Dell Technologies (DELL) 10-K risk factor changes: FY2026 vs FY2025

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 [removed: their] [added: 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 [removed: (such as ongoing] [added: associated with terrorism,] military conflicts [added: (including the Iran conflict),] and [removed: terrorism),] [added: other events,] extreme weather [removed: events] (such as wildfires or flooding), international trade protection measures and disputes, or public health [removed: issues] [added: 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.

[removed: Any such] [added: Such] effects [removed: could] [added: in the past] have [added: had, and in future periods could have,] a negative impact on our net revenue and profitability.

Further, our offering portfolios may quickly become outdated or our market share may [removed: quickly] [added: rapidly] erode.

In addition, significant portions of our products are assembled by contract manufacturers, primarily in [removed: various] locations in Asia.

We may experience additional supply shortages and price increases caused by changes to raw material availability, [added: increased demand,] manufacturing capacity, labor shortages, public health issues, tariffs, trade disputes and protectionist measures, extreme weather events or effects of climate change, and significant changes in the financial condition of our suppliers.

We [removed: are also subject to risks associated with our receipt from vendors of] [added: may receive] defective parts and [removed: products,] [added: products from vendors,] which could require the replacement of such parts and products and expose us to reputational harm.

Because these supplier negotiations are continual and reflect the evolving competitive environment, the variability in timing and amount of incremental vendor discounts and rebates [removed: can affect] [added: affects] our profitability.

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

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

The use of AI in our [removed: products] [added: products, services,] and [removed: services] [added: internal processes] presents ethical and legal risks to our business, financial condition, and results of operations.

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

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

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

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

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

Although quality testing is performed regularly to detect quality problems and implement required solutions, failure to identify and correct significant product quality issues before the sale [added: or shipment] of such products to customers could result in lower sales, increased warranty or replacement expenses, and reduced customer confidence, which could harm our operating results.

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

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

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

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

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

These incidents have caused, and may in the future cause, disruption to parts of our business [added: operations, and to the environments and] operations [added: of our partners, vendors,] and [added: customers, and such incidents] could result in regulatory, investigative, recovery, remediation, [added: contractual,] and litigation expenses.

We anticipate that our [removed: systems] [added: systems, networks,] and [removed: networks] [added: employees] will continue to be targeted by criminal and other threat actors with increasing frequency and potential harm.

[removed: In particular, we] [added: We] expect [removed: that] attacks by nation state actors and their agents [removed: may] [added: to] intensify during periods of geopolitical conflict.

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

[removed: Our] [added: In addition, our] customers, partners, and [removed: third-party] vendors continue to experience security incidents of varying severity and [removed: differing] attack methods.

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

Targeted cyber-attacks or those that result from a security incident directed at a partner or third-party vendor create a risk of compromise to our internal systems, products, services, and offerings, as well as the systems of our customers, which could result in interruptions, delays, or cessation of service that could disrupt business operations for [removed: us] [added: us, our partners] and [added: vendors, and] our customers.

Further, our use of AI technologies, including generative [added: and agentic] AI, may make us susceptible to unanticipated security threats from adversaries as we incorporate such technologies into our internal systems, customer-facing services and products, while our understanding of AI-related security risks and protection methods [removed: continues] [added: continue] to develop.

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

Sales outside the United States accounted for approximately [removed: half] [added: 45%] of our consolidated net revenue for Fiscal [removed: 2025.][added: 2026.]

In times of market distress, a counterparty may default rapidly and without notice, and we may be unable to take action to cover [removed: its] [added: our] exposure, either because of lack of contractual ability to do so or because market conditions make it difficult to take effective action.

If one of our counterparties becomes insolvent or files for bankruptcy, our ability [removed: eventually] to [added: eventually] recover any losses suffered as a result of that counterparty’s default may be limited by the impaired liquidity of the counterparty or the applicable legal regime governing the bankruptcy proceeding.

As of January [removed: 31, 2025,] [added: 30, 2026,] our goodwill and intangible assets, net had a combined carrying value of $24.1 billion, representing approximately [removed: 30%] [added: 24%] of our total consolidated assets.

We offer our ISG customers a range of consumption models for our services and solutions, including [removed: as-a-Service,] utility, [removed: lease, or] [added: subscription, as-a-Service, leases, loans, and] immediate pay models, designed to match customers’ consumption preferences.

In addition, there is pressure [added: on governments] to reduce [removed: spending on governments,] [added: spending,] both domestically and internationally, notably in recent periods [removed: on] [added: by] U.S. federal government agencies.

Failure to [removed: hedge] effectively [added: hedge] our exposure to fluctuations in foreign currency exchange rates and interest rates could adversely affect our financial condition and results of operations.

Evolving and varied stakeholder expectations and regulatory requirements with respect to sustainability and [removed: ESG] [added: environmental, social, and governance (“ESG”)] activities could harm our reputation, adversely affect our business, and expose us to regulatory proceedings and litigation.

We make statements about sustainability and ESG [removed: goals and] initiatives through our SEC filings, our [removed: annual ESG report, our] other non-financial reports, information provided on our website, [added: social media sites,] press statements and other communications.

We also expect threat tactics leveraging AI to increase as AI technology availability and capability expand.

An unfavorable outcome in some of these matters could have a material impact on our results of operations, financial position, and cash flows.

Further, we rely on key personnel, including Jeffrey W.

From January 31, 2026 to March 9, 2026, the SLP stockholders converted approximately 1 million shares of Class B Common Stock on a one-for-one basis into approximately 1 million shares of Class C Common Stock.

The amount and frequency of our share repurchases may fluctuate.

Although our Board of Directors has adopted a stock repurchase program, we are not obligated to repurchase any specific amount of shares of common stock, and the stock repurchase program may be suspended or terminated at any time.

The amount, timing, and execution of our stock repurchase program may fluctuate, and changes in cash flows, tax laws, and our stock price could also impact our stock repurchase program.

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

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

An unfavorable outcome in certain of these matters could result in a substantial increase in our tax expense.

Concern over climate change could also result in transition risks such as shifting customer preferences or regulatory changes.

For [removed: additional information, see Note 1] [added: further discussion regarding tax matters, including the status of income tax audits] and [added: the effects of tax holidays, see] Note [removed: 22] [added: 12] of the Notes to the Consolidated Financial Statements included in this [removed: report.][added: report.]

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

We refer to our fiscal years ended January [added: 30, 2026, January] 31, 2025, [removed: February 2, 2024,] and February [removed: 3, 2023] [added: 2, 2024] as “Fiscal [removed: 2025,”] [added: 2026,”] “Fiscal [removed: 2024,”] [added: 2025,”] and “Fiscal [removed: 2023,”] [added: 2024,”] respectively.

[removed: - *Infrastructure Solutions Group (“ISG”)* —] [added: As a result, our major product categories within] ISG [removed: includes] [added: include] our [added: AI-optimized] servers [added: offerings, our traditional servers] and networking [removed: offerings] [added: offerings,] and our storage offerings.

Our networking portfolio [added: 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.

[added: - *Storage* —] Our comprehensive storage portfolio includes modern and traditional storage [removed: solutions,] [added: solutions that span primary, unstructured and data protection offerings and are delivered through multiple architectures,] including [removed: all-flash arrays, scale-out file, object platforms, hyper-converged infrastructure,] [added: all-flash, purpose-built, software-defined,] and [removed: software-defined storage.][added: hyper-converged infrastructure platforms.]

[added: *Client Solutions Group (“CSG”)* —] Our CSG portfolio includes branded [removed: PCs,] [added: personal computers (“PCs”),] including notebooks, desktops, and workstations, branded peripherals, and third-party software and peripherals.

Our other businesses primarily consist of our [added: 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. [removed: (“Secureworks”).][added: (“Secureworks”) through the date of the sale of Secureworks as discussed below.]

[removed: The transaction was completed on] [added: On] February 3, 2025, [removed: subsequent to] the [removed: close] [added: sale] of [removed: the Company’s fiscal year ended January 31, 2025,] [added: 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 offer customers [removed: choice] [added: 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 [removed: as-a-Service, subscription,] utility, [added: subscription, as-a-Service,] leases, and loans, which allow our customers to pay over time and provide them with operational and financial flexibility.

[removed: *Fiscal 2025 Significant Developments* —] During Fiscal [removed: 2025,] [added: 2026,] we executed our strategy [removed: with strong] [added: and delivered exceptional] operating results, generating [added: significant] net revenue and operating income growth.

[removed: - *Macroeconomic environment:*] The demand environment was [added: also] strong for our [removed: servers and networking] [added: commercial] offerings, [removed: which contributed to overall] [added: resulting in moderate CSG] net revenue growth.

[removed: - *Demand] [added: *•Demand] for AI-optimized [removed: solutions:*] [added: servers:*] Our ISG business continued to benefit from [added: significant] increased demand for [added: our] AI-optimized [removed: solutions] [added: servers offerings] as customers continue to adopt and further integrate [removed: AI into their operations.][added: AI, resulting in a substantial increase in backlog as we exited the year.]

We expect [removed: demand] [added: ISG net revenue] growth [added: will be driven by increased demand] across our servers and networking [removed: offerings] [added: offerings, largely in our AI-optimized servers offerings,] and, to a lesser extent, our storage [removed: offerings, which we expect will result in ISG net revenue growth in Fiscal 2026.][added: offerings.]

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

Additionally, we expect a continued reduction of our Corporate and other net revenue [removed: as we] [added: due to offerings that are] no longer [removed: act as a distributor of VMware’s standalone products] [added: actively sold] and [removed: services.][added: businesses that have been divested.]

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

[added: *•Gross margin:*] We expect margin [added: growth, while balancing anticipated margin] rate pressure resulting from a continuing shift in mix towards our AI-optimized servers [removed: and a competitive environment.][added: offerings.]

[added: - *Operating expenses:*] We continue to advance our own capabilities to change the way we work and make decisions, improve business outcomes and the customer experience, and reduce costs by leveraging new technology and optimizing business processes.

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

We believe our unique operating advantages provide a foundation to foster [added: business] growth, [added: enable innovation,] drive efficiencies, and continue to position us for long-term success.

[removed: On] [added: *Relationship with VMware* — In] March [removed: 25,] 2024, [added: following the acquisition of VMware by Broadcom,] we terminated our Commercial Framework Agreement with VMware, [removed: which provided the framework under which] [added: whereby] we [removed: and VMware continued our commercial relationship following our spin-off] [added: acted as a distributor] of VMware [removed: on November 1, 2021.][added: standalone products and services.]

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

We continue to integrate and embed certain VMware products and services with [removed: selected Dell Technologies’ offerings to end-users, such as through] our VxRail [removed: solution.][added: solution for end-user customers.]

VMware was a related party until [removed: the date of] its acquisition by [removed: Broadcom.][added: Broadcom on November 22, 2023.]

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

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

[removed: Through] [added: By leveraging] our collaborative, customer-focused approach to innovation, we [removed: strive] [added: aim] to deliver [added: relevant] new and [removed: relevant] [added: next-generation] solutions and software to our customers [removed: quickly] [added: swiftly] and efficiently.

We [removed: continue to focus] [added: remain focused] on [added: expanding our] customer base [removed: expansion] and [added: enhancing] the lifetime value of [added: our] customer relationships.

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

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

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

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

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

*Recurring Revenue and Consumption Models* — We expect that our flexible consumption models will further strengthen our customer relationships and provide a foundation for [removed: growth in] recurring revenue.

However, we have a large global presence, generating approximately [removed: half] [added: 45% and 50%] of our net revenue from sales to customers outside of the United States during Fiscal [removed: 2025] [added: 2026] and Fiscal [removed: 2024.][added: 2025, respectively.]

[removed: *Other Macroeconomic Risks and Uncertainties* —] The impacts of trade protection measures, including [removed: increases] [added: changes] in tariffs and trade barriers, changes in government policies and international trade arrangements, geopolitical [removed: volatility,] [added: volatility associated with terrorism, military conflicts (including the Iran conflict),] and [added: other events, and] global macroeconomic [removed: conditions (including those in China)] [added: conditions, or uncertainty regarding the impact of proposed or future trade protection measures,] may affect our [removed: ability to conduct business] [added: results of operations] in some [removed: non-U.S.] markets.

In connection with our acquisition by merger of [removed: EMC, referred to as the “EMC merger transaction,” and the acquisition of Dell by Dell Technologies Inc., referred to as the “going-private transaction,”] [added: EMC Corporation in 2016,] all of the tangible and intangible assets and liabilities [removed: of EMC and Dell, respectively,] were accounted for and recognized at fair value on the transaction [removed: dates.][added: date.]

For other share-based awards, the fair value is generally based on the closing price of the Class C Common Stock as reported on the New York Stock Exchange on the date of [removed: grant.][added: grant or most recent preceding trading day if the grant date falls on a non-trading day.]

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.

All fiscal years presented included 52 weeks.

We refer to our fiscal year ending January 29, 2027 as “Fiscal 2027.”

*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.

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.

- *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.

- *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 major product categories within CSG include our commercial offerings and consumer offerings.

- *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.

- *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.

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.

- *Macroeconomic environment:* We experienced significant demand for our AI-optimized servers offerings and strong demand for our traditional servers and networking offerings, resulting in ISG net revenue growth and a shift in the mix of the business towards our ISG offerings.

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, which continues to drive variability in our revenue.

- *Technology refresh in core markets:* Within our ISG business, we continue to see customers modernize and consolidate their data centers as more customers transition to next-generation products, which contributed to strong demand and net revenue growth during the year within our traditional servers and networking offerings.

Additionally, within our CSG business, the PC refresh cycle is underway as customers continue to upgrade their devices, which has contributed to increased demand for our commercial offerings and moderate CSG net revenue growth.

- *Business modernization initiatives:* We continue to prioritize ongoing modernization initiatives to achieve greater efficiencies and streamline our processes, while also continuing to make strategic investments designed to enable growth and innovation.

These initiatives have resulted in a continued net reduction in our operating expenses.

We have the following expectations regarding our performance in Fiscal 2027:

- *Revenue:* We expect significant ISG and modest CSG net revenue growth.

Overall, while customers continue to reassess their priorities throughout the year driven by the dynamic commodity supply environment, we anticipate net revenue growth for the full fiscal year.

We anticipate notable inflation for component costs in Fiscal 2027 and continue to monitor the rapidly evolving commodity supply environment, leverage the agility and scale of our world-class supply chain, and seek to balance profitability and growth while maintaining disciplined pricing.

The results for this integrated offering are reflected within ISG.

We benefit from offering solutions that provide the foundation for AI, enabling organizations to store, protect, and manage data across environments for both traditional and AI workloads.

*CSG* *—* Our CSG offerings are an important element of our strategy, generating strong cash flow and opportunities for cross-selling of complementary solutions.

We maintain a broad presence across all segments of the PC market.

Our strategic focus is on driving share gain while balancing profitability across all segments, enhancing our product portfolio to address evolving customer needs, and expanding our presence across the broader PC ecosystem through branded peripherals.

*Other Macroeconomic Risks and Uncertainties* — During Fiscal 2026, a number of countries, including the United States, imposed or proposed tariffs on imports, and may continue to do so.

We continue to leverage the agility and scale of our world-class supply chain to mitigate impacts of trade protection measures and will continue to respond to changing market conditions as needed.

During Fiscal 2026, we recognized a $0.2 billion gain related to the sale of Secureworks.

| Amortization of intangibles | | | | | | | | | | | | | | | | | | | | | 162 | | | | | | | | | | | | 238 | | | | | | | | | | | | 331 | | |

| Amortization of intangibles | | | | | | | | | | | | | | | | | | | | | 497 | | | | | | | | | | | | 667 | | | | | | | | | | | | 833 | | |

| Stock-based compensation expense | | | | | | | | | | | | | | | | | | | | | 723 | | | | | | | | | | | | 785 | | | | | | | | | | | | 878 | | |

| | | | | | | | | | | | | | | | | | | | | | January 30, 2026 | | | | | | % Change | | | | | | January 31, 2025 | | | | | | % Change | | | | | | February 2, 2024 | | |

| Free cash flow | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | $ | 8,555 | | | | | | | | | | | 337 | | % | | | | $ | 1,958 | | | | | | | | | | | (67) | | % | | | | $ | 5,923 | | | | | | | |

During Fiscal 2026, operating income as a percentage of net revenue increased 70 basis points to 7.2%.

Operating income as a percentage of net revenue benefited from the favorable impact of a decline in operating expense rate as a result of strong net revenue growth coupled with continued disciplined cost management and, to a lesser extent, lower other corporate expenses.

The decrease reflected a decline in gross margin rate as a result of a shift in mix towards our AI-optimized servers offerings, which was largely offset by the favorable impact of a decline in operating expense rate as a result of strong net revenue growth coupled with continued disciplined cost management.

Cash provided by operating activities was $11.2 billion during Fiscal 2026 and was driven by net revenue growth, profitability, and working capital dynamics, partially offset by higher financing receivables.

Financing receivables and working capital were primarily affected by increased demand for our AI-optimized servers offerings.

This section of this Annual Report on Form 10-K generally discusses Fiscal 2025 and Fiscal 2024 items.

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

The revisions ensure comparability across all periods reflected herein.

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

Our server portfolio includes high-performance general-purpose and AI-optimized servers.

- *Client Solutions Group (“CSG”)* — CSG includes offerings designed for commercial and consumer customers.

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

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

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

As a result of the continued strong demand for our AI-optimized servers, backlog levels for such offerings remained elevated as we exited the fiscal year.

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

We experienced a modest increase in input costs, primarily driven by both component and logistics costs.

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

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

Input cost trends are dependent on the strength or weakness of actual end-user demand and supply dynamics, which will continue to fluctuate and ultimately impact our costs, pricing, and operating results.

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

We anticipate these actions will result in additional reductions in our overall headcount.

*Relationship with VMware* — On November 22, 2023, VMware was acquired by Broadcom, and subsequently announced changes to its go-to-market approach for VMware offerings that impacted our commercial relationship with VMware.

The results of such offerings are reflected within CSG or ISG, depending upon the nature of the underlying offering sold.

Cloud native applications are expected to continue to be a key trend in the infrastructure market.

We benefit from offering solutions that address software-defined storage, hyper-converged infrastructure, and modular solutions based on server-centric architectures.

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

We monitor and seek to mitigate these risks with adjustments to our manufacturing, supply chain, and distribution networks.

During Fiscal 2023, other corporate expenses also included $0.9 billion of net expense recognized within interest and other, net, in connection with an agreement to settle the Class V transaction litigation.

See Note 11 of the Notes to the Consolidated Financial Statements included in this report for information about this matter.

Transaction-related expenses typically consist of acquisition, integration, and divestitures related costs, primarily representing costs for legal, banking, consulting, and advisory services, and are expensed as incurred.

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

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

During Fiscal 2024, cash provided by operating activities was $8.7 billion, which was primarily driven by profitability coupled with strong inventory management and cash collections performance.

Cash provided by operating activities during Fiscal 2024 also reflected the impact of the $0.9 billion net payment to settle the Class V transaction litigation and $0.4 billion in proceeds from the sale of our U.S. consumer revolving customer receivables portfolio.

*Fiscal 2025 compared to Fiscal 2024*

See “Business Unit Results” for further information.

The increase was partially offset by a decrease in CSG product net revenue as a result of a decrease in the average selling prices of our CSG offerings and, to a lesser extent, a decline in units sold within our consumer offerings, as well as a decline in Corporate and other product net revenue as we no longer act as a distributor of standalone VMware offerings.

The increase in CSG services net revenue was primarily due to CSG third-party software support and maintenance as well as support and maintenance associated with products sold in prior periods.

Corporate and other services net revenue declined as we no longer act as a distributor of standalone VMware offerings.

*Fiscal 2024 compared to Fiscal 2023*

- *Product Net Revenue* — During Fiscal 2024, product net revenue decreased 19% due to declines in CSG product net revenue and, to a lesser extent, ISG product net revenue.

CSG product net revenue decreased primarily as a result of a decline in units sold, which impacted both our commercial and consumer offerings.

- *Services Net Revenue* — During Fiscal 2024, services net revenue increased 4%, driven primarily by growth within services net revenue attributable to CSG and Corporate and other.

The increase in services net revenue attributable to CSG was driven primarily by third-party software support and maintenance and hardware support and maintenance.

During Fiscal [removed: 2025,] [added: 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.

Based on the outstanding foreign currency hedge instruments of Dell Technologies, which include designated and non-designated instruments, there was a maximum potential one-day loss in fair value at a 95% confidence level of approximately [removed: $9] [added: $6] million as of January [removed: 31, 2025] [added: 30, 2026] and [removed: $15] [added: approximately $9] million as of [removed: February 2, 2024,] [added: January 31, 2025,] using a Value-at-Risk (“VAR”) model.

As of January [removed: 31, 2025,] [added: 30, 2026,] interest rate risk exposure is related to DFS borrowings.

[removed: As] [added: 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%.

[removed: By comparison, as] [added: As] of [removed: February 2, 2024,] [added: January 30, 2026,] borrowings exposed to interest rate fluctuations were [removed: $3.3 billion,] [added: $3.0 billion] relative to total borrowings of [removed: $26.0] [added: $31.5] billion, and accrued interest at an annual rate between [removed: 2.45%] [added: 2.96%] and [removed: 6.88%.][added: 4.82%.]

Based on this debt outstanding as of [removed: February 2, 2024,] [added: January 30, 2026,] a 100 basis point increase in interest rates would have resulted in an increase of approximately [removed: $33] [added: $30] million in annual interest expense.

As of January [removed: 31, 2025] [added: 30, 2026] and [removed: February 2, 2024,] [added: January 31, 2025,] we held strategic investments in non-marketable securities of [removed: $1.5] [added: $1.6] billion and [removed: $1.3] [added: $1.5] billion, respectively.

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

We offer customers choice in how they acquire our solutions, including [removed: traditional purchasing and a portfolio of offerings that provide both payment and consumption solutions, including as-a-Service, subscription,] utility, [added: subscription, as-a-Service,] leases, [added: loans,] and [removed: loans.][added: immediate pay models.]

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

[removed: *•Infrastructure] [added: *Infrastructure] Solutions Group (“ISG”)* — ISG enables our customers’ digital transformations with solutions that address AI, machine learning, data analytics, and multicloud environments.

[removed: Our] [added: As a result, our] major product categories within ISG are our [added: AI-optimized] servers [added: offerings, traditional servers] and networking [removed: offerings] [added: offerings,] and storage offerings.

[removed: Our] [added: - *AI-optimized servers* — We offer a specialized portfolio of] AI-optimized servers [removed: are] designed to [removed: run high-value] [added: handle the most demanding compute-intensive] workloads, including AI model training, fine-tuning, and inferencing.

Our networking portfolio helps our business customers transform and modernize their infrastructure, complementing our [removed: server and] storage [removed: solutions.][added: and AI-optimized and traditional servers offerings.]

[added: - *Storage* —] Our comprehensive storage portfolio includes modern and traditional storage [removed: solutions,] [added: solutions that span primary, unstructured, and data protection offerings that are delivered through multiple architectures,] including [removed: all-flash arrays, scale-out file, object platforms, hyper-converged infrastructure,] [added: all-flash, purpose-built, software-defined,] and [removed: software-defined storage.][added: hyper-converged infrastructure platforms.]

Approximately [removed: 60%] [added: 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”).

[removed: *•Client] [added: *Client] Solutions Group (“CSG”)* — CSG offers branded [removed: PCs,] [added: 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.

[added: - *Commercial* —] Our commercial portfolio provides [removed: our] customers with solutions centered on flexibility to address their complex needs such as IT modernization, hybrid work transformation, and other critical areas.

[added: - *Consumer* —] Our consumer portfolio [removed: primarily focuses on high-end consumer and gaming offerings, providing our] [added: provides] customers with [added: solutions ranging from essential computing, connectivity, and productivity needs of the everyday user to] powerful performance, processing, and end-user [removed: experiences.][added: experiences in high-end consumer and gaming offerings.]

Our other [removed: businesses, described below,] [added: businesses] primarily consist of our [added: 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. [removed: (“Secureworks”).][added: (“Secureworks”) through the date of the sale of Secureworks as discussed below.]

On November 22, 2023, VMware was acquired by [removed: Broadcom,] [added: Broadcom Inc. (“Broadcom”),] and subsequently announced changes to its go-to-market approach for VMware offerings that impacted our commercial relationship with VMware.

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

We continue to integrate and embed certain VMware products and services with [removed: selected Dell Technologies’ offerings to end-users.][added: our VxRail solution for end-user customers.]

[removed: The] [added: *•Secureworks* is a global cybersecurity provider of technology-driven security] solutions [removed: offered by Secureworks] [added: 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.

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

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

DFS funded [removed: $8.4] [added: $11.9] billion of originations in Fiscal [removed: 2025] [added: 2026] and as of January [removed: 31, 2025] [added: 30, 2026] maintains [removed: an $11.2] [added: a $14.3] billion global portfolio of financing receivables with a strong credit quality.

We have a global R&D presence, with total R&D expenses of $3.1 billion for [added: both] Fiscal [removed: 2025,] [added: 2026] and [added: Fiscal 2025 and] $2.8 billion for [removed: both] Fiscal [removed: 2024 and Fiscal 2023.][added: 2024.]

These investments reflect our commitment to innovation that [removed: aim] [added: aims] to create the right solutions to help our customers build their digital future and transform their businesses.

We held strategic investments in non-marketable securities of [removed: $1.5] [added: $1.6] billion and [removed: $1.3] [added: $1.5] billion as of January [removed: 31, 2025] [added: 30, 2026] and [removed: February 2, 2024,] [added: January 31, 2025,] respectively.

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

[removed: We] [added: Additionally, we] maintain a Supplier Code of [removed: Conduct,] [added: Conduct and] actively manage recycling processes for our returned [removed: products, and are certified by the Environmental Protection Agency as a Smartway Transport Partner.][added: products.]

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 [removed: components.”] [added: components”] for information about the risks associated with Dell Technologies’ use of single- or limited-source suppliers.

[removed: During Fiscal 2024, while] [added: While] our supply chain operated efficiently at standard lead times, [added: during both Fiscal 2025 and Fiscal 2026, increasing] demand for [added: our] AI-optimized servers [removed: outpaced the supply of graphics processing units (“GPUs”), resulting in elevated backlog levels for such] offerings [removed: as we exited the fiscal year.][added: continued to drive backlog growth.]

[removed: We compete based on] [added: Our competitive advantages — including] our [removed: ability] [added: end-to-end solutions portfolio, go-to-market capabilities, supply chain, and global services — enable us] to [removed: offer] [added: 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 believe that our strong relationships with our [removed: customers and] [added: customers,] channel [removed: partners] [added: partners, and suppliers] allow us to respond quickly to changing customer needs and other macroeconomic factors.

Competitive pressures could increase if customers choose to move existing workloads to these [removed: Infrastructure-as-a-Service] providers.

We generally organize our go-to-market operations with a focus on geographic and customer segments [removed: which] [added: that] encompass large global and national enterprises, governmental agencies and other public institutions, educational institutions, healthcare organizations, small and medium-sized businesses, and consumers.

During Fiscal [removed: 2025,] [added: 2026,] our other sales channels generated approximately [removed: 50%] [added: 40%] of our net revenue.

As of January [removed: 31, 2025,] [added: 30, 2026,] we held a worldwide portfolio of [removed: 24,351] [added: 25,859] granted patents and [removed: 8,424] [added: 8,189] pending patent applications.

We were not assessed any material environmental fines, nor did we have any material environmental remediation or other environmental costs, during Fiscal [removed: 2025.][added: 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 [removed: laws] [added: laws,] and embargoes imposed by the U.S. government.

[removed: - *Circular Economy* —] We embed circularity principles throughout our value chain.

By integrating sustainable practices with suppliers, customers, and [added: other] stakeholders, we advance a circular economy that improves resource efficiency and environmental benefits, reinforcing our [removed: leadership in] [added: commitment to] sustainability.

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

We are taking action to mitigate [removed: climate change,] [added: 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 [removed: climate change] [added: climate-related risks] by managing greenhouse gas emissions across our operations, supply chain, and product [removed: lifecycle, with a goal to achieve net zero emissions across scopes 1, 2, and 3 by 2050.][added: lifecycle.]

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.

We provide a comprehensive portfolio of advanced infrastructure solutions designed to help customers simplify, streamline, and automate IT operations.

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.

- *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.

On March 25, 2024, we terminated our Commercial Framework Agreement with VMware, whereby we acted as a distributor of VMware standalone products and services.

The results for this integrated offering are reflected within ISG.

On February 3, 2025, Secureworks was acquired by Sophos Inc., an affiliate of Thoma Bravo, L.P.

Our world-class supply chain operates at significant scale and provides us with the ability to remain agile in a variety of environments.

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.

Corporate Impact Activities

Our commitments span the environment, our own workforce, and all of the people in our value chain.

Environment

*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.

While a number of our programs are global, many benefits align with local requirements and market relevancy.

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.

| Peter Trizzino | | | | | | 53 | | | | | | President, Global Sales | | |

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.

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.

*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.

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

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

ISG helps customers simplify, streamline, and automate IT operations.

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

On March 25, 2024, we terminated our Commercial Framework Agreement with VMware, which provided the framework under which we and VMware continued our commercial relationship following our spin-off of VMware on November 1, 2021.

The results of such offerings are reflected within CSG or ISG, depending upon the nature of the underlying offering sold.

*•Secureworks* (NASDAQ: SCWX) is a global cybersecurity provider of technology-driven security solutions singularly focused on protecting its customers by outpacing and outmaneuvering the adversary.

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

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

Our business model generally gives us the flexibility to optimize product backlog including by expediting shipping or prioritizing customer orders for products that have shorter lead times.

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

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

Sustainability and Environmental, Social, and Governance Activities

Dell Technologies is committed to progressing towards the goals set forth in our plan for 2030 and beyond, which we refer to as our 2030 goals.

We are using these goals to help build our business, promote long-term shareholder value creation, and guide our societal impact strategies over the next decade.

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

- *Digital Inclusion* — We endeavor to harness the power of technology, our scale, and our expertise to create a digital future that works for all.

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

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

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

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

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

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

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

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

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

Dell Technologies continuously measures and shares updates on our progress in our annually released reports.

For a more comprehensive view into our approach, commitments, and key initiatives, see our ESG annual report available on our website.

*Diversity and Inclusion* — At Dell Technologies, we believe wide-ranging perspectives are powerful.

Our pillar on cultivating inclusion highlights how our human capital resources are vital to serving our customer base, our societal impact, and long-term business success.

We believe that a workforce diverse in experience and background drives innovation and growth — not only is it our competitive advantage, it is critical to meeting future business needs and ensuring that diverse perspectives reflect our global customer base.

Additional information on our aspirational 2030 goals and workforce demographics is included in our annual ESG report.

*Achievement Through Learning, Development, and Competitive Compensation and Rewards* — We have designed market competitive compensation programs to inspire employees to do their best work for our customers and the growth of our business.

These merit, bonus, and long-term incentive programs help us foster our culture of high performance while attracting and retaining critical talent and skill sets.

Through our comprehensive rewards programs, we are committed to equal pay.

We believe people should be fairly compensated for the value they deliver to our customers and other stakeholders.

*Balance and Wellness* — We offer a competitive and comprehensive benefits package and strive to provide the best choice and value at the best cost.

We recognize that looking after the well-being of people in our supply chain is important and have various objectives for our work in this area, including:

- providing healthy work environments;

- delivering future-ready skills development for employees in our supply chain; and

| | | | | | | For the fiscal year ended | | | January [removed: 31, 2025] [added: 30, 2026] | | | | | |

As of August [removed: 2, 2024,] [added: 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 [removed: $29.2] [added: $39.2] billion (based on the closing price of [removed: $102.29] [added: $127.32] per share of Class C Common Stock reported on the New York Stock Exchange on that date).

As of March [removed: 17, 2025,] [added: 9, 2026,] there were [removed: 697,840,821] [added: 645,748,451] shares of the registrant’s common stock outstanding, consisting of [removed: 358,710,357] [added: 318,358,135] outstanding shares of Class C Common Stock, [removed: 276,762,341] [added: 276,744,341] outstanding shares of Class A Common Stock, and [removed: 62,368,123] [added: 50,645,975] outstanding shares of Class B Common Stock.

The information required by Part III of this report, to the extent not set forth herein, is incorporated by reference from the registrant’s proxy statement relating to its annual meeting of stockholders to be held in [removed: 2025.][added: 2026.]

This report contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 [added: (the “Securities Act”)] and Section 21E of the Securities Exchange Act of [removed: 1934.][added: 1934 (the “Exchange Act”).]

Our expectations expressed or implied in these forward-looking statements may [removed: not] turn out [added: not] to be correct.

| [Item [removed: 1A.](#ib762dd1709394243afecfaaebb63008b_187)] [added: 1A.](#ieecfa9cdffdd430cb1da4c02ab2461d3_178)] | | | [Risk [removed: Factors](#ib762dd1709394243afecfaaebb63008b_187)] [added: Factors](#ieecfa9cdffdd430cb1da4c02ab2461d3_178)] | | | [removed: [17](#ib762dd1709394243afecfaaebb63008b_187)] [added: [16](#ieecfa9cdffdd430cb1da4c02ab2461d3_178)] | | |

| [Item [removed: 1B.](#ib762dd1709394243afecfaaebb63008b_166)] [added: 1B.](#ieecfa9cdffdd430cb1da4c02ab2461d3_238)] | | | [Unresolved Staff [removed: Comments](#ib762dd1709394243afecfaaebb63008b_166)] [added: Comments](#ieecfa9cdffdd430cb1da4c02ab2461d3_238)] | | | [removed: [32](#ib762dd1709394243afecfaaebb63008b_166)] [added: [31](#ieecfa9cdffdd430cb1da4c02ab2461d3_238)] | | |

| [Item [removed: 1C.](#ib762dd1709394243afecfaaebb63008b_169)] [added: 1C.](#ieecfa9cdffdd430cb1da4c02ab2461d3_241)] | | | [removed: [Cybersecurity](#ib762dd1709394243afecfaaebb63008b_169)] [added: [Cybersecurity](#ieecfa9cdffdd430cb1da4c02ab2461d3_241)] | | | [removed: [33](#ib762dd1709394243afecfaaebb63008b_169)] [added: [31](#ieecfa9cdffdd430cb1da4c02ab2461d3_241)] | | |

| [removed: [Item](#ib762dd1709394243afecfaaebb63008b_181) [3](#ib762dd1709394243afecfaaebb63008b_181)[.](#ib762dd1709394243afecfaaebb63008b_181)] [added: [Item 3.](#ieecfa9cdffdd430cb1da4c02ab2461d3_172)] | | | [Legal [removed: Proceedings](#ib762dd1709394243afecfaaebb63008b_181)] [added: Proceedings](#ieecfa9cdffdd430cb1da4c02ab2461d3_172)] | | | [removed: [35](#ib762dd1709394243afecfaaebb63008b_181)] [added: [33](#ieecfa9cdffdd430cb1da4c02ab2461d3_172)] | | |

| [Item [removed: 4.](#ib762dd1709394243afecfaaebb63008b_175)] [added: 4.](#ieecfa9cdffdd430cb1da4c02ab2461d3_247)] | | | [Mine Safety [removed: Disclosures](#ib762dd1709394243afecfaaebb63008b_175)] [added: Disclosures](#ieecfa9cdffdd430cb1da4c02ab2461d3_247)] | | | [removed: [35](#ib762dd1709394243afecfaaebb63008b_175)] [added: [33](#ieecfa9cdffdd430cb1da4c02ab2461d3_247)] | | |

| [Item [removed: 5.](#ib762dd1709394243afecfaaebb63008b_208)] [added: 5.](#ieecfa9cdffdd430cb1da4c02ab2461d3_184)] | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#ib762dd1709394243afecfaaebb63008b_208)] [added: Securities](#ieecfa9cdffdd430cb1da4c02ab2461d3_184)] | | | [removed: [36](#ib762dd1709394243afecfaaebb63008b_208)] [added: [34](#ieecfa9cdffdd430cb1da4c02ab2461d3_184)] | | |

| [removed: [Item](#ib762dd1709394243afecfaaebb63008b_127) [7](#ib762dd1709394243afecfaaebb63008b_127)[.](#ib762dd1709394243afecfaaebb63008b_127)] [added: [Item 7.](#ieecfa9cdffdd430cb1da4c02ab2461d3_130)] | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#ib762dd1709394243afecfaaebb63008b_127)] [added: Operations](#ieecfa9cdffdd430cb1da4c02ab2461d3_130)] | | | [removed: [39](#ib762dd1709394243afecfaaebb63008b_127)] [added: [37](#ieecfa9cdffdd430cb1da4c02ab2461d3_130)] | | |

| [removed: [Item](#ib762dd1709394243afecfaaebb63008b_157) [7A](#ib762dd1709394243afecfaaebb63008b_157)[.](#ib762dd1709394243afecfaaebb63008b_157)] [added: [Item 7A.](#ieecfa9cdffdd430cb1da4c02ab2461d3_2086)] | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#ib762dd1709394243afecfaaebb63008b_157)] [added: Risk](#ieecfa9cdffdd430cb1da4c02ab2461d3_2086)] | | | [removed: [71](#ib762dd1709394243afecfaaebb63008b_157)] [added: [64](#ieecfa9cdffdd430cb1da4c02ab2461d3_2086)] | | |

| [Item [removed: 8.](#ib762dd1709394243afecfaaebb63008b_19)] [added: 8.](#ieecfa9cdffdd430cb1da4c02ab2461d3_22)] | | | [Financial Statements and Supplementary [removed: Data](#ib762dd1709394243afecfaaebb63008b_19)] [added: Data](#ieecfa9cdffdd430cb1da4c02ab2461d3_22)] | | | [removed: [73](#ib762dd1709394243afecfaaebb63008b_19)] [added: [66](#ieecfa9cdffdd430cb1da4c02ab2461d3_22)] | | |

| [Item [removed: 9.](#ib762dd1709394243afecfaaebb63008b_217)] [added: 9.](#ieecfa9cdffdd430cb1da4c02ab2461d3_232)] | | | [Changes in and Disagreements With Accountants on Accounting and Financial [removed: Disclosure](#ib762dd1709394243afecfaaebb63008b_217)] [added: Disclosure](#ieecfa9cdffdd430cb1da4c02ab2461d3_232)] | | | [removed: [151](#ib762dd1709394243afecfaaebb63008b_217)] [added: [139](#ieecfa9cdffdd430cb1da4c02ab2461d3_232)] | | |

| [Item [removed: 9C.](#ib762dd1709394243afecfaaebb63008b_202)] [added: 9C.](#ieecfa9cdffdd430cb1da4c02ab2461d3_250)] | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#ib762dd1709394243afecfaaebb63008b_202)] [added: Inspections](#ieecfa9cdffdd430cb1da4c02ab2461d3_250)] | | | [removed: [153](#ib762dd1709394243afecfaaebb63008b_202)] [added: [141](#ieecfa9cdffdd430cb1da4c02ab2461d3_250)] | | |

| [PART [removed: III](#ib762dd1709394243afecfaaebb63008b_223)] [added: IV](#ieecfa9cdffdd430cb1da4c02ab2461d3_223)] | | | | | | | | |

| [Item [removed: 10.](#ib762dd1709394243afecfaaebb63008b_226)] [added: 10.](#ieecfa9cdffdd430cb1da4c02ab2461d3_208)] | | | [Directors, Executive Officers and Corporate [removed: Governance](#ib762dd1709394243afecfaaebb63008b_226)] [added: Governance](#ieecfa9cdffdd430cb1da4c02ab2461d3_208)] | | | [removed: [153](#ib762dd1709394243afecfaaebb63008b_226)] [added: [141](#ieecfa9cdffdd430cb1da4c02ab2461d3_208)] | | |

| [Item [removed: 11.](#ib762dd1709394243afecfaaebb63008b_229)] [added: 11.](#ieecfa9cdffdd430cb1da4c02ab2461d3_211)] | | | [Executive [removed: Compensation](#ib762dd1709394243afecfaaebb63008b_229)] [added: Compensation](#ieecfa9cdffdd430cb1da4c02ab2461d3_211)] | | | [removed: [154](#ib762dd1709394243afecfaaebb63008b_229)] [added: [142](#ieecfa9cdffdd430cb1da4c02ab2461d3_211)] | | |

| [Item [removed: 12.](#ib762dd1709394243afecfaaebb63008b_232)] [added: 12.](#ieecfa9cdffdd430cb1da4c02ab2461d3_214)] | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#ib762dd1709394243afecfaaebb63008b_232)] [added: Matters](#ieecfa9cdffdd430cb1da4c02ab2461d3_214)] | | | [removed: [154](#ib762dd1709394243afecfaaebb63008b_232)] [added: [142](#ieecfa9cdffdd430cb1da4c02ab2461d3_214)] | | |

| [Item [removed: 13.](#ib762dd1709394243afecfaaebb63008b_235)] [added: 13.](#ieecfa9cdffdd430cb1da4c02ab2461d3_217)] | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#ib762dd1709394243afecfaaebb63008b_235)] [added: Independence](#ieecfa9cdffdd430cb1da4c02ab2461d3_217)] | | | [removed: [154](#ib762dd1709394243afecfaaebb63008b_235)] [added: [142](#ieecfa9cdffdd430cb1da4c02ab2461d3_217)] | | |

| [Item [removed: 14.](#ib762dd1709394243afecfaaebb63008b_238)] [added: 14.](#ieecfa9cdffdd430cb1da4c02ab2461d3_220)] | | | [Principal Accountant Fees and [removed: Services](#ib762dd1709394243afecfaaebb63008b_238)] [added: Services](#ieecfa9cdffdd430cb1da4c02ab2461d3_220)] | | | [removed: [154](#ib762dd1709394243afecfaaebb63008b_238)] [added: [142](#ieecfa9cdffdd430cb1da4c02ab2461d3_220)] | | |

| [removed: [Item](#ib762dd1709394243afecfaaebb63008b_205) [15](#ib762dd1709394243afecfaaebb63008b_205)[.](#ib762dd1709394243afecfaaebb63008b_205)] [added: [Item 15.](#ieecfa9cdffdd430cb1da4c02ab2461d3_196)] | | | [Exhibits and Financial Statement [removed: Schedules](#ib762dd1709394243afecfaaebb63008b_205)] [added: Schedules](#ieecfa9cdffdd430cb1da4c02ab2461d3_196)] | | | [removed: [155](#ib762dd1709394243afecfaaebb63008b_205)] [added: [143](#ieecfa9cdffdd430cb1da4c02ab2461d3_196)] | | |

| [Item [removed: 16.](#ib762dd1709394243afecfaaebb63008b_244)] [added: 16.](#ieecfa9cdffdd430cb1da4c02ab2461d3_226)] | | | [Form 10-K [removed: Summary](#ib762dd1709394243afecfaaebb63008b_244)] [added: Summary](#ieecfa9cdffdd430cb1da4c02ab2461d3_226)] | | | [removed: [162](#ib762dd1709394243afecfaaebb63008b_244)] [added: [150](#ieecfa9cdffdd430cb1da4c02ab2461d3_226)] | | |

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 [removed: subsidiaries, references to “Dell” mean Dell Inc. and Dell Inc.’s consolidated subsidiaries, and references to “EMC” mean EMC Corporation and EMC Corporation’s consolidated] subsidiaries.

We refer to our fiscal years ended January [added: 30, 2026, January] 31, 2025, [removed: February 2, 2024,] and February [removed: 3, 2023] [added: 2, 2024] as “Fiscal [removed: 2025,”] [added: 2026,”] “Fiscal [removed: 2024,”] [added: 2025,”] and “Fiscal [removed: 2023,”] [added: 2024,”] respectively.

[removed: Both] Fiscal [removed: 2025] [added: 2026, Fiscal 2025,] and Fiscal 2024 [added: each] included 52 [removed: weeks, while Fiscal 2023 included 53] weeks.

| [PART I](#ieecfa9cdffdd430cb1da4c02ab2461d3_1099511629689) | | | | | | | | |

| [Item 1.](#ieecfa9cdffdd430cb1da4c02ab2461d3_235) | | | [Business](#ieecfa9cdffdd430cb1da4c02ab2461d3_235) | | | [5](#ieecfa9cdffdd430cb1da4c02ab2461d3_235) | | |

| [Item 2.](#ieecfa9cdffdd430cb1da4c02ab2461d3_244) | | | [Properties](#ieecfa9cdffdd430cb1da4c02ab2461d3_244) | | | [33](#ieecfa9cdffdd430cb1da4c02ab2461d3_244) | | |

| [PART II](#ieecfa9cdffdd430cb1da4c02ab2461d3_166) | | | | | | | | |

| [Item 6.](#ieecfa9cdffdd430cb1da4c02ab2461d3_229) | | | [\[Reserved\]](#ieecfa9cdffdd430cb1da4c02ab2461d3_229) | | | [36](#ieecfa9cdffdd430cb1da4c02ab2461d3_229) | | |

| [Item 9A.](#ieecfa9cdffdd430cb1da4c02ab2461d3_163) | | | [Controls and Procedures](#ieecfa9cdffdd430cb1da4c02ab2461d3_163) | | | [139](#ieecfa9cdffdd430cb1da4c02ab2461d3_163) | | |

| [Item 9B.](#ieecfa9cdffdd430cb1da4c02ab2461d3_187) | | | [Other Information](#ieecfa9cdffdd430cb1da4c02ab2461d3_187) | | | [141](#ieecfa9cdffdd430cb1da4c02ab2461d3_187) | | |

| [PART III](#ieecfa9cdffdd430cb1da4c02ab2461d3_205) | | | | | | | | |

| [Signatures](#ieecfa9cdffdd430cb1da4c02ab2461d3_199) | | | | | | [151](#ieecfa9cdffdd430cb1da4c02ab2461d3_199) | | |

PART I — FINANCIAL INFORMATION

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

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

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

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

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

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

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

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

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

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

PART I

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

We could be adversely affected by cybersecurity incidents affecting our systems or the systems of our [removed: suppliers] [added: suppliers, customers,] and other third-party service providers.

The Board of Directors meets with our CSO or his delegate [removed: annually] [added: bi-annually] to review significant cybersecurity risks as well as cybersecurity priorities and focus areas for the upcoming fiscal year.

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

As of January [removed: 31, 2025,] [added: 30, 2026,] as shown in the following table, we owned or leased [removed: 18.3] [added: 18.2] million square feet of office, manufacturing, and warehouse space worldwide:

| International facilities | | | 4.2 | | | | | | [removed: 5.9] [added: 5.8] | | |

| Total (a) | | | 11.4 | | | | | | [removed: 6.9] [added: 6.8] | | |

(a)Includes [removed: 1.7] [added: 1.5] million square feet of subleased or vacant space.

As of January [removed: 31, 2025,] [added: 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.

Because of the interrelation of the products and services offered in each of our segments, we generally do not designate our properties to [removed: any] [added: either] segment.

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

No shares of our Class D Common Stock were outstanding as of January [removed: 31, 2025.][added: 30, 2026.]

As of March [removed: 17, 2025,] [added: 9, 2026,] there were [removed: 3,714] [added: 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.

During Fiscal [removed: 2025,] [added: 2026,] we paid the following quarterly dividends:

During the fiscal year ended January [removed: 31, 2025,] [added: 30, 2026,] we also paid an immaterial amount of dividend equivalents on eligible vested equity awards which are not included above.

On February [removed: 27, 2025,] [added: 26, 2026,] we announced that the Board of Directors approved [removed: an 18%] [added: a 20%] increase in the dividend rate to [removed: $0.525] [added: $0.63] per share per fiscal quarter beginning in the first quarter of the fiscal year ending January [removed: 30, 2026.][added: 29, 2027.]

The following table presents information with respect to our purchases of Class C Common Stock during the fourth quarter of Fiscal [removed: 2025.][added: 2026.]

On September 23, 2021, our Board of Directors approved a stock repurchase program with no fixed expiration date under which we may repurchase [removed: up to $5 billion of shares] [added: a specified dollar value] of Class C Common Stock, exclusive of any fees, commissions, or other expenses related to such repurchases.

[removed: On October 5, 2023 and February 27, 2025, subsequent to the close] [added: As] of [removed: Fiscal 2025,] [added: January 30, 2026,] our Board of Directors authorized [removed: additional shares for repurchase under] the [removed: stock] repurchase [removed: program] of [removed: $5] [added: up to $20] billion [added: of Class C Common Stock] and [added: on February 26, 2026, subsequent to the close of Fiscal 2026, authorized an additional] $10 [removed: billion, respectively.][added: billion of Class C Common Stock for repurchase.]

Following the February [removed: 27, 2025] [added: 26, 2026] approval, we had approximately [removed: $11.5] [added: $15.2] billion of authorized shares remaining [added: for repurchase] under the program.

The following graph compares the cumulative total return on the Company’s Class C Common Stock for the period from January [removed: 31, 2020] [added: 29, 2021] through January [removed: 31, 2025] [added: 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 [removed: 31, 2020] [added: 29, 2021] in the Class C Common Stock and in each of the foregoing indices and assumes reinvestment of dividends, if any.

[removed: ][added: ]

| | | | | | | January [removed: 31, 2020 | | | | | | January] 29, 2021 | | | | | | January 28, 2022 | | | | | | February 3, 2023 | | | | | | February 2, 2024 | | | | | | January 31, 2025 | | | [added: | | | January 30, 2026 | | |]

| 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 | |

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.

| 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 | | | | | | | | |

| 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 | |

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

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

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

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

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

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

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

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

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

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

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

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

| [Report of Independent Registered Public Accounting Firm (Public Company Accounting Oversight Board [removed: ID:](#ib762dd1709394243afecfaaebb63008b_22) 238[)](#ib762dd1709394243afecfaaebb63008b_22)] [added: ID:](#ieecfa9cdffdd430cb1da4c02ab2461d3_25) 238[)](#ieecfa9cdffdd430cb1da4c02ab2461d3_25)] | | | [removed: [74](#ib762dd1709394243afecfaaebb63008b_22)] [added: [67](#ieecfa9cdffdd430cb1da4c02ab2461d3_25)] | | |

| [Consolidated Statements of Financial Position as [removed: of] [added: of](#ieecfa9cdffdd430cb1da4c02ab2461d3_28) [January 30, 2026](#ieecfa9cdffdd430cb1da4c02ab2461d3_28) [and] January 31, [removed: 2025 and February 2, 2024](#ib762dd1709394243afecfaaebb63008b_25)] [added: 2025](#ieecfa9cdffdd430cb1da4c02ab2461d3_28)] | | | [removed: [76](#ib762dd1709394243afecfaaebb63008b_25)] [added: [69](#ieecfa9cdffdd430cb1da4c02ab2461d3_28)] | | |

| [Consolidated Statements of Income for [removed: the fiscal years ended] [added: the](#ieecfa9cdffdd430cb1da4c02ab2461d3_31) [fiscal years](#ieecfa9cdffdd430cb1da4c02ab2461d3_31) [ended] January [added: 30, 2026, January] 31, 2025, [removed: February] [added: and](#ieecfa9cdffdd430cb1da4c02ab2461d3_31) [February] 2, [removed: 2024, and February 3, 2023](#ib762dd1709394243afecfaaebb63008b_28)] [added: 2024](#ieecfa9cdffdd430cb1da4c02ab2461d3_31)] | | | [removed: [77](#ib762dd1709394243afecfaaebb63008b_28)] [added: [70](#ieecfa9cdffdd430cb1da4c02ab2461d3_31)] | | |

| [Consolidated Statements of Comprehensive Income for [removed: the](#ib762dd1709394243afecfaaebb63008b_34)] [added: the](#ieecfa9cdffdd430cb1da4c02ab2461d3_37)] [fiscal [removed: year](#ib762dd1709394243afecfaaebb63008b_34)[s ended](#ib762dd1709394243afecfaaebb63008b_34) [January 3](#ib762dd1709394243afecfaaebb63008b_34)[1, 202](#ib762dd1709394243afecfaaebb63008b_34)[5](#ib762dd1709394243afecfaaebb63008b_34)[,] [added: years](#ieecfa9cdffdd430cb1da4c02ab2461d3_37) [ended January 30, 2026, January 31, 2025, and] February 2, [removed: 20](#ib762dd1709394243afecfaaebb63008b_34)[24, and Febr](#ib762dd1709394243afecfaaebb63008b_34)[uary 3, 2023](#ib762dd1709394243afecfaaebb63008b_34)] [added: 2024](#ieecfa9cdffdd430cb1da4c02ab2461d3_37)] | | | [removed: [78](#ib762dd1709394243afecfaaebb63008b_34)] [added: [71](#ieecfa9cdffdd430cb1da4c02ab2461d3_37)] | | |

| [Consolidated Statements of Cash Flows for [removed: the](#ib762dd1709394243afecfaaebb63008b_37)] [added: the](#ieecfa9cdffdd430cb1da4c02ab2461d3_40)] [fiscal [removed: year](#ib762dd1709394243afecfaaebb63008b_37)[s ended](#ib762dd1709394243afecfaaebb63008b_37) [January 31,2025, February 2, 2024](#ib762dd1709394243afecfaaebb63008b_37)[,] [added: years](#ieecfa9cdffdd430cb1da4c02ab2461d3_40) [ended January 30, 2026, January 31, 2025,] and February [removed: 3,](#ib762dd1709394243afecfaaebb63008b_37)[2023](#ib762dd1709394243afecfaaebb63008b_37)] [added: 2, 2024](#ieecfa9cdffdd430cb1da4c02ab2461d3_40)] | | | [removed: [79](#ib762dd1709394243afecfaaebb63008b_37)] [added: [72](#ieecfa9cdffdd430cb1da4c02ab2461d3_40)] | | |

| [Consolidated Statements of Stockholders’ Equity (Deficit) for [removed: the](#ib762dd1709394243afecfaaebb63008b_40)] [added: the](#ieecfa9cdffdd430cb1da4c02ab2461d3_46)] [fiscal [removed: year](#ib762dd1709394243afecfaaebb63008b_40)[s ended](#ib762dd1709394243afecfaaebb63008b_40) [January 31](#ib762dd1709394243afecfaaebb63008b_40)[, 202](#ib762dd1709394243afecfaaebb63008b_40)[5](#ib762dd1709394243afecfaaebb63008b_40)[,] [added: years](#ieecfa9cdffdd430cb1da4c02ab2461d3_46) [ended January 30, 2026, January 31, 2025, and] February [removed: 2](#ib762dd1709394243afecfaaebb63008b_40)[, 2024](#ib762dd1709394243afecfaaebb63008b_40)[, and](#ib762dd1709394243afecfaaebb63008b_40) [](#ib762dd1709394243afecfaaebb63008b_40)[February](#ib762dd1709394243afecfaaebb63008b_40) [3, 2023](#ib762dd1709394243afecfaaebb63008b_40)] [added: 2, 2024](#ieecfa9cdffdd430cb1da4c02ab2461d3_46)] | | | [removed: [80](#ib762dd1709394243afecfaaebb63008b_40)] [added: [73](#ieecfa9cdffdd430cb1da4c02ab2461d3_46)] | | |

| [Notes to [removed: the](#ib762dd1709394243afecfaaebb63008b_46)] [added: the](#ieecfa9cdffdd430cb1da4c02ab2461d3_49)] [Consolidated Financial [removed: Statements](#ib762dd1709394243afecfaaebb63008b_46)] [added: Statements](#ieecfa9cdffdd430cb1da4c02ab2461d3_49)] | | | [removed: [83](#ib762dd1709394243afecfaaebb63008b_46)] [added: [76](#ieecfa9cdffdd430cb1da4c02ab2461d3_49)] | | |

| [Note 1 — Overview and Basis of [removed: Presentation](#ib762dd1709394243afecfaaebb63008b_49)] [added: Presentation](#ieecfa9cdffdd430cb1da4c02ab2461d3_52)] | | | [removed: [83](#ib762dd1709394243afecfaaebb63008b_49)] [added: [76](#ieecfa9cdffdd430cb1da4c02ab2461d3_52)] | | |

| [Note 2 — Summary of Significant Accounting [removed: Policies](#ib762dd1709394243afecfaaebb63008b_52)] [added: Policies](#ieecfa9cdffdd430cb1da4c02ab2461d3_55)] | | | [removed: [86](#ib762dd1709394243afecfaaebb63008b_52)] [added: [77](#ieecfa9cdffdd430cb1da4c02ab2461d3_55)] | | |

| [removed: [Note](#ib762dd1709394243afecfaaebb63008b_55) [3](#ib762dd1709394243afecfaaebb63008b_55)] [added: [Note](#ieecfa9cdffdd430cb1da4c02ab2461d3_58) [3](#ieecfa9cdffdd430cb1da4c02ab2461d3_58)] [— Fair Value [removed: Measurements](#ib762dd1709394243afecfaaebb63008b_55)] [added: Measurements](#ieecfa9cdffdd430cb1da4c02ab2461d3_58)] | | | [removed: [96](#ib762dd1709394243afecfaaebb63008b_55)] [added: [88](#ieecfa9cdffdd430cb1da4c02ab2461d3_58)] | | |

| [removed: [Note](#ib762dd1709394243afecfaaebb63008b_58) [4](#ib762dd1709394243afecfaaebb63008b_58)] [added: [Note](#ieecfa9cdffdd430cb1da4c02ab2461d3_61) [4](#ieecfa9cdffdd430cb1da4c02ab2461d3_61)] [— [removed: Investments](#ib762dd1709394243afecfaaebb63008b_58)] [added: Investments](#ieecfa9cdffdd430cb1da4c02ab2461d3_61)] | | | [removed: [98](#ib762dd1709394243afecfaaebb63008b_58)] [added: [90](#ieecfa9cdffdd430cb1da4c02ab2461d3_61)] | | |

| [removed: [Note](#ib762dd1709394243afecfaaebb63008b_61) [5](#ib762dd1709394243afecfaaebb63008b_61)] [added: [Note](#ieecfa9cdffdd430cb1da4c02ab2461d3_64) [5](#ieecfa9cdffdd430cb1da4c02ab2461d3_64)] [— Financial [removed: Services](#ib762dd1709394243afecfaaebb63008b_61)] [added: Services](#ieecfa9cdffdd430cb1da4c02ab2461d3_64)] | | | [removed: [100](#ib762dd1709394243afecfaaebb63008b_61)] [added: [91](#ieecfa9cdffdd430cb1da4c02ab2461d3_64)] | | |

| [removed: [Note](#ib762dd1709394243afecfaaebb63008b_64) [6](#ib762dd1709394243afecfaaebb63008b_64)] [added: [Note](#ieecfa9cdffdd430cb1da4c02ab2461d3_67) [6](#ieecfa9cdffdd430cb1da4c02ab2461d3_67)] [— [removed: Leases](#ib762dd1709394243afecfaaebb63008b_64)] [added: Leases](#ieecfa9cdffdd430cb1da4c02ab2461d3_67)] | | | [removed: [107](#ib762dd1709394243afecfaaebb63008b_64)] [added: [98](#ieecfa9cdffdd430cb1da4c02ab2461d3_67)] | | |

| [removed: [Note](#ib762dd1709394243afecfaaebb63008b_70) [8](#ib762dd1709394243afecfaaebb63008b_70)] [added: [Note](#ieecfa9cdffdd430cb1da4c02ab2461d3_73) [8](#ieecfa9cdffdd430cb1da4c02ab2461d3_73)] [— Derivative Instruments and Hedging [removed: Activities](#ib762dd1709394243afecfaaebb63008b_70)] [added: Activities](#ieecfa9cdffdd430cb1da4c02ab2461d3_73)] | | | [removed: [111](#ib762dd1709394243afecfaaebb63008b_70)] [added: [102](#ieecfa9cdffdd430cb1da4c02ab2461d3_73)] | | |

| [removed: [Note](#ib762dd1709394243afecfaaebb63008b_73) [9](#ib762dd1709394243afecfaaebb63008b_73)] [added: [Note](#ieecfa9cdffdd430cb1da4c02ab2461d3_76) [9](#ieecfa9cdffdd430cb1da4c02ab2461d3_76)] [— Goodwill and Intangible [removed: Assets](#ib762dd1709394243afecfaaebb63008b_73)] [added: Assets](#ieecfa9cdffdd430cb1da4c02ab2461d3_76)] | | | [removed: [115](#ib762dd1709394243afecfaaebb63008b_73)] [added: [106](#ieecfa9cdffdd430cb1da4c02ab2461d3_76)] | | |

| [removed: [Note](#ib762dd1709394243afecfaaebb63008b_76) [10](#ib762dd1709394243afecfaaebb63008b_76)] [added: [Note](#ieecfa9cdffdd430cb1da4c02ab2461d3_79) [10](#ieecfa9cdffdd430cb1da4c02ab2461d3_79)] [— Deferred [removed: Revenue](#ib762dd1709394243afecfaaebb63008b_76)] [added: Revenue](#ieecfa9cdffdd430cb1da4c02ab2461d3_79)] | | | [removed: [117](#ib762dd1709394243afecfaaebb63008b_76)] [added: [108](#ieecfa9cdffdd430cb1da4c02ab2461d3_79)] | | |

| [Note [removed: 1](#ib762dd1709394243afecfaaebb63008b_82)[1](#ib762dd1709394243afecfaaebb63008b_82)] [added: 1](#ieecfa9cdffdd430cb1da4c02ab2461d3_85)[1](#ieecfa9cdffdd430cb1da4c02ab2461d3_85)] [— Commitments and [removed: Contingencies](#ib762dd1709394243afecfaaebb63008b_82)] [added: Contingencies](#ieecfa9cdffdd430cb1da4c02ab2461d3_85)] | | | [removed: [118](#ib762dd1709394243afecfaaebb63008b_82)] [added: [109](#ieecfa9cdffdd430cb1da4c02ab2461d3_85)] | | |

| [Note [removed: 1](#ib762dd1709394243afecfaaebb63008b_88)[2](#ib762dd1709394243afecfaaebb63008b_88)] [added: 1](#ieecfa9cdffdd430cb1da4c02ab2461d3_91)[2](#ieecfa9cdffdd430cb1da4c02ab2461d3_91)] [— Income and Other [removed: Taxes](#ib762dd1709394243afecfaaebb63008b_88)] [added: Taxes](#ieecfa9cdffdd430cb1da4c02ab2461d3_91)] | | | [removed: [121](#ib762dd1709394243afecfaaebb63008b_88)] [added: [111](#ieecfa9cdffdd430cb1da4c02ab2461d3_91)] | | |

| [Note [removed: 1](#ib762dd1709394243afecfaaebb63008b_91)[3](#ib762dd1709394243afecfaaebb63008b_91)] [added: 1](#ieecfa9cdffdd430cb1da4c02ab2461d3_94)[3](#ieecfa9cdffdd430cb1da4c02ab2461d3_94)] [— Accumulated Other Comprehensive Income [removed: (Loss)](#ib762dd1709394243afecfaaebb63008b_91)] [added: (Loss)](#ieecfa9cdffdd430cb1da4c02ab2461d3_94)] | | | [removed: [126](#ib762dd1709394243afecfaaebb63008b_91)] [added: [117](#ieecfa9cdffdd430cb1da4c02ab2461d3_94)] | | |

| [Note [removed: 1](#ib762dd1709394243afecfaaebb63008b_97)[5](#ib762dd1709394243afecfaaebb63008b_97)] [added: 1](#ieecfa9cdffdd430cb1da4c02ab2461d3_100)[5](#ieecfa9cdffdd430cb1da4c02ab2461d3_100)] [— Earnings Per [removed: Share](#ib762dd1709394243afecfaaebb63008b_97)] [added: Share](#ieecfa9cdffdd430cb1da4c02ab2461d3_100)] | | | [removed: [130](#ib762dd1709394243afecfaaebb63008b_97)] [added: [121](#ieecfa9cdffdd430cb1da4c02ab2461d3_100)] | | |

| [Note [removed: 1](#ib762dd1709394243afecfaaebb63008b_100)[6](#ib762dd1709394243afecfaaebb63008b_100) [—] [added: 16 —] Stock-Based [removed: Compensation](#ib762dd1709394243afecfaaebb63008b_100)] [added: Compensation](#ieecfa9cdffdd430cb1da4c02ab2461d3_115)] | | | [removed: [131](#ib762dd1709394243afecfaaebb63008b_100)] [added: [122](#ieecfa9cdffdd430cb1da4c02ab2461d3_115)] | | |

| [Note [removed: 1](#ib762dd1709394243afecfaaebb63008b_106)[7](#ib762dd1709394243afecfaaebb63008b_106) [—] [added: 17 —] Retirement Plan [removed: Benefits](#ib762dd1709394243afecfaaebb63008b_106)] [added: Benefits](#ieecfa9cdffdd430cb1da4c02ab2461d3_121)] | | | [removed: [134](#ib762dd1709394243afecfaaebb63008b_106)] [added: [125](#ieecfa9cdffdd430cb1da4c02ab2461d3_121)] | | |

| [Note [removed: 1](#ib762dd1709394243afecfaaebb63008b_109)[9](#ib762dd1709394243afecfaaebb63008b_109) [—] [added: 19 —] Related Party [removed: Transactions](#ib762dd1709394243afecfaaebb63008b_109)] [added: Transactions](#ieecfa9cdffdd430cb1da4c02ab2461d3_124)] | | | [removed: [140](#ib762dd1709394243afecfaaebb63008b_109)] [added: [131](#ieecfa9cdffdd430cb1da4c02ab2461d3_124)] | | |

| [removed: [Note](#ib762dd1709394243afecfaaebb63008b_118) [20](#ib762dd1709394243afecfaaebb63008b_118)] [added: [Note](#ieecfa9cdffdd430cb1da4c02ab2461d3_106) [20](#ieecfa9cdffdd430cb1da4c02ab2461d3_106)] [— Supplemental Consolidated Financial [removed: Information](#ib762dd1709394243afecfaaebb63008b_118)] [added: Information](#ieecfa9cdffdd430cb1da4c02ab2461d3_106)] | | | [removed: [142](#ib762dd1709394243afecfaaebb63008b_118)] [added: [133](#ieecfa9cdffdd430cb1da4c02ab2461d3_106)] | | |

[removed: | [Note](#ib762dd1709394243afecfaaebb63008b_124) [2](#ib762dd1709394243afecfaaebb63008b_124)[3](#ib762dd1709394243afecfaaebb63008b_124) [— Subsequent Events](#ib762dd1709394243afecfaaebb63008b_124) | | | [150](#ib762dd1709394243afecfaaebb63008b_124) | | |][added: NOTE 22 — SUBSEQUENT EVENTS]

We have audited the accompanying consolidated statements of financial position of Dell Technologies Inc. and its subsidiaries (the “Company”) as of January [removed: 31, 2025] [added: 30, 2026] and [removed: February 2, 2024,] [added: 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 [removed: 31, 2025,] [added: 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 [removed: 31, 2025,] [added: 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 [removed: 31, 2025] [added: 30, 2026] and [removed: February 2, 2024,] [added: January 31, 2025,] and the results of its operations and its cash flows for each of the three years in the period ended January [removed: 31, 2025] [added: 30, 2026] in conformity with accounting principles generally accepted in the United States of America.

Also in our opinion, the Company [removed: did not maintain,] [added: maintained,] in all material respects, effective internal control over financial reporting as of January [removed: 31, 2025,] [added: 30, 2026,] based on criteria established in *Internal Control - Integrated Framework* (2013) issued by the [removed: COSO because a material weakness in internal control over financial reporting existed as of that date as the Company did not design and maintain effective controls over non-recurring credits from certain suppliers that related to cost of net revenue.][added: COSO.]

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

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

Distinct promises within a contract are referred to as [removed: performance obligations] [added: “performance obligations”] and are accounted for as separate units of account.

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

These procedures included testing the effectiveness of controls relating to the revenue recognition [removed: process, including controls related to the proper identification of performance obligations in revenue contracts.][added: process.]

| | | | [added: | | | | | | | | | | | |] January [added: 30, 2026 | | | | | | January] 31, 2025 | | | | | | February 2, 2024 | | |

| [removed: Current assets:] [added: *Current assets:*] | | | | | | | | | | | |

| Cash and cash equivalents | | | $ | [removed: 3,633] [added: 11,528] | | | | | $ | [removed: 7,366] [added: 3,633] | |

| Accounts receivable, net of allowance of [removed: $63] [added: $77] and [removed: $71] [added: $63] | | | [removed: 10,298] [added: 17,585] | | | | | | [removed: 9,343] [added: 10,298] | | |

| Short-term financing receivables, net of allowance of [removed: $78] [added: $121] and [removed: $79 (Note 5)] [added: $78] | | | [removed: 5,304] [added: 8,458] | | | | | | [removed: 4,643] [added: 5,304] | | |

| Inventories | | | [removed: 6,716] [added: 10,437] | | | | | | [removed: 3,622] [added: 6,716] | | |

| [Note](#ieecfa9cdffdd430cb1da4c02ab2461d3_70) [7](#ieecfa9cdffdd430cb1da4c02ab2461d3_70) [— Debt](#ieecfa9cdffdd430cb1da4c02ab2461d3_70) | | | [100](#ieecfa9cdffdd430cb1da4c02ab2461d3_70) | | |

| [Note 1](#ieecfa9cdffdd430cb1da4c02ab2461d3_97)[4](#ieecfa9cdffdd430cb1da4c02ab2461d3_97) [— Capitalization](#ieecfa9cdffdd430cb1da4c02ab2461d3_97) | | | [119](#ieecfa9cdffdd430cb1da4c02ab2461d3_97) | | |

| [Note 1](#ieecfa9cdffdd430cb1da4c02ab2461d3_103)[8](#ieecfa9cdffdd430cb1da4c02ab2461d3_103) [— Segment Information](#ieecfa9cdffdd430cb1da4c02ab2461d3_103) | | | [127](#ieecfa9cdffdd430cb1da4c02ab2461d3_103) | | |

| [Note 21 — Government Assistance](#ieecfa9cdffdd430cb1da4c02ab2461d3_127) | | | [137](#ieecfa9cdffdd430cb1da4c02ab2461d3_127) | | |

*Revenue Recognition for Certain Products and Services*

As described in Note 2 to the consolidated financial statements, the Company sells a wide portfolio of products and services to its customers.

The Company recognizes revenue when obligations under the terms of the contract with the Company’s customer are satisfied, either over time or at a point in time, depending on when the underlying products or services are transferred to the customer.

For the year ended January 30, 2026, the Company’s total net revenue was $113.5 billion, of which the majority relates to certain product and services revenue.

These procedures also included, among others, (i) testing the completeness and accuracy of management’s identification of performance obligations by examining revenue contracts on a test basis; (ii) testing a sample of revenue transactions by obtaining and inspecting source documents, such as executed contracts, purchase orders, invoices, and proof of delivery; and (iii) confirming a sample of outstanding customer invoice balances as of January 30, 2026 and, for confirmations not returned, obtaining and inspecting source documents, such as executed contracts, purchase orders, invoices, proof of delivery, and subsequent cash receipts.

March 16, 2026

| Divestitures of businesses and assets, net | | | 533 | | | | | | — | | | | | | — | | |

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

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

| Sale of SecureWorks Corp. | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 8 | | | | | | 8 | | | | | | (95) | | | | | | (87) | | |

| Balances as of January 30, 2026 | | | 844 | | | | | | $ | 9,457 | | | | | 192 | | | | | | $ | (14,533) | | | | | $ | 3,325 | | | | | $ | (719) | | | | | $ | (2,470) | | | | | $ | — | | | | | $ | (2,470) | |

All fiscal years presented included 52 weeks.

The Company 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 for the fiscal year ended January 30, 2026.

Prior to the sale, Secureworks’ operating results were included within Corporate and other and did not qualify for presentation as a discontinued operation.

The Company utilizes various credit quality indicators to assess risk and determine the appropriate allowance levels.

As of January 30, 2026, the majority of customer arrangements under revolving loan offerings were transitioned to fixed-term offerings and the revolving loan portfolio is no longer a component of the Company’s financing receivables.

The Company can elect to perform a qualitative assessment or directly perform the quantitative impairment test.

If a qualitative assessment is performed and it is determined to be more likely than not that the fair value of a goodwill reporting unit or an indefinite-lived intangible asset is less than its carrying amount, the Company will then perform a quantitative test.

If a quantitative test is performed, the fair value of each goodwill reporting unit or the indefinite-lived intangible assets is compared to the carrying value to assess for potential impairment.

Given the scale and growth of the AI-optimized servers business, effective in the three months ended January 30, 2026, the Company’s servers and networking offerings were disaggregated within revenue by major product category into AI-optimized servers offerings and traditional servers and networking offerings.

Deferred revenue primarily consists of support and deployment services, software maintenance, training, Software-as-a-Service, and undelivered hardware and professional services, consisting of installations and consulting engagements.

Stock-based compensation expense for equity awards is recorded over the requisite service period in cost of net revenues, selling, general and administrative expense and research and development expense in the Consolidated Statements of Income based on the function of the employee.

Compensation expense is recognized on a straight-line basis for equity awards with a service condition and a graded vesting basis for equity awards that contain either a performance or market condition.

The Company estimates a forfeiture rate for unvested share‑based awards and applies this rate to the recognition of stock‑based compensation expense.

*Equity awards with service conditions* — The fair value of restricted stock units (“RSUs”) that contain only a service-based vesting condition is measured using the closing price of the Company’s Class C Common Stock as reported on the New York Stock Exchange (“NYSE”) on the grant date or most recent preceding trading day if grant date falls on a non-trading day.

The resulting stock-based compensation expense is recognized over the requisite service period, which is generally three years.

The resulting stock-based compensation expense is recognized over the requisite service period as long as attainment of the award remains probable.

The Company periodically reassesses the probability of attainment and adjusts the related compensation expense accordingly.

The requisite service period for performance-based RSUs is generally three years.

*Equity awards with service and market-based performance conditions* — The fair value of performance-based RSUs that contain both service and market-based performance conditions is measured on grant date using a Monte Carlo simulation model.

Attainment of the market condition is reflected in the estimate of fair value on the grant date and is recognized regardless of the ultimate level of actual attainment, so long as the requisite service is provided.

The requisite service period for market-based performance RSUs is generally three years.

*Equity awards with service, performance, and market-based conditions* — The fair value of equity awards that contain service, performance and market-based conditions is measured on the grant date using a Monte Carlo simulation model.

Achievement of the market condition is reflected in the estimate of fair value on the grant date.

Compensation expense for awards is recognized over the requisite service period as long as service and performance conditions are considered probable of attainment.

If the service or performance conditions become improbable of attainment, compensation expense previously recognized will be reversed.

| | | | | | |

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

| [Note](#ib762dd1709394243afecfaaebb63008b_67) [7](#ib762dd1709394243afecfaaebb63008b_67) [— Debt](#ib762dd1709394243afecfaaebb63008b_67) | | | [109](#ib762dd1709394243afecfaaebb63008b_67) | | |

| [Note 1](#ib762dd1709394243afecfaaebb63008b_94)[4](#ib762dd1709394243afecfaaebb63008b_94) [— Capitalization](#ib762dd1709394243afecfaaebb63008b_94) | | | [128](#ib762dd1709394243afecfaaebb63008b_94) | | |

| [Note 1](#ib762dd1709394243afecfaaebb63008b_112)[8](#ib762dd1709394243afecfaaebb63008b_112) [— Segment Information](#ib762dd1709394243afecfaaebb63008b_112) | | | [136](#ib762dd1709394243afecfaaebb63008b_112) | | |

| [Note 2](#ib762dd1709394243afecfaaebb63008b_121)[1](#ib762dd1709394243afecfaaebb63008b_121) [— Government Assistance](#ib762dd1709394243afecfaaebb63008b_121) | | | [145](#ib762dd1709394243afecfaaebb63008b_121) | | |

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

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

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

The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in management’s report referred to above.

*Revenue Recognition — Identification of Performance Obligations in Revenue Contracts*

Management assesses whether each promised good or service is distinct for the purpose of identifying the performance obligations in the contract.

This assessment involves subjective determinations and requires management to make judgments about the individual promised goods or services and whether such goods or services are separable from the other aspects of the contractual relationship.

For the year ended January 31, 2025, a significant portion of the $43.6 billion Infrastructure Solutions Group (“ISG”) reportable segment net revenues relate to contracts with multiple performance obligations.

These procedures also included, among others, testing the completeness and accuracy of management’s identification of performance obligations by examining revenue contracts on a test basis.

March 25, 2025

DELL TECHNOLOGIES INC.

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

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

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

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

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

| Adjustments to reconcile net income to net cash provided by operating activities: | | | | | | | | | | | | | | | | | |

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

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

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

| Net income (loss) | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 2,442 | | | | | | — | | | | | | 2,442 | | | | | | (20) | | | | | | 2,422 | | |

| Impact from equity transactions of non-controlling interests | | | — | | | | | | 14 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 14 | | | | | | (23) | | | | | | (9) | | |

| Balances as of February 3, 2023 | | | 798 | | | | | | $ | 8,424 | | | | | 82 | | | | | | $ | (3,813) | | | | | $ | (6,732) | | | | | $ | (1,001) | | | | | $ | (3,122) | | | | | $ | 97 | | | | | $ | (3,025) | |

The fiscal year ended February 3, 2023 was a 53-week period.

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

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

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

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

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

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

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

*Consolidated Statements of Financial Position*

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

| Other current assets | | | $ | 10,973 | | | | | $ | 37 | | | | | $ | 11,010 | |

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 [removed: appropriate] [added: 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 [removed: 31, 2025.][added: 30, 2026.]

Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that as of January [removed: 31, 2025,] [added: 30, 2026,] the Company’s disclosure controls and procedures were [removed: not] effective to accomplish their objectives at the reasonable assurance [removed: level due to the material weakness in internal control over financial reporting as described below.][added: level.]

Internal control over financial reporting (as defined in Rules 13a-15(f) and [removed: 15d(f)] [added: 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.

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 [removed: 31, 2025,] [added: 30, 2026,] based on the criteria established in *Internal Control — Integrated [removed: Framework (2013)*] [added: Framework* (2013)] issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

As a result of [removed: the material weakness described above,] [added: that evaluation,] management has concluded that our internal control over financial reporting was [removed: not] effective as of January [removed: 31, 2025.][added: 30, 2026.]

The effectiveness of our internal control over financial reporting as of January [removed: 31, 2025] [added: 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.”

There were no other changes in our internal control over financial reporting during the fiscal quarter ended January [removed: 31, 2025] [added: 30, 2026] that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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

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

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

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

Remediation of Material Weakness

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

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

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

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

On [removed: January 13,] [added: December 18,] 2025, [removed: William Green, one of] [added: Richard Troy Sharp,] the Company’s [removed: directors,] [added: Chief Accounting Officer,] adopted a written plan for the sale of up to [removed: 272,736] [added: 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 [removed: 31, 2025,] [added: 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.

Trading Arrangements

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 [removed: www.delltechnologies.com.][added: www.dell.com.]

Other information required by this Item 10 is incorporated herein by reference to our definitive proxy statement for our [removed: 2025] [added: 2026] annual meeting of stockholders, referred to as the [removed: “2025] [added: “2026] proxy statement,” which we will file with the SEC on or before 120 days after our [removed: 2025] [added: 2026] fiscal year-end, and which will appear in the [removed: 2025] [added: 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.

Information required by this Item 11 is incorporated herein by reference to the [removed: 2025] [added: 2026] proxy statement, including the information in the [removed: 2025] [added: 2026] proxy statement appearing under the captions “Proposal 1 — Election of Directors — Director Compensation,” “Compensation Discussion and Analysis” and “Compensation of Executive Officers.”

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

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

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

Information required by this Item 12 is incorporated herein by reference to the [removed: 2025] [added: 2026] proxy statement, including the information in the [removed: 2025] [added: 2026] proxy statement appearing under the captions “Equity Compensation Plan Information” and “Security Ownership of Certain Beneficial Owners and Management.”

Information required by this Item 13 is incorporated herein by reference to the [removed: 2025] [added: 2026] proxy statement, including the information in the [removed: 2025] [added: 2026] proxy statement appearing under the captions “Proposal 1 — Elections of Directors” and “Transactions with Related Persons.”

Information required by this Item 14 is incorporated herein by reference to the [removed: 2025] [added: 2026] proxy statement, including the information in the [removed: 2025] [added: 2026] proxy statement appearing under the caption “Proposal 2 — Ratification of Appointment of Independent Registered Public Accounting Firm.”

[added: (a)] The following documents are filed as part of this Annual Report on Form 10-K:

Consolidated Statements of Financial Position at January [added: 30, 2026 and January] 31, 2025 [removed: and February 2, 2024]

Consolidated Statements of Income for the fiscal years ended January [added: 30, 2026, January] 31, 2025, [removed: February 2, 2024,] and February [removed: 3, 2023][added: 2, 2024]

Consolidated Statements of Comprehensive Income for the fiscal years ended January [added: 30, 2026, January] 31, 2025, [removed: February 2, 2024,] and February [removed: 3, 2023][added: 2, 2024]

Consolidated Statements of Cash Flows for the fiscal years ended January [added: 30, 2026, January] 31, 2025, [removed: February 2, 2024,] and February [removed: 3, 2023][added: 2, 2024]

Consolidated Statements of Stockholders’ Equity (Deficit) for the fiscal years ended January [added: 30, 2026, January] 31, 2025, [removed: February 2, 2024,] and February [removed: 3, 2023][added: 2, 2024]

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

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

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

| [removed: [4.23](https://www.sec.gov/Archives/edgar/data/1571996/000119312521357927/d146295dex44.htm)] [added: [10.35](https://www.sec.gov/Archives/edgar/data/1571996/000119312521315488/d146470dex102.htm)] | | | | | | [removed: [Registration Rights] [added: [Credit] Agreement, dated as of [removed: December 13,] [added: November 1,] 2021, among Dell [added: Technologies Inc., Denali Intermediate Inc., Dell Inc., Dell] International L.L.C., [added: as a borrower,] EMC Corporation, [added: as a borrower, JPMorgan Chase Bank, N.A., as administrative agent, and each of] the [removed: guarantors] [added: lenders and other parties from time to time] party thereto [removed: and BofA Securities, Inc., Barclays Capital Inc., Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC, J.P. Morgan Securities LLC and Wells Fargo Securities LLC, as the representatives for the initial purchasers](https://www.sec.gov/Archives/edgar/data/1571996/000119312521357927/d146295dex44.htm) [(incorporated] [added: (incorporated] by reference to Exhibit [removed: 4.4] [added: 10.2] to the Company’s Current Report on Form 8-K filed with the Commission on [removed: December 15,] [added: November 1,] 2021) (Commission File No. [removed: 001-37867).](https://www.sec.gov/Archives/edgar/data/1571996/000119312521357927/d146295dex44.htm)] [added: 001-37867).](https://www.sec.gov/Archives/edgar/data/1571996/000119312521315488/d146470dex102.htm)] | | |

| [removed: [4.24](https://www.sec.gov/Archives/edgar/data/1571996/000119312521357927/d146295dex42.htm)] [added: [4.23](https://www.sec.gov/Archives/edgar/data/1571996/000119312521357927/d146295dex42.htm)] | | | | | | [Form of Global Note for 3.375% Senior Notes due 2041 (included in Exhibit [removed: 4.2](https://www.sec.gov/Archives/edgar/data/1571996/000119312521357927/d146295dex42.htm)[1](https://www.sec.gov/Archives/edgar/data/1571996/000119312521357927/d146295dex42.htm)[).](https://www.sec.gov/Archives/edgar/data/1571996/000119312521357927/d146295dex42.htm)] [added: 4.21).](https://www.sec.gov/Archives/edgar/data/1571996/000119312521357927/d146295dex42.htm)] | | |

| [removed: [4.25](https://www.sec.gov/Archives/edgar/data/1571996/000119312521357927/d146295dex43.htm)] [added: [4.2](https://www.sec.gov/Archives/edgar/data/1571996/000119312521357927/d146295dex43.htm)[4](https://www.sec.gov/Archives/edgar/data/1571996/000119312521357927/d146295dex43.htm)] | | | | | | [Form of Global Note for 3.450% Senior Notes due 2051 (included in Exhibit [removed: 4.2](https://www.sec.gov/Archives/edgar/data/1571996/000119312521357927/d146295dex43.htm)[2](https://www.sec.gov/Archives/edgar/data/1571996/000119312521357927/d146295dex43.htm)[).](https://www.sec.gov/Archives/edgar/data/1571996/000119312521357927/d146295dex43.htm)] [added: 4.22).](https://www.sec.gov/Archives/edgar/data/1571996/000119312521357927/d146295dex43.htm)] | | |

| [removed: [4.26](https://www.sec.gov/Archives/edgar/data/1571996/000119312518360943/d673794dex104.htm)] [added: [4.2](https://www.sec.gov/Archives/edgar/data/1571996/000119312518360943/d673794dex104.htm)[5](https://www.sec.gov/Archives/edgar/data/1571996/000119312518360943/d673794dex104.htm)] | | | | | | [Second Amended and Restated Registration Rights Agreement, dated as of December 25, 2018, by and [removed: among](https://www.sec.gov/Archives/edgar/data/1571996/000119312518360943/d673794dex104.htm) [Dell] [added: among Dell] Technologies [removed: Inc.](https://www.sec.gov/Archives/edgar/data/1571996/000119312518360943/d673794dex104.htm)[,] [added: Inc.,] Michael S. Dell, Susan Lieberman Dell Separate Property Trust, MSDC Denali Investors, L.P., MSDC Denali EIV, LLC, Silver Lake Partners III, L.P., Silver Lake Technology Investors III, L.P., Silver Lake Partners IV, L.P., Silver Lake Technology Investors IV, L.P., SLP Denali Co-Invest, L.P., Venezio Investments Pte. Ltd. and the Management Stockholders party thereto (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed with the Commission on December 28, 2018) (Commission File No. 001-37867).](https://www.sec.gov/Archives/edgar/data/1571996/000119312518360943/d673794dex104.htm) | | |

| [removed: [4.27](https://www.sec.gov/Archives/edgar/data/1571996/000157199620000017/exhibit440fy20.htm)] [added: [4.2](https://www.sec.gov/Archives/edgar/data/1571996/000157199620000017/exhibit440fy20.htm)[6](https://www.sec.gov/Archives/edgar/data/1571996/000157199620000017/exhibit440fy20.htm)] | | | | | | [Amendment No. 1 to the Second Amended and Restated Registration Rights Agreement, dated as of May 27, 2019, among Dell Technologies Inc., Michael S. Dell, Susan Lieberman Dell Separate Property Trust, MSDC Denali Investors, L.P., MSDC Denali EIV, LLC, SL SPV-2, L.P., Silver Lake Partners IV, L.P., Silver Lake Technology Investors IV, L.P., Silver Lake Partners V DE (AIV), L.P., Silver Lake Technology Investors V, L.P., SLP Denali Co-Invest, L.P. and Venezio Investments Pte. [removed: Ltd. (incorporated] [added: Ltd](https://www.sec.gov/Archives/edgar/data/1571996/000157199620000017/exhibit440fy20.htm)[.](https://www.sec.gov/Archives/edgar/data/1571996/000157199620000017/exhibit440fy20.htm) [](https://www.sec.gov/Archives/edgar/data/1571996/000157199620000017/exhibit440fy20.htm)[(incorporated] by reference to Exhibit 4.40 to the Company’s Annual Report on Form 10-K for the fiscal year ended January 31, 2020) (Commission File No. 001-37867).](https://www.sec.gov/Archives/edgar/data/1571996/000157199620000017/exhibit440fy20.htm) | | |

| [removed: [4.28](https://www.sec.gov/Archives/edgar/data/1571996/000157199620000034/exhibit49q1fy21.htm)] [added: [4.2](https://www.sec.gov/Archives/edgar/data/1571996/000157199620000034/exhibit49q1fy21.htm)[7](https://www.sec.gov/Archives/edgar/data/1571996/000157199620000034/exhibit49q1fy21.htm)] | | | | | | [Amendment No. 2 to the Second Amended and Restated Registration Rights Agreement, dated as of April 15, 2020, among Dell Technologies Inc., Michael S. Dell and Susan Lieberman Dell Separate Property Trust, SL SPV-2 L.P., Silver Lake Partners IV, L.P., Silver Lake Technology Investors IV, L.P., Silver Lake Partners V DE (AIV), L.P., Silver Lake Technology Investors V, L.P. and Venezio Investments Pte. Ltd. (incorporated by reference to Exhibit 4.9 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended May 1, 2020) (Commission File No. 001-37867).](https://www.sec.gov/Archives/edgar/data/1571996/000157199620000034/exhibit49q1fy21.htm) | | |

| [removed: [4.29](https://www.sec.gov/Archives/edgar/data/1571996/000157199620000051/exhibit41q3fy21.htm)] [added: [4.28](https://www.sec.gov/Archives/edgar/data/1571996/000157199620000051/exhibit41q3fy21.htm)] | | | | | | [Amendment No. 3 to the Second Amended and Restated Registration Rights Agreement, dated as of September 15, 2020, among Dell Technologies Inc., Michael S. Dell and Susan Lieberman Dell Separate Property Trust, SL SPV-2 L.P., Silver Lake Partners IV, L.P., Silver Lake Technology Investors IV, L.P., Silver Lake Partners V DE (AIV), L.P., Silver Lake Technology Investors V, L.P. and Venezio Investments Pte. Ltd. (incorporated by reference to Exhibit 4.1 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended October 30, 2020) (Commission File No. 001-37867).](https://www.sec.gov/Archives/edgar/data/1571996/000157199620000051/exhibit41q3fy21.htm) | | |

| [removed: [4.30](https://www.sec.gov/Archives/edgar/data/1571996/000157199624000036/exhibit436fy2410-k.htm)] [added: [4.29†](https://www.sec.gov/Archives/edgar/data/1571996/000157199626000008/exhibit429q4fy26.htm)] | | | | | | [Consent to the Extension of Registration Rights Under the Second Amended and Restated Registration Rights Agreement, dated December [removed: 13, 2023,] [added: 16, 2025,] among Dell Technologies Inc. and SL SPV-2 L.P., Silver Lake Partners IV, L.P., Silver Lake Technology Investors IV, L.P., Silver Lake Partners V DE (AIV), L.P., Silver Lake Technology Investors V, [removed: L.P. (incorporated by reference to Exhibit 4.36 to the Company’s Annual Report on Form 10-K for the fiscal year ended February 2, 2024) (Commission File No. 001-37867).](https://www.sec.gov/Archives/edgar/data/1571996/000157199624000036/exhibit436fy2410-k.htm)] [added: L.P.](https://www.sec.gov/Archives/edgar/data/1571996/000157199626000008/exhibit429q4fy26.htm)] | | |

| [removed: [4.31](https://www.sec.gov/Archives/edgar/data/1571996/000157199624000062/exhibit41q1fy25.htm)] [added: [10.29](https://www.sec.gov/Archives/edgar/data/1571996/000119312518360943/d673794dex105.htm)] | | | | | | [removed: [Consent to the Extension of Registration Rights Under the Second] [added: [Second] Amended and Restated [removed: Registration Rights] [added: Management Stockholders] Agreement, dated [removed: March] [added: as of December] 25, [removed: 2024,] [added: 2018, by and] among Dell Technologies [removed: Inc. and SL SPV-2 L.P.,] [added: Inc., Michael S. Dell, Susan Lieberman Dell Separate Property Trust,] Silver Lake Partners [removed: IV,] [added: III,] L.P., Silver Lake Technology Investors [removed: IV,] [added: III,] L.P., Silver Lake Partners [removed: V DE (AIV),] [added: IV,] L.P., Silver Lake Technology Investors [removed: V,] [added: IV, L.P., SLP Denali Co-Invest,] L.P. [added: and the Management Stockholders (as defined therein)] (incorporated by reference to Exhibit [removed: 4.1] [added: 10.5] to the Company’s [removed: Quarterly] [added: Current] Report on Form [removed: 10-Q for] [added: 8-K filed with] the [removed: quarterly period ended May 3, 2024)] [added: Commission on December 28, 2018)] (Commission File No. [removed: 001-37867).](https://www.sec.gov/Archives/edgar/data/1571996/000157199624000062/exhibit41q1fy25.htm)] [added: 001-37867).](https://www.sec.gov/Archives/edgar/data/1571996/000119312518360943/d673794dex105.htm)] | | |

| [removed: [4.33](https://www.sec.gov/Archives/edgar/data/1571996/000157199624000090/exhibit41q2fy25.htm)] [added: [10.41*](https://www.sec.gov/Archives/edgar/data/1571996/000157199623000032/exhibit106q2fy24.htm)] | | | | | | [removed: [Consent to the Extension] [added: [Form] of [removed: Registration Rights Under] [added: Deferred Stock Unit Agreement under] the [removed: Second Amended and Restated Registration Rights Agreement, dated June 24, 2024, among] Dell Technologies Inc. [removed: and SL SPV-2 L.P., Silver Lake Partners IV, L.P., Silver Lake Technology Investors IV, L.P., Silver Lake Partners V DE (AIV), L.P., Silver Lake Technology Investors V, L.P.] [added: 2023 Stock Incentive Plan] (incorporated by reference to Exhibit [removed: 4.1] [added: 10.6] to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended August [removed: 2, 2024)] [added: 4, 2023)] (Commission File No. [removed: 001-37867).](https://www.sec.gov/Archives/edgar/data/1571996/000157199624000090/exhibit41q2fy25.htm)] [added: 001-37867).](https://www.sec.gov/Archives/edgar/data/1571996/000157199623000032/exhibit106q2fy24.htm)] | | |

| [removed: [4.34](https://www.sec.gov/Archives/edgar/data/1571996/000157199624000143/exhibit41q3fy25.htm)] [added: [10.31](https://www.sec.gov/Archives/edgar/data/1571996/000119312518360943/d673794dex107.htm)] | | | | | | [removed: [Consent to the Extension of Registration Rights Under the Second] [added: [Second] Amended and Restated [removed: Registration Rights] [added: Class A Stockholders] Agreement, dated [removed: September 12, 2024,] [added: as of December 25, 2018, by and] among Dell Technologies [removed: Inc. and SL SPV-2 L.P.,] [added: Inc., Michael S. Dell, Susan Lieberman Dell Separate Property Trust,] Silver Lake Partners [removed: IV,] [added: III,] L.P., Silver Lake [removed: Technology Investors] [added: Partners] IV, L.P., Silver Lake [removed: Partners V DE (AIV),] [added: Technology Investors III,] L.P., Silver Lake Technology Investors [removed: V,] [added: IV, L.P., SLP Denali Co-Invest,] L.P. [added: and the New Class A Stockholders party thereto] (incorporated by reference to Exhibit [removed: 4.1] [added: 10.7] to the Company’s [removed: Quarterly] [added: Current] Report on Form [removed: 10-Q for] [added: 8-K filed with] the [removed: quarterly period ended November 1, 2024)] [added: Commission on December 28, 2018)] (Commission File No. [removed: 001-37867).](https://www.sec.gov/Archives/edgar/data/1571996/000157199624000143/exhibit41q3fy25.htm)] [added: 001-37867).](https://www.sec.gov/Archives/edgar/data/1571996/000119312518360943/d673794dex107.htm)] | | |

| [removed: [4.36](https://www.sec.gov/Archives/edgar/data/1571996/000119312523014260/d453590dex41.htm)] [added: [4.30](https://www.sec.gov/Archives/edgar/data/1571996/000119312523014260/d453590dex41.htm)] | | | | | | [Base Indenture, dated as of January 24, 2023, among Dell International [removed: L.L.C](https://www.sec.gov/Archives/edgar/data/1571996/000119312523014260/d453590dex41.htm)[.](https://www.sec.gov/Archives/edgar/data/1571996/000119312523014260/d453590dex41.htm)[,] [added: L.L.C.,] EMC Corporation, the guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as Trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the Commission on January 24, 2023) (Commission File No. 001-37867).](https://www.sec.gov/Archives/edgar/data/1571996/000119312523014260/d453590dex41.htm) | | |

| [removed: [4.37](https://www.sec.gov/Archives/edgar/data/1571996/000119312523014260/d453590dex42.htm)] [added: [4.31](https://www.sec.gov/Archives/edgar/data/1571996/000119312523014260/d453590dex42.htm)] | | | | | | [2028 Notes Supplemental Indenture No. 1, dated as of January 24, 2023, among Dell International [removed: L.L.C](https://www.sec.gov/Archives/edgar/data/1571996/000119312523014260/d453590dex42.htm)[.](https://www.sec.gov/Archives/edgar/data/1571996/000119312523014260/d453590dex42.htm)[,] [added: L.L.C.,] EMC Corporation, the guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as Trustee (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed with the Commission on January 24, 2023) (Commission File No. 001-37867).](https://www.sec.gov/Archives/edgar/data/1571996/000119312523014260/d453590dex42.htm) | | |

| [removed: [4.38](https://www.sec.gov/Archives/edgar/data/1571996/000119312523014260/d453590dex43.htm)] [added: [4.32](https://www.sec.gov/Archives/edgar/data/1571996/000119312523014260/d453590dex43.htm)] | | | | | | [2033 Notes Supplemental Indenture No. 1, dated as of January 24, 2023, among Dell International [removed: L.L.C](https://www.sec.gov/Archives/edgar/data/1571996/000119312523014260/d453590dex43.htm)[.](https://www.sec.gov/Archives/edgar/data/1571996/000119312523014260/d453590dex43.htm)[,] [added: L.L.C.,] EMC Corporation, the guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as Trustee (incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed with the Commission on January 24, 2023) (Commission File No. 001-37867).](https://www.sec.gov/Archives/edgar/data/1571996/000119312523014260/d453590dex43.htm) | | |

| [removed: [4.39](https://www.sec.gov/Archives/edgar/data/1571996/000119312524070193/d772920dex41.htm)] [added: [4.33](https://www.sec.gov/Archives/edgar/data/1571996/000119312524070193/d772920dex41.htm)] | | | | | | [2034 Notes Supplemental Indenture No. 1, dated as of March 18, 2024, among Dell International L.L.C., EMC Corporation, the guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as Trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the Commission on March 18, 2024) (Commission File No. 001-37867).](https://www.sec.gov/Archives/edgar/data/1571996/000119312524070193/d772920dex41.htm) | | |

| [removed: [4.40](https://www.sec.gov/Archives/edgar/data/1571996/000119312524234446/d887607dex41.htm)] [added: [4.34](https://www.sec.gov/Archives/edgar/data/1571996/000119312524234446/d887607dex41.htm)] | | | | | | [2030 Notes Supplemental Indenture No. 1, dated as of October 8, 2024, among Dell International L.L.C., EMC Corporation, the guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as Trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the Commission on October 8, 2024) (Commission File No. 001-37867).](https://www.sec.gov/Archives/edgar/data/1571996/000119312524234446/d887607dex41.htm) | | |

| [removed: [4.41](https://www.sec.gov/Archives/edgar/data/1571996/000119312524234446/d887607dex42.htm)] [added: [4.35](https://www.sec.gov/Archives/edgar/data/1571996/000119312524234446/d887607dex42.htm)] | | | | | | [2035 Notes Supplemental Indenture No. 1, dated as of October 8, 2024, among Dell International L.L.C., EMC Corporation, the guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as Trustee (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed with the Commission on October 8, 2024) (Commission File No. 001-37867).](https://www.sec.gov/Archives/edgar/data/1571996/000119312524234446/d887607dex42.htm) | | |

| [removed: [4.42](https://www.sec.gov/Archives/edgar/data/1571996/000119312523014260/d453590dex42.htm)] [added: [4.36](https://www.sec.gov/Archives/edgar/data/1571996/000119312523014260/d453590dex42.htm)] | | | | | | [Form of Global Note for 5.250% Senior Notes due 2028 (included in Exhibit [removed: 4.3](https://www.sec.gov/Archives/edgar/data/1571996/000119312523014260/d453590dex42.htm)[7](https://www.sec.gov/Archives/edgar/data/1571996/000119312523014260/d453590dex42.htm)[).](https://www.sec.gov/Archives/edgar/data/1571996/000119312523014260/d453590dex42.htm)] [added: 4.3](https://www.sec.gov/Archives/edgar/data/1571996/000119312523014260/d453590dex42.htm)[1](https://www.sec.gov/Archives/edgar/data/1571996/000119312523014260/d453590dex42.htm)[).](https://www.sec.gov/Archives/edgar/data/1571996/000119312523014260/d453590dex42.htm)] | | |

| [removed: [4.43](https://www.sec.gov/Archives/edgar/data/1571996/000119312523014260/d453590dex43.htm)] [added: [4.37](https://www.sec.gov/Archives/edgar/data/1571996/000119312523014260/d453590dex43.htm)] | | | | | | [Form of Global Note for 5.750% Senior Notes due 2033 (included in Exhibit [removed: 4.](https://www.sec.gov/Archives/edgar/data/1571996/000119312523014260/d453590dex43.htm)[38](https://www.sec.gov/Archives/edgar/data/1571996/000119312523014260/d453590dex43.htm)[).](https://www.sec.gov/Archives/edgar/data/1571996/000119312523014260/d453590dex43.htm)] [added: 4.3](https://www.sec.gov/Archives/edgar/data/1571996/000119312523014260/d453590dex43.htm)[2](https://www.sec.gov/Archives/edgar/data/1571996/000119312523014260/d453590dex43.htm)[).](https://www.sec.gov/Archives/edgar/data/1571996/000119312523014260/d453590dex43.htm)] | | |

| [removed: [4.44](https://www.sec.gov/Archives/edgar/data/1571996/000119312524070193/d772920dex41.htm)] [added: [4.38](https://www.sec.gov/Archives/edgar/data/1571996/000119312524070193/d772920dex41.htm)] | | | | | | [Form of Global Note for 5.400% Senior Notes due 2034 (included in Exhibit [removed: 4.39).](https://www.sec.gov/Archives/edgar/data/1571996/000119312524070193/d772920dex41.htm)] [added: 4.3](https://www.sec.gov/Archives/edgar/data/1571996/000119312524070193/d772920dex41.htm)[3](https://www.sec.gov/Archives/edgar/data/1571996/000119312524070193/d772920dex41.htm)[).](https://www.sec.gov/Archives/edgar/data/1571996/000119312524070193/d772920dex41.htm)] | | |

| [removed: [4.45](https://www.sec.gov/Archives/edgar/data/1571996/000119312524234446/d887607dex41.htm)] [added: [4.39](https://www.sec.gov/Archives/edgar/data/1571996/000119312524234446/d887607dex41.htm)] | | | | | | [Form of Global Note for 4.350% Senior Notes due 2030 (included in Exhibit [removed: 4.40).](https://www.sec.gov/Archives/edgar/data/1571996/000119312524234446/d887607dex41.htm)] [added: 4.](https://www.sec.gov/Archives/edgar/data/1571996/000119312524234446/d887607dex41.htm)[3](https://www.sec.gov/Archives/edgar/data/1571996/000119312524234446/d887607dex41.htm)[4](https://www.sec.gov/Archives/edgar/data/1571996/000119312524234446/d887607dex41.htm)[).](https://www.sec.gov/Archives/edgar/data/1571996/000119312524234446/d887607dex41.htm)] | | |

| [removed: [4.46](https://www.sec.gov/Archives/edgar/data/1571996/000119312524234446/d887607dex42.htm)] [added: [4.40](https://www.sec.gov/Archives/edgar/data/1571996/000119312524234446/d887607dex42.htm)] | | | | | | [Form of Global Note for 4.850% Senior Notes due 2035 (included in Exhibit [removed: 4.41).](https://www.sec.gov/Archives/edgar/data/1571996/000119312524234446/d887607dex42.htm)] [added: 4.](https://www.sec.gov/Archives/edgar/data/1571996/000119312524234446/d887607dex42.htm)[3](https://www.sec.gov/Archives/edgar/data/1571996/000119312524234446/d887607dex42.htm)[5](https://www.sec.gov/Archives/edgar/data/1571996/000119312524234446/d887607dex42.htm)[).](https://www.sec.gov/Archives/edgar/data/1571996/000119312524234446/d887607dex42.htm)] | | |

| [removed: [4.47](https://www.sec.gov/Archives/edgar/data/1571996/000157199623000007/exhibit442fy2310-k.htm)] [added: [4.57](https://www.sec.gov/Archives/edgar/data/1571996/000157199623000007/exhibit442fy2310-k.htm)] | | | | | | [Amended and Restated Description of Common Stock (incorporated by reference to Exhibit 4.42 to the Company’s Annual Report on Form 10-K for the fiscal year ended February 3, 2023) (Commission File No. 001-37867).](https://www.sec.gov/Archives/edgar/data/1571996/000157199623000007/exhibit442fy2310-k.htm) | | |

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

| [removed: [10.](https://www.sec.gov/Archives/edgar/data/1571996/000157199622000044/exhibit101q3fy23.htm)[7](https://www.sec.gov/Archives/edgar/data/1571996/000157199622000044/exhibit101q3fy23.htm)[*](https://www.sec.gov/Archives/edgar/data/1571996/000157199622000044/exhibit101q3fy23.htm)] [added: [10.7*](https://www.sec.gov/Archives/edgar/data/1571996/000157199622000044/exhibit101q3fy23.htm)] | | | | | | [Form of Indemnification Agreement [removed: between](https://www.sec.gov/Archives/edgar/data/1571996/000157199622000044/exhibit101q3fy23.htm) [Dell Technolog](https://www.sec.gov/Archives/edgar/data/1571996/000157199622000044/exhibit101q3fy23.htm)[ies](https://www.sec.gov/Archives/edgar/data/1571996/000157199622000044/exhibit101q3fy23.htm) [Inc.](https://www.sec.gov/Archives/edgar/data/1571996/000157199622000044/exhibit101q3fy23.htm) [and] [added: between Dell Technologies Inc. and] certain members of its Board of Directors (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the [removed: quarter](https://www.sec.gov/Archives/edgar/data/1571996/000157199622000044/exhibit101q3fy23.htm)[ly](https://www.sec.gov/Archives/edgar/data/1571996/000157199622000044/exhibit101q3fy23.htm) [period](https://www.sec.gov/Archives/edgar/data/1571996/000157199622000044/exhibit101q3fy23.htm) [ended] [added: quarterly period ended] October 28, 2022) (Commission File No. 001-37867).](https://www.sec.gov/Archives/edgar/data/1571996/000157199622000044/exhibit101q3fy23.htm) | | |

| [removed: [10.](https://www.sec.gov/Archives/edgar/data/1571996/000157199617000004/exhibit1040_020317.htm)[8](https://www.sec.gov/Archives/edgar/data/1571996/000157199617000004/exhibit1040_020317.htm)[*](https://www.sec.gov/Archives/edgar/data/1571996/000157199617000004/exhibit1040_020317.htm)] [added: [10.8*](https://www.sec.gov/Archives/edgar/data/1571996/000157199617000004/exhibit1040_020317.htm)] | | | | | | [Form of Indemnification Agreement between Dell Technologies Inc. and certain of its executive officers (incorporated by reference to Exhibit 10.40 to the Company’s Annual Report on Form 10-K for the fiscal year ended February 3, 2017) (Commission File No. 001-37867).](https://www.sec.gov/Archives/edgar/data/1571996/000157199617000004/exhibit1040_020317.htm) | | |

| [removed: [10.](https://www.sec.gov/Archives/edgar/data/1571996/000157199617000004/exhibit1041_020317.htm)[9](https://www.sec.gov/Archives/edgar/data/1571996/000157199617000004/exhibit1041_020317.htm)[*](https://www.sec.gov/Archives/edgar/data/1571996/000157199617000004/exhibit1041_020317.htm)] [added: [10.9*](https://www.sec.gov/Archives/edgar/data/1571996/000157199617000004/exhibit1041_020317.htm)] | | | | | | [Form of EMC Corporation Deferred Compensation Retirement Plan, as amended and restated, effective as of January 1, 2016 (incorporated by reference to Exhibit 10.41 to the Company’s Annual Report on Form 10-K for the fiscal year ended February 3, 2017) (Commission File No. 001-37867).](https://www.sec.gov/Archives/edgar/data/1571996/000157199617000004/exhibit1041_020317.htm) | | |

| [removed: [10.1](https://www.sec.gov/Archives/edgar/data/1571996/000157199617000004/exhibit1042_020317.htm)[0](https://www.sec.gov/Archives/edgar/data/1571996/000157199617000004/exhibit1042_020317.htm)[*](https://www.sec.gov/Archives/edgar/data/1571996/000157199617000004/exhibit1042_020317.htm)] [added: [10.10*](https://www.sec.gov/Archives/edgar/data/1571996/000157199617000004/exhibit1042_020317.htm)] | | | | | | [Form of Dell Deferred Compensation Plan, effective as of January 1, 2017 (incorporated by reference to Exhibit 10.42 to the Company’s Annual Report on Form 10-K for the fiscal year ended February 3, 2017) (Commission File No. 001-37867).](https://www.sec.gov/Archives/edgar/data/1571996/000157199617000004/exhibit1042_020317.htm) | | |

| [removed: [10.1](https://www.sec.gov/Archives/edgar/data/1571996/000157199618000004/exhibit1047_020218.htm)[1](https://www.sec.gov/Archives/edgar/data/1571996/000157199618000004/exhibit1047_020218.htm)[*](https://www.sec.gov/Archives/edgar/data/1571996/000157199618000004/exhibit1047_020218.htm)] [added: [10.11*](https://www.sec.gov/Archives/edgar/data/1571996/000157199618000004/exhibit1047_020218.htm)] | | | | | | [Form of Protection of Sensitive Information, Noncompetition and Nonsolicitation Agreement between Dell Inc. and each of Howard D. Elias and William F. Scannell (incorporated by reference to Exhibit 10.47 to the Company’s Annual Report on Form 10-K for the fiscal year ended February 2, 2018) (Commission File No. 001-37867).](https://www.sec.gov/Archives/edgar/data/1571996/000157199618000004/exhibit1047_020218.htm) | | |

| [removed: [10.1](https://www.sec.gov/Archives/edgar/data/1571996/000157199618000004/exhibit1051_020218.htm)[2](https://www.sec.gov/Archives/edgar/data/1571996/000157199618000004/exhibit1051_020218.htm)[*](https://www.sec.gov/Archives/edgar/data/1571996/000157199618000004/exhibit1051_020218.htm)] [added: [10.12*](https://www.sec.gov/Archives/edgar/data/1571996/000157199618000004/exhibit1051_020218.htm)] | | | | | | [Offer Letter to William F. Scannell, dated August 12, 2016 (incorporated by reference to Exhibit 10.51 to the Company’s Annual Report on Form 10-K for the fiscal year ended February 2, 2018) (Commission File No. 001-37867).](https://www.sec.gov/Archives/edgar/data/1571996/000157199618000004/exhibit1051_020218.htm) | | |

| [removed: [10.1](https://www.sec.gov/Archives/edgar/data/1571996/000119312518293366/d681091dex1010.htm)[3](https://www.sec.gov/Archives/edgar/data/1571996/000119312518293366/d681091dex1010.htm)[*](https://www.sec.gov/Archives/edgar/data/1571996/000119312518293366/d681091dex1010.htm)] [added: [10.13*](https://www.sec.gov/Archives/edgar/data/1571996/000119312518293366/d681091dex1010.htm)] | | | | | | [Form of Amended and Restated Stock Option Agreement-Performance Vesting Option for grants to executive officers under the Dell Technologies Inc. 2013 Stock Incentive Plan (incorporated by reference to Exhibit 10.10 to Amendment No. 2 to the Company’s Registration Statement on Form [removed: S-4](https://www.sec.gov/Archives/edgar/data/1571996/000119312518293366/d681091dex1010.htm) [(the](https://www.sec.gov/Archives/edgar/data/1571996/000119312518293366/d681091dex1010.htm) [“](https://www.sec.gov/Archives/edgar/data/1571996/000119312518293366/d681091dex1010.htm)[2018] [added: S-4 (the “2018] Form [removed: S-4](https://www.sec.gov/Archives/edgar/data/1571996/000119312518293366/d681091dex1010.htm)[”](https://www.sec.gov/Archives/edgar/data/1571996/000119312518293366/d681091dex1010.htm)[)](https://www.sec.gov/Archives/edgar/data/1571996/000119312518293366/d681091dex1010.htm) [filed] [added: S-4”) filed] with the Commission on October 4, 2018) (Registration No. 333-226618).](https://www.sec.gov/Archives/edgar/data/1571996/000119312518293366/d681091dex1010.htm) | | |