戴尔科技美股招股说明书(2026-06-15版)

Dell International L.L.C. and EMC Corporationas Co-Issuers$1,000,000,000 4.750% Senior Notes due 2031$750,000,000 5.000% Senior Notes due 2034$1,250,000,000 5.250% Senior Notes due 2037 We are offering $1,000,000,000 aggregate principal amount of 4.750% Senior Notes due 2031 (the “2031 notes”), $750,000,000 aggregate principal amount of 5.000% Senior Notesdue 2034 (the “2034 notes”) and $1,250,000,000 aggregate principal amount of 5.250% Senior Notes due 2037 (the “2037 notes” and, together with the 2031 notes and the 2034 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 for general corporate purposes, which may include the repayment of debt. See “Use of Proceeds.” The 2031 notes will mature on July15, 2031. We will pay interest on the 2031 notes semi-annually in arrears on January15 and July 15 of each year, commencing on January15,2027. The 2034 notes will mature on February15, 2034. We will pay interest on the 2034 notes semi-annually in arrears on February15 and August15 of each year, commencing onAugust15, 2026. The 2037 notes will mature on February15, 2037. We will pay interest on the 2037 notes semi-annually in arrears on February15 and August15 of each year, commencingon August 15, 2026. We may redeem some or all of the 2031 notes at any time prior to June15, 2031 (the date that is one month prior to the maturity of the 2031 notes), the 2034notes at any time prior toDecember15, 2033 (the date that is two months prior to the maturity of the 2034 notes) and the 2037 notes at any time prior to November15, 2036 (the date that is three months prior to thematurity of the 2037 notes), at a price equal to 100% of the principal amount 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) June15, 2031 (the date that is one month prior to the maturity of the 2031 notes), (ii) December15, 2033 (the date that is two months prior to the maturity of the 2034notes), and (iii) November15, 2036 (the date that is three months prior to the maturity of the 2037 notes), we may redeem some or all of such notes at a redemption price equal to 100% of theprincipal amount of the notes redeemed, plus accrued and unpaid interest to, but not including, the redemption date. See “Description of Notes—Optional Redemption.” Upon the occurrenceof a Change of Control Triggering Event (as described herein), we may be required to offer to repurchase all of the notes then outstanding at 101% of the principal amount, plus any accruedand unpaid interest to, but not including, the repurchase date. See “Description of Notes—Change of Control Triggering Event.” The notes offered hereby will rank equal in right of payment with all of the issuers’ existing and future senior indebtedness. For a more detailed discussion, see “Description of Notes.” 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 new revolving credit facility and our existing notes, and senior inright of payment to all future subordinated indebtedness of such guarantors. The notes will not be guaranteed by any of the issuers’ subsidiaries. See “Description of Notes—NoteGuarantees.” 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 page S-13 of this prospectus supplement. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy oraccuracy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense. 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 its participants includingEuroclear Bank, SA/NV and Clearstream Banking S.A., on or about June16, 2026. GoldmanSachs&Co.LLCPNC Capital Markets LLCDeutsche Bank SecuritiesMUFGSOCIETE GENERALEWells Fargo Securities BarclaysHSBCBNPPARIBASMizuhoRBCCapitalMarketsTD Securities SantanderTruistSecurities BNYCapitalMarketsSMBC Nikko C.L.King&Associates Table of Contents Neither we nor the underwriters have authorized anyone to provide any information or make any representations other than thosecontained or incorporated by reference in this prospectus supplement, the accompanying prospectus or in any free writing prospectus. We andthe underwriters have not authorized anyone to provide you with different information. We are n