Dell Technologies (DELL) risk factors: FY2026 10-K

Item 1A of the 10-K for the period ending 2026-01-30, filed 2026-03-16. 40 risk factor headings as filed. Read Item 1A in full · The whole 10-K · What changed since FY2025

1new since FY2025
5reworded
0removed
34unchanged

Headings mentioning a theme: Tariffs 0 · AI 2 · Cybersecurity 1 · China 0 · Interest rates 1. Compare across the S&P 500.

Risks Relating to Our Business and Our Industry

32
  1. Adverse global economic conditions may harm our business and result in reduced net revenue and profitability.
  2. Competitive pressures may adversely affect our industry unit share position, revenue, and profitability.
  3. The operating results of our business units may be adversely affected if we fail to successfully execute our strategy and related initiatives.
  4. Our relationships with our product and component vendors could harm our business by adversely affecting product availability, delivery, reliability, and cost.
  5. Our use of single-source or limited-source suppliers may adversely affect the availability or timely delivery of some critical products or components.
  6. The nature of the demand for AI solutions may have adverse effects on our operating performance.AI
  7. Risks associated with management of our AI solutions and use of AI in our internal functions and operations could result in reputational harm, legal liability, and other adverse effects on our business.AI
  8. Failure to deliver high-quality products, software, and services, or to manage solutions and product and services transitions in an effective manner, could reduce demand and negatively affect the profitability of our operations.
  9. Failure to successfully implement our cost efficiency plans may negatively affect our future results.
  10. Security incidents, including cyber-attacks, could disrupt our operations and result in the compromise of networks, systems, and assets, and the breach or loss of proprietary, personal, or confidential information of our company or of our workforce, customers, partners, or third parties.Cybersecurity
  11. Our ability to generate substantial non-U.S. net revenue is subject to additional risks and uncertainties.
  12. Our profitability may be adversely affected by changes in the mix of products and services, customers, or geographic sales, and by seasonal sales trends.
  13. We may lose revenue opportunities and experience gross margin pressure if sales channel participants fail to perform as expected.
  14. Strategic acquisitions and dispositions we pursue may require us to incur costs and expose us to liabilities that could harm our business and adversely affect our financial performance.
  15. Our financial performance is dependent on access to the capital markets by us or some of our customers.
  16. Weak economic conditions, changing customer mix, and additional regulation could harm our financial services activities.
  17. We are subject to counterparty default risks.
  18. If the value of our goodwill or intangible assets is materially impaired, our results of operations and financial condition could be materially and adversely affected.
  19. Our performance and business could suffer if our contracts for ISG services and solutions fail to produce revenue at expected levels due to exercise of customer rights under the contracts, inaccurate estimation of costs, or customer defaults in payment.
  20. Loss of government contracts could harm our business.
  21. Our business could suffer if we do not develop and protect our proprietary intellectual property or obtain or protect licenses to intellectual property developed by others on commercially reasonable and competitive terms.
  22. Infrastructure disruptions could harm our business.
  23. Failure to effectively hedge our exposure to fluctuations in foreign currency exchange rates and interest rates could adversely affect our financial condition and results of operations.rewordedInterest rates
  24. Adverse legislative or regulatory tax changes, the expiration of tax holidays or favorable tax rate structures, or unfavorable outcomes in tax audits and other tax compliance matters could result in an increase in our tax expense or our effective income tax rate.
  25. Our profitability could suffer from declines in fair value or impairment of our portfolio investments.
  26. Unfavorable results of legal proceedings could harm our business and result in substantial costs.
  27. Evolving and varied stakeholder expectations and regulatory requirements with respect to sustainability and environmental, social, and governance (“ESG”) activities could harm our reputation, adversely affect our business, and expose us to regulatory proceedings and litigation.reworded
  28. Global climate-related risks, and legal, regulatory, or market measures related to climate, may negatively affect our business, operations, and financial results.reworded
  29. Our compliance with current or future environmental and safety laws could have an adverse effect on our business.
  30. Compliance requirements of anti-corruption laws, economic sanctions and other trade laws, human rights laws and other laws regulating our international operations may expose us to potential liability, increase our operating costs and otherwise harm our business.
  31. We are highly dependent on the services of Michael S. Dell, our Chief Executive Officer, and our loss of, or our inability to continue to attract, retain, and motivate, executive talent and other employees in this highly competitive market could harm our business.
  32. We have outstanding indebtedness and may incur additional debt in the future, which could adversely affect our financial condition.

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Risks Relating to Ownership of Our Class C Common Stock

8
  1. Our multi-class common stock structure with different voting rights may adversely affect the trading price of the Class C Common Stock.
  2. Future sales, or the perception of future sales, of a substantial amount of shares of the Class C Common Stock could depress the trading price of the Class C Common Stock.
  3. We are controlled by the MD stockholders, who, separately and together with the SLP stockholders, collectively own common stock with a majority of the voting power of all our outstanding series of common stock and are able to effectively control our actions, including approval of mergers and other significant corporate transactions.reworded
  4. The MD stockholders, the MSD Partners stockholders, and the SLP stockholders and their respective affiliates may have interests that conflict with the interests of other stockholders or those of Dell Technologies.
  5. Because we are a “controlled company” within the meaning of the rules of the New York Stock Exchange and, as a result, qualify for exemptions from certain corporate governance requirements, holders of Class C Common Stock do not have the same protections afforded to stockholders of companies that are subject to such requirements.
  6. Our certificate of incorporation designates a state court of the State of Delaware and the U.S. federal district courts as the sole and exclusive forum for certain types of legal actions and proceedings that may be initiated by our stockholders, which could limit the ability of the holders of Class C Common Stock to obtain a favorable judicial forum for disputes with us or with our directors, officers, or controlling stockholders.
  7. We may not continue to pay cash dividends or to pay cash dividends at the same rate as announced in February 2026.reworded
  8. The amount and frequency of our share repurchases may fluctuate.new

Read these in Item 1A · See the changes

Headings are the lines of Item 1A set wholly in bold or italics, as the parser reads them, without the introductory paragraph that opens the section. A heading is new when no heading in the prior 10-K matches it after ignoring case and punctuation, and reworded when it shares at least 60 percent of its words with one that went away. Source: the filing on sec.gov.