DELL: Other company developments

Item 8.01 of this report is incorporated by reference into this Item 3.03. Following the change in the jurisdiction of incorporation of Dell Technologies Inc. (the “Company”) from Delaware to Texas effective July 1, 2026 pursuant to conversion as described in Item 8.01 (the “Redomestication”), the rights of shareholders of the Company as a Texas corporation (the “Texas Corporation”) differ in certain respects from the rights of stockholders of the Company as a Delaware corporation (the “Delaware Corporation”) before the Redomestication. Among such differences, the Texas Corporation has elected in Article XVI of its certificate of formation adopted under Texas law (the “Certificate of Formation”) to be governed by provisions of the Texas Business Organizations Code (the “TBOC”) providing that no shareholder or group of shareholders may institute or maintain a derivative proceeding brought on behalf of the Company against any director or officer of the Company in the director’s or officer’s official capacity unless, at the time the proceeding is instituted, such shareholder or group of shareholders beneficially owns at least 3% of the total outstanding shares of the Company. The foregoing description of the provision regarding derivative proceedings is qualified in all respects by reference to the text of Article XVI of the Certificate of Formation filed as Exhibit 3.1 to this report. A comparison of rights of the shareholders of the Texas Corporation to rights of the stockholders of the Delaware Corporation before the Redomestication is set forth in the sections of the Company’s 2026 proxy statement referred to in Item 5.07 captioned “What Will Change After the Redomestication—Comparison of the Delaware Charter and Texas Charter,” “—Comparison of the Delaware Bylaws and