 2025, and February 2, 2024
Consolidated Statements of Cash Flows for the fiscal years ended January 30, 2026, January 31, 2025, and February 2, 2024
Consolidated Statements of Stockholders’ Equity (Deficit) for the fiscal years ended January 30, 2026, January 31, 2025, and February 2, 2024
Notes to Consolidated Financial Statements
(2) Financial Statement Schedules:
All schedules have been omitted because they are not applicable or the required information is otherwise included in the Consolidated Financial Statements or Notes thereto.
(b) The following are filed as exhibits to this Annual Report on Form 10-K:
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Item 16. FORM 10-K SUMMARY
None.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| DELL TECHNOLOGIES INC. | ||||||||
| By: | /s/ MICHAEL S. DELL | |||||||
| Michael S. Dell | ||||||||
| Chairman and Chief Executive Officer | ||||||||
| (Duly Authorized Officer) |
Date: March 16, 2026
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated as of March 16, 2026:
| Signature | Title | |||||||
| /s/ MICHAEL S. DELL | Chairman and Chief Executive Officer | |||||||
| Michael S. Dell | (principal executive officer) | |||||||
| /s/ DAVID W. DORMAN | Director | |||||||
| David W. Dorman | ||||||||
| /s/ EGON DURBAN | Director | |||||||
| Egon Durban | ||||||||
| /s/ DAVID GRAIN | Director | |||||||
| David Grain | ||||||||
| /s/ WILLIAM D. GREEN | Director | |||||||
| William D. Green | ||||||||
| /s/ ELLEN J. KULLMAN | Director | |||||||
| Ellen J. Kullman | ||||||||
| /s/ STEVE M. MOLLENKOPF | Director | |||||||
| Steve M. Mollenkopf | ||||||||
| /s/ LYNN VOJVODICH RADAKOVICH | Director | |||||||
| Lynn Vojvodich Radakovich | ||||||||
| /s/ DAVID KENNEDY | Executive Vice President and Chief Financial Officer | |||||||
| David Kennedy | (principal financial officer) | |||||||
| /s/ RICHARD TROY SHARP | Senior Vice President, Corporate Finance and | |||||||
| Richard Troy Sharp | Chief Accounting Officer | |||||||
| (principal accounting officer) |