Corporate Action, Amendments to Bylaws (Form 8-K)

The information set forth in Item 5.03 of this report is incorporated by reference into this Item 3.03.

Effective July 2, 2026, the Board of Directors (the "Board") of Dell Technologies Inc. (the "Company") approved amendments to the Company's bylaws (the "Bylaw Amendments"), effective July 2, 2026, to provide that the Company affirmatively elects to be governed by Section 21.373 of the Texas Business Organizations Code (the "TBOC") and implement related changes. The Bylaw Amendments, which are incorporated into amended and restated bylaws of the Company approved by the Board effective July 2, 2026 (the "Amended and Restated Bylaws"), provide that, subject to the exceptions provided in Section 21.373 of the TBOC, a shareholder or group of shareholders may submit a proposal for approval at a meeting of the Company's shareholders, including a proposal submitted pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, only if (i) such shareholder or group of shareholders holds, as of the date the proposal is submitted, voting shares of the Company equal to at least (a) $1,000,000 in market value or (b) 3% of the Company's outstanding voting shares, determined as of the date the proposal is submitted, (ii) such shareholder or group of shareholders has held such shares continuously for at least six months prior to the meeting, (iii) such shareholder or group of shareholders continues to own such shares through the entire duration of the meeting and (iv) such shareholder or group of shareholders solicits the holders of shares representing at least 67% of the voting power of shares entitled to vote on the proposal.

The foregoing description of the Bylaw Amendments is qualified in all respects by reference to the text of the Amended and Restated Bylaws filed as Exhibit 3.2 to this report. Exhibit 3.2 is marked to show all amendments to the Company's bylaws that became effective on July 1, 2026. Text that was added to the prior bylaws by the Bylaw Amendments is underlined and text that was deleted from the prior bylaws by the Bylaw Amendments is struck through.