Dell Technologies Inc. filed a current report on Form 8-K on September 10, 2026, disclosing that its subsidiaries Dell International L.L.C. and EMC Corporation entered into an underwriting agreement on September 9, 2026, to issue and sell $5,000,000,000 in aggregate principal amount of senior notes across four tranches.

Key Highlights

  • Four-tranche offering: Notes issued in amounts of $1,250,000,000 at 5.100% due 2029, $1,250,000,000 at 5.400% due 2031, $1,500,000,000 at 5.600% due 2033, and $1,000,000,000 at 5.900% due 2037.
  • Offering prices: The 2029 Notes priced at 99.953%, the 2031 Notes at 99.836%, the 2033 Notes at 99.475%, and the 2037 Notes at 99.694% of aggregate principal amount.
  • Expected closing: The offering is expected to close on September 15, 2026, subject to customary closing conditions.
  • Use of proceeds: The issuers intend to use net proceeds to repay outstanding 4.900% First Lien Notes due 2026, with any remaining proceeds for general corporate purposes, which may include repayment of other debt.
  • Guarantors: The notes will be guaranteed on a joint and several unsecured basis by Dell Technologies Inc., Denali Intermediate Inc., and Dell Inc.
  • Underwriters: Representatives include Barclays Capital Inc., BofA Securities, Inc., Citigroup Global Markets Inc., Goldman Sachs and Co. LLC, HSBC Securities (USA) Inc., J.P. Morgan Securities LLC, TD Securities (USA) LLC, and Wells Fargo Securities, LLC.

Dell Technologies and Subsidiaries Price Multi-Tranche Senior Notes

According to the filing, Dell International L.L.C. and EMC Corporation, acting as co-issuers, entered into an underwriting agreement on September 9, 2026, to sell four series of senior notes totaling $5,000,000,000 in aggregate principal. The notes are registered with the Securities and Exchange Commission under a registration statement on Form S-3ASR, File No. 333-296691, with terms described in the base prospectus as supplemented by a preliminary and final prospectus supplement, both dated September 9, 2026. The filing identifies NYSE:DELL as the exchange and trading symbol for Dell Technologies' Class C Common Stock, par value $0.01 per share.

The filing states that the 2029 Notes carry a coupon of 5.100% and were priced at 99.953% of par, the 2031 Notes carry a coupon of 5.400% and were priced at 99.836% of par, the 2033 Notes carry a coupon of 5.600% and were priced at 99.475% of par, and the 2037 Notes carry a coupon of 5.900% and were priced at 99.694% of par. All four series will be guaranteed jointly and severally on an unsecured basis by Dell Technologies Inc., Denali Intermediate Inc., and Dell Inc.

The company disclosed that net proceeds are primarily intended to repay its outstanding 4.900% First Lien Notes due 2026, with any remainder directed to general corporate purposes, which may include repayment of other debt. The filing notes that 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 the agreement filed as Exhibit 1.1. The report was signed by Christopher A. Garcia, Senior Vice President and Assistant Secretary, on September 10, 2026.

What Was Disclosed

Dell Technologies disclosed a $5,000,000,000 four-tranche senior notes offering by its subsidiaries, with pricing terms, guarantor structure, underwriter identities, an expected September 15, 2026 closing date, and intended use of proceeds to retire existing debt.