What the changes say
- Share-repurchase amounts and timing are now identified as variable and can be suspended or terminated.
- Control by MD stockholders is no longer separately disclosed as a risk.
- Class C shares outstanding fell from approximately 359 million to 318 million, while climate, ESG, and AI disclosures broadened.
What changed since the prior 10-K
New
- NewRisks Relating to Ownership of Our Class C Common Stock
The amount and frequency of our share repurchases may fluctuate
Share repurchases may fluctuate or stop because the company is not obligated to repurchase shares and cash flows, tax laws, or stock price may change.
Dropped
- DroppedRisks Relating to Ownership of Our Class C Common Stock
We 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
Reworded
- 63% rewrittenRisks Relating to Ownership of Our Class C Common Stock
Future 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
Class C shares outstanding decreased from approximately 359 million to 318 million, and the text removes a specific reference to using shares for acquisitions.
- 46% rewrittenRisks Relating to Our Business and Our Industry
Global climate-related risks, and legal, regulatory, or market measures related to climate, may negatively affect our business, operations, and financial results
Adds demand for environmentally sustainable solutions, products, services, packaging materials, and product components as a climate-transition risk.
Was: Global climate change, and legal, regulatory, or market measures related to climate change, may negatively affect our business, operations, and financial results
- 39% rewrittenRisks Relating to Our Business and Our Industry
Evolving and varied stakeholder expectations and regulatory requirements with respect to sustainability and environmental, social, and governance (“ESG”) activities could harm our reputation, adversely affect our business, and expose us to regulatory proceedings and litigation
Removes references to ESG goals and initiatives while adding social media as a channel for sustainability and ESG statements.
Was: Evolving 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
- 32% rewrittenRisks Relating to Our Business and Our Industry
Adverse global economic conditions may harm our business and result in reduced net revenue and profitability
Removes the statement that Fiscal 2025 economic uncertainty had already reduced demand as larger customers became cautious on IT spending.
- 27% rewrittenRisks Relating to Our Business and Our Industry
Risks 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
Expands the AI risk to internal processes and expressly refers to intellectual-property rights, while retaining cybersecurity and legal exposure.
- 22% rewrittenRisks Relating to Our Business and Our Industry
Security 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
Expands the categories of sensitive information to include data relating to vendors, in addition to operations, products, partners, and customers.
- 22% rewrittenRisks Relating to Our Business and Our Industry
Loss of government contracts could harm our business
Rephrases government spending pressure as pressure on governments to reduce spending; the contract-funding, termination, and disbarment risks remain unchanged.
- 20% rewrittenRisks Relating to Our Business and Our Industry
Our 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
Changes the description of Asian contract-manufacturing locations from 'various locations' to 'locations'; the outsourcing and concentration risks remain unchanged.
All 38 risk factors
Headings as the filing states them, in filing order.
Risks Relating to Our Business and Our Industry
- 01Adverse global economic conditions may harm our business and result in reduced net revenue and profitability32% rewritten
- 02Competitive pressures may adversely affect our industry unit share position, revenue, and profitability
- 03The operating results of our business units may be adversely affected if we fail to successfully execute our strategy and related initiatives
- 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 costs20% rewritten
- 05Our use of single-source or limited-source suppliers may adversely affect the availability or timely delivery of some critical products or components
- 06The nature of the demand for AI solutions may have adverse effects on our operating performance
- 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 business27% rewritten
- 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
- 09Failure to successfully implement our cost efficiency plans may negatively affect our future results
- 10Security 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 parties22% rewritten
- 11Our ability to generate substantial non-U.S. net revenue is subject to additional risks and uncertainties
- 12Our profitability may be adversely affected by changes in the mix of products and services, customers, or geographic sales, and by seasonal sales trends
- 13We may lose revenue opportunities and experience gross margin pressure if sales channel participants fail to perform as expected
- 14Strategic 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
- 15Our financial performance is dependent on access to the capital markets by us or some of our customers
- 16Weak economic conditions, changing customer mix, and additional regulation could harm our financial services activities
- 17We are subject to counterparty default risks
- 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
- 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
- 20Loss of government contracts could harm our business22% rewritten
- 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
- 22Infrastructure disruptions could harm our business
- 23Failure to effectively hedge our exposure to fluctuations in foreign currency exchange rates and interest rates could adversely affect our financial condition and results of operations
- 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
- 25Our profitability could suffer from declines in fair value or impairment of our portfolio investments
- 26Unfavorable results of legal proceedings could harm our business and result in substantial costs
- 27Evolving and varied stakeholder expectations and regulatory requirements with respect to sustainability and environmental, social, and governance (“ESG”) activities could harm our reputation, adversely affect our business, and expose us to regulatory proceedings and litigation39% rewritten
- 28Global climate-related risks, and legal, regulatory, or market measures related to climate, may negatively affect our business, operations, and financial results46% rewritten
- 29Our compliance with current or future environmental and safety laws could have an adverse effect on our business
- 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
- 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
- 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
- 33Our multi-class common stock structure with different voting rights may adversely affect the trading price of the Class C Common Stock
- 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 Stock63% rewritten
- 35The 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
- 36The 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
- 37We may not continue to pay cash dividends or to pay cash dividends at the same rate as announced in February 2026
- 38The amount and frequency of our share repurchases may fluctuatenew
Other Dell Technologies 10-Ks
- 2025 10-K risk factors
38 risks. AI demand is concentrated among a small number of large customers and cloud service providers, making expansion to broader buyers critical.
Filed Mar 25, 2025
About this page
Item 1A of the 10-K on EDGAR was split into its risk factors and, where the company's previous 10-K is on file, each heading was matched to last year's and the text compared word for word. The headings are the filing's own. The one-line readings and the overview were written by a language model from the text of the new, dropped, and rewritten risks; they refer to risks by position and cannot misquote a heading.