Dell Technologies Inc. (DELL) Q2 FY2027 8-K Filings and Company Events

Filings that contain financial statements

• 8-K filed Sept. 1, 2026 (accession 0001571996-26-000039), Exhibit 99.1, press release with results for the fiscal quarter ended July 31, 2026 (Q2 FY2027) and six months ended July 31, 2026. Contains condensed consolidated statements of income, segment results, and non-GAAP reconciliation tables.
• 8-K filed May 28, 2026 (accession 0001571996-26-000021), Exhibit 99.1, press release with results for the fiscal quarter ended May 1, 2026 (Q1 FY2027). Contains condensed consolidated statements of income and segment results.
• 8-K filed Feb. 26, 2026 (accession 0001571996-26-000003), Exhibit 99.1, press release with results for the fiscal quarter and full fiscal year ended January 30, 2026 (Q4 and full-year FY2026). Contains consolidated statements of income, segment results, and full-year comparatives.
• 8-K filed Nov. 25, 2025 (accession 0001571996-25-000118), Exhibit 99.1, press release with results for the fiscal quarter ended October 31, 2025 (Q3 FY2026) and nine months ended October 31, 2025. Contains condensed consolidated statements of income, segment results, and full income-statement detail down to net income.

Earnings and guidance

Q2 FY2027 (quarter ended July 31, 2026), reported Sept. 1, 2026. Record revenue of $47.0 billion, up 58% year over year; record diluted EPS of $6.34, up 273%; record non-GAAP diluted EPS of $7.04, up 203%. Cash flow from operations was $2.2 billion. AI-optimized server orders were a record $60.9 billion, AI server revenue a record $16.4 billion, with exit backlog of $95 billion. The company raised full-year FY2027 revenue guidance by $25 billion to $192.0 billion (up 69% year over year) and raised full-year GAAP diluted EPS guidance to $24.37 and non-GAAP diluted EPS guidance to $25.50. The board declared a quarterly cash dividend of $0.63 per share, payable Oct. 30, 2026 to shareholders of record as of Oct. 20, 2026. (Accession 0001571996-26-000039.)

Q1 FY2027 (quarter ended May 1, 2026), reported May 28, 2026. Record revenue of $43.8 billion, up 88% year over year; record diluted EPS of $5.24, up 282%; record non-GAAP diluted EPS of $4.86, up 214%. Cash flow from operations was a record first-quarter figure of $4.1 billion. AI server orders were $24.4 billion and AI server revenue was $16.1 billion. The company raised full-year FY2027 revenue guidance to a midpoint of $167.0 billion. (Accession 0001571996-26-000021.)

Q4 and full-year FY2026 (quarter and year ended January 30, 2026), reported Feb. 26, 2026. Record full-year revenue of $113.5 billion, up 19% year over year; record full-year diluted EPS of $8.68, up 36%; record full-year non-GAAP diluted EPS of $10.30, up 27%; record full-year cash flow from operations of $11.2 billion. Fourth-quarter revenue was a record $33.4 billion, up 39%. The company announced a 20% dividend increase and a $10 billion increase to its share repurchase authorization, and issued FY2027 guidance calling for revenue growth of 23% and diluted EPS growth of 33% at the midpoint. (Accession 0001571996-26-000003.)

Q3 FY2026 (quarter ended October 31, 2025), reported Nov. 25, 2025. Record third-quarter revenue of $27.0 billion, up 11% year over year; diluted EPS of $2.28, up 39%; record non-GAAP diluted EPS of $2.59, up 17%. Cash flow from operations was $1.2 billion. The company raised full-year FY2026 revenue guidance to a midpoint of $111.7 billion. This filing also announced that David Kennedy was named chief financial officer on a permanent basis (see Governance and management below). (Accession 0001571996-25-000118.)

Securities Analyst Meeting, Oct. 7, 2025. Dell held a securities analyst meeting and raised its long-term financial framework: annual revenue growth target increased to 7–9% from 3–4%; annual non-GAAP diluted EPS growth target increased to 15% or better from 8% or better; and the commitment to grow the quarterly dividend 10% or more annually was extended through fiscal 2030 (from fiscal 2028). The accompanying press release reaffirmed guidance for fiscal 2026 third quarter and full year that had been provided on Aug. 28, 2025. (Accession 0001193125-25-232662.)

Capital structure: redomestication from Delaware to Texas

At Dell's 2026 annual meeting held June 25, 2026, shareholders approved the redomestication of the company from Delaware to Texas by conversion. The conversion became effective July 1, 2026 at 12:01 a.m. Central Time, following the filing of a certificate of conversion and certificate of formation with the Texas Secretary of State and a certificate of conversion with the Delaware Secretary of State. Each outstanding share of Class A, Class B and Class C common stock automatically converted into an equivalent share of the Texas corporation; no stock-certificate exchange was required, and the company's headquarters, business, management, employees, assets, liabilities and material contractual obligations were unaffected. The Texas certificate of formation elects to be governed by certain Texas Business Organizations Code provisions, including a requirement that a shareholder or group hold at least 3% of outstanding shares to maintain a derivative proceeding against a director or officer. (8-K filed July 1, 2026 reporting the June 25, 2026 shareholder vote and July 1, 2026 effectiveness, accession 0001571996-26-000036.)

Effective July 2, 2026, the board approved amendments to the company's bylaws implementing a related Texas Business Organizations Code election that conditions a shareholder's or group's ability to submit a proposal for a shareholder vote (including under Rule 14a-8) on holding at least $1,000,000 in market value or 3% of outstanding voting shares for at least six months, continuing to hold through the meeting, and soliciting holders of at least 67% of the voting power entitled to vote on the proposal. (8-K filed July 6, 2026, accession 0001193125-26-296224.)

At the same June 25, 2026 annual meeting, shareholders elected all director nominees, ratified PricewaterhouseCoopers LLP as independent auditor for the fiscal year ending January 29, 2027, and approved (on a non-binding advisory basis) the company's executive compensation. (Accession 0001571996-26-000036.)

Capital actions: debt issuance and credit facility

June 16, 2026, $3.0 billion senior notes offering. Dell International L.L.C. and EMC Corporation, wholly-owned subsidiaries of Dell Technologies, completed a public offering of $1.0 billion of 4.750% senior notes due 2031, $750 million of 5.000% senior notes due 2034, and $1.25 billion of 5.250% senior notes due 2037. The notes are senior unsecured obligations guaranteed by Dell Technologies Inc. and its subsidiaries Denali Intermediate Inc. and Dell Inc. Net proceeds were expected to be used for general corporate purposes, which may include repayment of debt. The underwriting agreement for the offering, among the issuers, guarantors and a syndicate led by Barclays Capital, BofA Securities, Goldman Sachs, HSBC Securities, J.P. Morgan Securities and PNC Capital Markets, was signed June 11, 2026 (accession 0001193125-26-269594). The offering closed June 16, 2026 (accession 0001193125-26-272720).

June 10, 2026, new $6.0 billion revolving credit facility. Dell Technologies and subsidiaries entered into a new senior unsecured revolving credit agreement with JPMorgan Chase Bank, N.A. as administrative agent, providing $6.0 billion of revolving commitments (with a $500 million letter-of-credit sub-facility) maturing June 10, 2031. In connection with the new facility, the company repaid in full and terminated its existing credit agreement dated November 1, 2021. (Accession 0001193125-26-265877.)

October 6, 2025, $4.5 billion senior notes offering. Dell International L.L.C. and EMC Corporation completed a public offering of $750 million of 4.150% senior notes due 2029, $1.25 billion of 4.500% senior notes due 2031, $1.25 billion of 4.750% senior notes due 2032, and $1.25 billion of 5.100% senior notes due 2036, $4.5 billion in aggregate. The notes are senior unsecured obligations guaranteed by Dell Technologies Inc., Denali Intermediate Inc. and Dell Inc. (Accession 0001193125-25-231904.)

Equity: routine Class B-to-Class C conversions

Between March and June 2026, holders of Dell's Class B common stock (Silver Lake-affiliated entities) converted an aggregate of approximately 7.7 million shares of Class B common stock into Class C common stock in two tranches reported on Form 8-K: 4,237,699 shares (conversions dated March 2 through April 16, 2026, reported April 20, 2026) and 3,438,364 shares (conversions dated June 1 through June 12, 2026, reported June 17, 2026). These were routine one-for-one conversions under Dell's certificate of incorporation and did not change total shares outstanding. (Accessions 0001571996-26-000013 and 0001571996-26-000032.)

Governance and management changes

David Kennedy, previously Dell's interim chief financial officer, was appointed CFO on a permanent basis effective November 24, 2025, with an annual base salary of $760,000, a target cash incentive equal to 100% of base salary (pro-rated for FY2026), and a $3,000,000 time-based restricted stock unit grant vesting in equal annual installments. This appointment was first disclosed in the Q3 FY2026 earnings 8-K and detailed in a Form 8-K/A (Amendment No. 2) filed November 25, 2025, which amends an original Form 8-K filed September 8, 2025 (reporting Kennedy's appointment as interim CFO effective September 9, 2025) and a subsequent amendment filed October 2, 2025 (reporting an RSU grant to Kennedy). (Accession 0001571996-25-000120.)

Richard Troy Sharp was appointed Senior Vice President, Corporate Finance and Chief Accounting Officer, effective August 8, 2025, succeeding his prior role as Vice President, Corporate Accounting and Reporting. He received a grant of 1,796 time-based restricted stock units vesting in three equal annual installments beginning on the first anniversary of the October 15, 2025 grant date. This was reported in a Form 8-K/A (Amendment No. 1) filed October 17, 2025, amending an original Form 8-K filed August 12, 2025. (Accession 0001571996-25-000114.)

Other items reviewed and not carried forward

No merger, acquisition, or divestiture agreement or closing was disclosed in any of the Form 8-K filings, exhibits, or amendments reviewed for this period. No dividend suspension, restructuring, impairment, or legal/regulatory outcome of note was disclosed in these filings.