Dell Technologies Inc. (DELL, Financial) has recently filed a Form 8-K with the United States Securities and Exchange Commission, detailing a significant conversion of shares. On multiple dates in June and July 2025, the company issued a total of 3,421,793 shares of its Class C common stock. This issuance was a result of the conversion of an equivalent number of Class B common stock shares held by various Silver Lake entities, including SL SPV-2, L.P., Silver Lake Partners IV, L.P., and others.
As of July 11, 2025, following these conversions, Dell Technologies reported having 340,673,002 shares of Class C common stock outstanding, alongside 58,946,330 shares of Class B common stock. According to the company's certificate of incorporation, holders of Class B common stock have the right to convert their shares into Class C common stock on a one-to-one basis at any time. Additionally, Class B shares automatically convert to Class C shares under certain transfer conditions.
Both Class B and Class C shares carry identical dividend and liquidation rights, ensuring parity between the two classes. The recent conversions were executed without registration, leveraging the exemption provided by Section 3(a)(9) of the Securities Act of 1933. Notably, no commissions or remuneration were involved in soliciting these exchanges.
This strategic financial maneuver by Dell Technologies underscores its commitment to optimizing its capital structure while maintaining compliance with regulatory frameworks. Investors and stakeholders will be keenly observing any future conversions and their implications on the company's financial health and shareholder value.
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