Dell Technologies Inc. filed an 8-K with the SEC on September 15, 2026, disclosing that two of its wholly-owned subsidiaries completed a public offering of four series of senior unsecured notes totaling $5,000,000,000 in aggregate principal amount.

Key Highlights

  • Four note series issued: $1,250,000,000 of 5.100% Senior Notes due 2029, $1,250,000,000 of 5.400% Senior Notes due 2031, $1,500,000,000 of 5.600% Senior Notes due 2033, and $1,000,000,000 of 5.900% Senior Notes due 2037.
  • Issuers: Dell International L.L.C. and EMC Corporation, both wholly-owned subsidiaries of Dell Technologies Inc., are the co-issuers of the Notes.
  • Guarantors: The Notes are guaranteed on a joint and several basis by Dell Technologies Inc., Denali Intermediate Inc., and Dell Inc.
  • Change of control provision: If a change of control triggering event occurs, holders may require the Issuers to purchase their Notes at 101% of principal amount, plus accrued and unpaid interest.
  • Interest payment schedule: The 2029, 2031, and 2033 Notes pay interest semi-annually on March 15 and September 15, commencing March 15, 2027; the 2037 Notes pay on April 1 and October 1, commencing April 1, 2027.
  • Shelf registration: The Notes were sold pursuant to a shelf registration statement on Form S-3ASR (File No. 333-296691).

Dell Subsidiaries Issue Four Tranches of Senior Unsecured Debt at Rates from 5.100% to 5.900%

According to the filing, Dell International L.L.C. and EMC Corporation completed the public offering on September 15, 2026. The Notes were issued under a Base Indenture dated January 24, 2023, with The Bank of New York Mellon Trust Company, N.A. serving as trustee, supplemented by four separate supplemental indentures each dated September 15, 2026. The filing discloses that interest on all four series began accruing on the issue date.

The filing describes the Notes as "senior unsecured obligations of the Issuers" that "rank equal in right of payment with all of the Issuers' existing and future senior indebtedness and senior in right of payment to all of the Issuers' future subordinated indebtedness." The filing also states that the Notes and note guarantees "are structurally subordinated to all of the existing and future indebtedness and other liabilities of subsidiaries of the Issuers, who will not guarantee the Notes."

The Indenture, according to the filing, contains covenants that impose limitations on, among other things, "creating liens on certain assets to secure debt; consolidating, merging or selling or otherwise disposing of all or substantially all assets; and entering into sale and leaseback transactions." The filing also notes that the Indenture "contains customary events of default and covenants for an issuer of investment grade debt securities." Redemption terms vary by series: prior to specified dates, the Issuers may redeem Notes at a make-whole premium; on or after those dates, redemption is permitted at 100% of principal plus accrued interest. The legal opinion was provided by Simpson Thacher & Bartlett LLP, as disclosed in the filing.

What Was Disclosed

Dell Technologies Inc. (NYSE:DELL) disclosed through an 8-K dated September 15, 2026, that its subsidiaries Dell International L.L.C. and EMC Corporation completed a $5,000,000,000 multi-tranche senior unsecured notes offering, guaranteed by Dell Technologies Inc., Denali Intermediate Inc., and Dell Inc.