Material Event (Form 8-K)

On June 11, 2026, Dell Technologies Inc. (the "Company"), Dell International L.L.C. ("Dell International"), EMC Corporation (together with Dell International, the "Issuers") and the other Guarantors (as defined below) entered into an underwriting agreement (the "Underwriting Agreement") with Barclays Capital Inc., BofA Securities, Inc., Goldman Sachs & Co. LLC, HSBC Securities (USA) Inc., J.P. Morgan Securities LLC and PNC Capital Markets LLC, as representatives of the several underwriters (together, the "Underwriters"), pursuant to which the Issuers agreed to issue and sell to the Underwriters (i) $1,000,000,000 aggregate principal amount of their 4.750% Senior Notes due 2031 (the "2031 Notes"), (ii) $750,000,000 aggregate principal amount of their 5.000% Senior Notes due 2034 (the "2034 Notes") and (iii) $1,250,000,000 aggregate principal amount of their 5.250% Senior Notes due 2037 (the "2037 Notes" and, together with the 2031 Notes and the 2034 Notes, the "Notes"), in accordance with the terms and conditions set forth in the Underwriting Agreement. The 2031 Notes will be sold at a public offering price of 99.563% of the aggregate principal amount thereof, the 2034 Notes will be sold at a public offering price of 99.404% of the aggregate principal amount thereof and the 2037 Notes will be sold at a public offering price of 99.259% of the aggregate principal amount thereof.

The Notes will be guaranteed on a joint and several unsecured basis by the Company, Denali Intermediate Inc. and Dell Inc. (collectively, the "Guarantors"). The closing of the offering of Notes is expected to occur on June 16, 2026, subject to customary closing conditions. The Issuers intend to use the net proceeds from the offering of Notes for general corporate purposes, which may include the repayment of debt.

The sale of the Notes has been registered with the Securities and Exchange Commission (the "Commission") in a registration statement on Form S-3ASR, File No. 333-296691 (the "Registration Statement"). The terms of the Notes are described in the base prospectus included in the Registration Statement, as supplemented by a preliminary prospectus supplement dated June 11, 2026 and a final prospectus supplement dated June 11, 2026.

The foregoing summary of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of such document filed as Exhibit 1.1 to this Current Report on Form 8-K.