戴尔科技美股招股说明书(2025-09-24版)

Dell International L.L.C. and EMC Corporation asCo-Issuers$750,000,000 4.150% Senior Notes due 2029$1,250,000,000 4.500% Senior Notes due 2031$1,250,000,000 4.750% Senior Notes due 2032$1,250,000,000 5.100% Senior Notes due 2036 We are offering $750,000,000 aggregate principal amount of 4.150% Senior Notes due 2029 (the “2029 notes”), $1,250,000,000 aggregate principal amount of 4.500% Senior Notesdue 2031 (the “2031 notes”), $1,250,000,000 aggregate principal amount of 4.750% Senior Notes due 2032 (the “2032 notes”) and $1,250,000,000 aggregate principal amount of 5.100%Senior Notes due 2036 (the “2036 notes” and, together with the 2029 notes, the 2031 and the 2032 notes, the “notes” and each, a “series” of notes). We refer to the offering of notes as the“Offering” in this prospectus supplement. We intend to use the net proceeds of the Offering to redeem a portion of our outstanding 6.020% First Lien Notes due 2026 (the “2026 Notes”) and any remaining proceeds for generalcorporate purposes, which may include the repayment of other debt. See “Use of Proceeds.” The 2029 notes will mature on February 15, 2029. We will pay interest on the 2029 notes semi-annually in arrears on February 15 and August 15 of each year, commencing onFebruary 15, 2026. The 2031 notes will mature on February 15, 2031. We will pay interest on the 2031notes semi-annually in arrears on February15 and August 15 of each year,commencing on February 15, 2026. The 2032 notes will mature on October 6, 2032. We will pay interest on the 2032 notes semi-annually in arrears on April 6 and October 6 of each year,commencing on April6, 2026. The 2036 notes will mature on February 15, 2036. We will pay interest on the 2036 notes semi-annually in arrears on February15 and August 15 of each year,commencing on February 15, 2026. We may redeem some or all of the 2029 notes at any time prior to January 15, 2029 (the date that is one month prior to the maturity of the 2029 notes), the 2031 notes at any time priorto January 15, 2031 (the date that is one month prior to the maturity of the 2031 notes), the 2032 notes at any time prior to August 6, 2032 (the date that is two months prior to the maturity ofthe 2032 notes) and the 2036 notes at any time prior to November 15, 2035 (the date that is three months prior to the maturity of the 2036 notes), at a price equal to 100% of the principalamount of the notes redeemed, plus accrued and unpaid interest to, but not including, the redemption date, plus a “make-whole” premium, as described in this prospectus supplement. On or after (i) January 15, 2029 (the date that is one month prior to the maturity of the 2029 notes), (ii) January 15, 2031 (the date that is one month prior to the maturity of the 2031notes), (iii) August 6, 2032 (the date that is two months prior to the maturity of the 2032 notes), and (iv) November 15, 2035 (the date that is three months prior to the maturity of the 2036notes), we may redeem some or all of such notes at a redemption price equal to 100% of the principal amount of the notes redeemed, plus accrued and unpaid interest to, but not including, theredemption date. See “Description of Notes—Optional Redemption.” Upon the occurrence of a Change of Control Triggering Event (as described herein), we may be required to offer torepurchase all of the notes then outstanding at 101% of the principal amount, plus any accrued and unpaid interest to, but not including, the repurchase date. See “Description of Notes—Change of Control Triggering Event.” The notes will be guaranteed on a joint and several basis by Dell Technologies Inc., Denali Intermediate Inc. and Dell Inc. Such note guarantees will rank equal in right of paymentwith all existing and future senior indebtedness of such guarantors, including their guarantees of our obligations under our revolving credit facility and our existing notes, and senior in right ofpayment to all future subordinated indebtedness of such guarantors. The notes will not be guaranteed by any of the issuers’ subsidiaries. See “Description of Notes—Note Guarantees.”The notes will not be listed on any stock exchange, and currently there are no public markets for the notes. Investing in the notes involves risks. See “Risk Factors” beginning on pageS-6of this prospectus supplement. (1)Plus accrued interest, if any, from October 6, 2025 to the date of delivery. The underwriters expect to deliver the notes to investors only in book-entry form through the facilities of The Depository Trust Company for the account of itsparticipants including Euroclear Bank, SA/NV and Clearstream Banking S.A., on or about October6,2025. BofA SecuritiesWells Fargo SecuritiesJ.P. MorganMUFGScotiabankUBS Investment Bank BarclaysCitigroupDeutsche Bank SecuritiesMizuhoPNC Capital Markets LLCSOCIETE GENERALE Academy Securities Table of Contents Neither we nor the underwriters have authorized anyone to provide any information or make any representations other than thosecontaine