Dell Technologies (DELL) risk factors, 2025 10-K

Risks Relating to Our Business and Our Industry

1. 01Adverse global economic conditions may harm our business and result in reduced net revenue and profitability
2. 02Competitive pressures may adversely affect our industry unit share position, revenue, and profitability
3. 03The operating results of our business units may be adversely affected if we fail to successfully execute our strategy and related initiatives
4. 04Our reliance on vendors subjects us to a greater risk of shortages and reduced control over delivery schedules of components and products, as well as a greater risk of increases in product and component costs
5. 05Our use of single-source or limited-source suppliers may adversely affect the availability or timely delivery of some critical products or components
6. 06The nature of the demand for AI solutions may have adverse effects on our operating performance
7. 07Risks associated with management of our AI solutions and use of AI in our internal functions and operations could result in reputational harm, legal liability, and other adverse effects on our business
8. 08Failure to deliver high-quality products, software, and services, or to manage solutions and product and services transitions in an effective manner, could reduce demand and negatively affect the profitability of our operations
9. 09Failure to successfully implement our cost efficiency plans may negatively affect our future results
10. 10Strategic acquisitions and dispositions we pursue may require us to incur costs and expose us to liabilities that could harm our business and adversely affect our financial performance
11. 11Security incidents, including cyber-attacks, could disrupt our operations and result in the compromise of networks, systems, and assets, and the breach or loss of proprietary, personal, or confidential information of our company or of our workforce, customers, partners, or third parties
12. 12Our ability to generate substantial non-U.S. net revenue is subject to additional risks and uncertainties
13. 13Our profitability may be adversely affected by changes in the mix of products and services, customers, or geographic sales, and by seasonal sales trends
14. 14We may lose revenue opportunities and experience gross margin pressure if sales channel participants fail to perform as expected
15. 15Our financial performance is dependent on access to the capital markets by us or some of our customers
16. 16Weak economic conditions, changing customer mix, and additional regulation could harm our financial services activities
17. 17We are subject to counterparty default risks
18. 18If the value of our goodwill or intangible assets is materially impaired, our results of operations and financial condition could be materially and adversely affected
19. 19Our performance and business could suffer if our contracts for ISG services and solutions fail to produce revenue at expected levels due to exercise of customer rights under the contracts, inaccurate estimation of costs, or customer defaults in payment
20. 20Loss of government contracts could harm our business
21. 21Our business could suffer if we do not develop and protect our proprietary intellectual property or obtain or protect licenses to intellectual property developed by others on commercially reasonable and competitive terms
22. 22Infrastructure disruptions could harm our business
23. 23Failure to hedge effectively our exposure to fluctuations in foreign currency exchange rates and interest rates could adversely affect our financial condition and results of operations
24. 24Adverse legislative or regulatory tax changes, the expiration of tax holidays or favorable tax rate structures, or unfavorable outcomes in tax audits and other tax compliance matters could result in an increase in our tax expense or our effective income tax rate
25. 25Our profitability could suffer from declines in fair value or impairment of our portfolio investments
26. 26Unfavorable results of legal proceedings could harm our business and result in substantial costs
27. 27Evolving and varied stakeholder expectations and regulatory requirements with respect to sustainability and ESG activities could harm our reputation, adversely affect our business, and expose us to regulatory proceedings and litigation
28. 28Global climate change, and legal, regulatory, or market measures related to climate change, may negatively affect our business, operations, and financial results
29. 29Our compliance with current or future environmental and safety laws could have an adverse effect on our business
30. 30Compliance requirements of anti-corruption laws, economic sanctions and other trade laws, human rights laws and other laws regulating our international operations may expose us to potential liability, increase our operating costs and otherwise harm our business
31. 31We are highly dependent on the services of Michael S. Dell, our Chief Executive Officer, and our loss of, or our inability to continue to attract, retain, and motivate, executive talent and other employees in this highly competitive market could harm our business
32. 32We have outstanding indebtedness and may incur additional debt in the future, which could adversely affect our financial condition

Risks Relating to Ownership of Our Class C Common Stock

1. 33Our multi-class common stock structure with different voting rights may adversely affect the trading price of the Class C Common Stock
2. 34Future sales, or the perception of future sales, of a substantial amount of shares of the Class C Common Stock could depress the trading price of the Class C Common Stock
3. 35We are controlled by the MD stockholders, who, together with the SLP stockholders, collectively own a substantial majority of our common stock and are able to effectively control our actions, including approval of mergers and other significant corporate transactions
4. 36The MD stockholders, the MSD Partners stockholders, and the SLP stockholders and their respective affiliates may have interests that conflict with the interests of other stockholders or those of Dell Technologies
5. 37The foregoing Delaware exclusive forum provision does not apply to suits brought to enforce any liability or duty created by the Exchange Act or the rules or regulations thereunder, or any other claim over which the federal district courts of the United States have exclusive jurisdiction
6. 38We may not continue to pay cash dividends or to pay cash dividends at the same rate as announced in February 2025