Filed pursuant to Rule 424(b)(3)
Registration No. 333-226618

November 26, 2018

AMENDED CLASS V TRANSACTION PROPOSAL—YOUR VOTE IS VERY IMPORTANT

Dear fellow stockholders:

On or about October 23, 2018, we mailed you a proxy statement/prospectus dated October 19, 2018 (the “proxy statement/prospectus”) relating to a special meeting of the stockholders of Dell Technologies Inc. (“Dell Technologies,” the “Company,” “we,” “our” or “us”), to be held on December 11, 2018, at 8:00 a.m., Central Time, at the Dell Round Rock Campus, 501 Dell Way (Building 2-East), Round Rock, Texas 78682. The special meeting has been called for the purpose of considering and voting upon a number of matters relating to a proposed transaction (the “Class V transaction”), which would be implemented pursuant to an Agreement and Plan of Merger, dated as of July 1, 2018 (the “merger agreement”), between the Company and Teton Merger Sub Inc., a wholly owned subsidiary of the Company (“Merger Sub”).

I am pleased to announce that, on November 14, 2018, the Company and Merger Sub entered into Amendment No. 1 to the Agreement and Plan of Merger (the “merger agreement amendment” and, together with the merger agreement, as it may be further amended from time to time, the “amended merger agreement”). The merger agreement amendment, among other things, (i) increases the maximum amount of cash consideration payable to the holders of our Class V Common Stock in the Class V transaction from $9 billion to $14 billion, (ii) increases the per share cash consideration payable to the holders of the Class V Common Stock electing to receive cash consideration from $109.00, without interest, to $120.00, without interest, and (iii) increases the ratio at which each share of Class V Common Stock may be exchanged from 1.3665 shares of Class C Common Stock to at least 1.5043 shares of Class C Common Stock. Under the amended merger agreement, at the effective time of the merger, each share of our Class V Common Stock will be converted into the right to receive, at the election of the holder of such share, either (1) such number of shares of our Class C Common Stock as determined by the application of the exchange ratio, which will be between 1.5043 and 1.8130 (as described in the accompanying supplement to the proxy statement/prospectus), or (2) $120.00 in cash, without interest, subject to a cap of $14 billion on the aggregate amount of cash consideration.

In addition, the merger agreement amendment provides for certain corporate governance changes, including changes to the Company’s amended and restated certificate of incorporation (the “amended and restated Company certificate”) to provide for the ability of holders of Class C Common Stock, voting separately as a series, to elect one director at each annual meeting of stockholders of the Company, beginning with the second annual meeting of stockholders of the Company following the completion of the Class V transaction. Further, pursuant to the merger agreement amendment, by no later than June 30, 2019, (i) the Company’s board of directors will appoint to the board a fourth independent director after consultation with holders of Class C Common Stock and (ii) the Company will establish a nominating and corporate governance committee of the board of directors that, among its other responsibilities, will select or recommend to the board of directors a director nominee for election or re-election by the holders of Class C Common Stock, voting separately as a series.

If holders of Class V Common Stock elect in the aggregate to receive more than $14 billion in cash, the cash elections will be subject to proration as described in the accompanying supplement. The Company expects to issue between approximately 299,892,120 shares of Class C Common Stock (if all holders of Class V Common Stock elect to receive shares of Class C Common Stock) and approximately 124,390,453 shares of Class C Common Stock (if the holders of Class V Common Stock elect in the aggregate to receive $14 billion or more in

cash and the exchange ratio is 1.5043). With respect to any share consideration received by holders, holders will receive not less than 1.5043 shares of Class C Common Stock for each share of Class V Common Stock that is exchanged pursuant to the Class V transaction. The Class C Common Stock will be entitled to one vote per share with respect to matters to be voted upon by the Company’s stockholders and will represent an interest in Dell Technologies’ entire business and, unlike the Class V Common Stock, will not track the performance of any distinct assets or business.

The Company has applied to list the Class C Common Stock on the New York Stock Exchange (the “NYSE”) under the symbol “DELL.” If the listing is approved, the shares of Class C Common Stock will begin trading following the completion of the Class V transaction. If the Class V transaction is completed, there will no longer be any outstanding shares of Class V Common Stock, which is currently listed on the NYSE under the ticker symbol “DVMT.”

The completion of the Class V transaction is contingent on, among other things, the holders of a majority of the outstanding shares of our Class V Common Stock (excluding shares held by affiliates of the Company) approving the adoption of the amended merger agreement and the amended and restated Company certificate that is described in the accompanying supplement. The accompanying supplement includes copies of the merger agreement amendment and the form of the amended and restated Company certificate as Annex S-A and Annex S-B thereto, respectively, and the proxy statement/prospectus includes a copy of the merger agreement as Annex A thereto.

Our board of directors formed a Special Committee comprised entirely of independent and disinterested directors to evaluate the Class V transaction and other potential alternatives solely on behalf of, and solely in the interests of, the holders of Class V Common Stock. The Special Committee has unanimously determined that the amended merger agreement and the Class V transaction are advisable and in the best interests of the holders of the Class V Common Stock. The Special Committee unanimously recommends that all holders of the Class V Common Stock entitled to vote thereon vote “FOR” the adoption of the amended merger agreement and “FOR” the adoption of the amended and restated Company certificate. Our board of directors also has unanimously determined that the amended merger agreement and the Class V transaction are advisable and in the best interests of the Company and all of its stockholders. The board of directors unanimously recommends that all stockholders vote “FOR” the adoption of the amended merger agreement and “FOR” the adoption of the amended and restated Company certificate.

The accompanying supplement describes the amended merger agreement and the Class V transaction. We urge you to read, carefully and in their entirety, the accompanying supplement and its annexes, including the merger agreement amendment and the form of the amended and restated Company certificate attached as Annex S-A and Annex S-B thereto, respectively, and, if you have not done so already, the proxy statement/prospectus, which was previously provided to you, including its annexes and the documents referred to or incorporated by reference therein. In particular, you should carefully consider the matters discussed under “Risk Factors,” which begins on page 60 of the proxy statement/prospectus, and “Update to Risk Factors,” which begins on page S-33 of the accompanying supplement and any documents incorporated by reference into the proxy statement/prospectus and the accompanying supplement.

Regardless of the number of shares of common stock you own, your vote is important. We cannot complete the Class V transaction without the approval of the adoption of the amended merger agreement and the amended and restated Company certificate by our stockholders, including the holders of our Class V Common Stock. Whether or not you plan to attend the special meeting, if you have not already done so, we urge you to submit a proxy as promptly as possible to authorize in advance of the special meeting the voting of your shares by using one of the methods described in the proxy statement/prospectus. If you previously submitted a proxy for the special meeting of stockholders, which proxy has not subsequently been revoked, and you intend such proxy to be voted at the special meeting in the manner specified, you do not need to do anything further. If you previously submitted a proxy card and wish to revoke your proxy or change your voting instructions, we urge you to submit a later dated proxy card to have your shares voted as instructed on the proxy card mailed to you by Dell Technologies, which will revoke any earlier dated proxy card that you

submitted. If you fail to vote or abstain from voting on the adoption of the amended merger agreement or the amended and restated Company certificate, the effect will be the same as a vote against the Class V transaction.

Additionally, in connection with the merger agreement amendment, we have updated the election form previously sent to you. If you have not already submitted an election form or wish to change your election, we urge you to complete the updated election form when you receive it and submit it so that your election form is received by our exchange agent by 5:30 p.m., New York City time, on the eighth trading day following the date on which the Company issues a public announcement that the requisite stockholder approvals for the Class V transaction have been obtained. If you have previously submitted an election form, and you do not wish to change your election, you do not need to do anything further because the increase in the share consideration and the cash consideration pursuant to the merger agreement amendment will automatically apply to your election choices indicated in the prior election form. If you fail to submit a properly completed election form by this deadline or fail to properly elect which form of consideration to receive, you will be deemed to have made a share election and will receive solely shares of Class C Common Stock (other than cash received in lieu of a fractional share of Class C Common Stock).

We hope to see you at the special meeting and look forward to the successful completion of the Class V transaction.

Sincerely,

Michael S. Dell

Chairman of the Board and Chief Executive Officer

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued in connection with the transactions described in the accompanying supplement or the proxy statement/prospectus or determined that the accompanying supplement or the proxy statement/prospectus is accurate or complete. Any representation to the contrary is a criminal offense.

The accompanying supplement is dated November 26, 2018.

ADDITIONAL INFORMATION

The proxy statement/prospectus, including the accompanying supplement, incorporates important business, financial and other information about the Company from documents that are not included in the proxy statement/prospectus or the accompanying supplement. Stockholders of Dell Technologies, including any beneficial owner, may obtain copies of any of the documents incorporated by reference into the proxy statement/prospectus and the accompanying supplement, excluding any exhibit to those documents unless the exhibit is specifically incorporated by reference into those documents, at no cost, by written or oral request directed to:

Dell Technologies Inc.

One Dell Way

Round Rock, Texas 78682

Attention: Investor Relations

Telephone: (512) 728-7800

If you have questions about the Class V transaction, the accompanying supplement or the proxy statement/prospectus, would like additional copies of the proxy statement/prospectus or the accompanying supplement or need to obtain proxy cards or other information related to the proxy solicitation, please contact Innisfree M&A Incorporated toll-free at (877) 717-3936 (persons in the United States and Canada), +1 (412) 232-3651 (persons outside the United States and Canada) or (212) 750-5833 (collect) (banks, brokers and other financial institutions). You will not be charged for any of these documents that you request.

If you would like to request documents incorporated by reference into the proxy statement/prospectus or the accompanying supplement, please do so by no later than December 4, 2018, which is five business days before the date of the special meeting of stockholders.

See “Where You Can Find More Information” for additional information, including how you can view the incorporated documents via the internet.

Neither the proxy statement/prospectus nor the accompanying supplement constitutes an offer to sell, or a solicitation of an offer to buy, any securities, or the solicitation of a proxy, in any jurisdiction, to or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction.

NOTICE TO STOCKHOLDERS

DELL TECHNOLOGIES INC.

One Dell Way

Round Rock, Texas 78682

SUPPLEMENT DATED NOVEMBER 26, 2018

(to the Proxy Statement/Prospectus dated October 19, 2018)

AMENDED CLASS V TRANSACTION PROPOSAL

To the Stockholders of Dell Technologies Inc.:

On or about October 23, 2018, we mailed you a proxy statement/prospectus, dated October 19, 2018, which is referred to herein as the proxy statement/prospectus, relating to a special meeting of the stockholders of Dell Technologies, to be held on December 11, 2018, at 8:00 a.m. Central Time, at the Dell Round Rock Campus, 501 Dell Way (Building 2-East), Round Rock, Texas 78682. On or about November 21, 2018, we mailed you an updated notice of the special meeting (the “November stockholder notice”). This notice confirms the information provided to you in such prior notices. At the special meeting, stockholders will be asked to take the following actions:

A copy of the merger agreement is attached as Annex A to the proxy statement/prospectus and a copy of the merger agreement amendment is attached as Annex S-A to the accompanying supplement.

Dell Technologies will transact no other business at the special meeting except such business as may properly be brought before the special meeting or any adjournment or postponement thereof. Please refer to the accompanying supplement and the proxy statement/prospectus for further information with respect to the business to be transacted at the special meeting.

The Dell Technologies board of directors has fixed the close of business on October 18, 2018 as the record date for the special meeting. Only holders of record of Dell Technologies common stock as of the record date are entitled to notice of, and to vote at, the special meeting and any adjournment or postponement thereof.

Attendance at the special meeting will be limited to Dell Technologies stockholders as of the record date and to guests of Dell Technologies, as more fully described under “Special Meeting of Stockholders—Date, Time and Location” on page 128 of the proxy statement/prospectus. Stockholders who come to the special meeting will be required to present evidence of stock ownership as of October 18, 2018. You can obtain this evidence from your bank, brokerage firm or other nominee, typically in the form of your most recent monthly statement. All stockholders who attend the meeting will be required to present valid government-issued picture identification, such as a driver’s license or passport, and will be subject to security screenings.

Adoption of the amended merger agreement and the amended and restated Company certificate each require the affirmative vote, in person or by proxy, of (1) holders of record of a majority of the outstanding shares of Class V Common Stock (excluding shares held by affiliates of Dell Technologies), voting as a separate class, (2) holders of record of a majority of the outstanding shares of Class A Common Stock, voting as a separate class, (3) holders of record of a majority of the outstanding shares of Class B Common Stock, voting as a separate class, and (4) holders of record of outstanding shares of Class V Common Stock, Class A Common Stock, Class B Common Stock and Class C Common Stock representing a majority of the voting power of the outstanding shares of all such series of common stock, voting together as a single class. Approval, on a non-binding, advisory basis, of the transaction-related compensation proposal and approval of the adjournment proposal each require the affirmative vote of holders of record of a majority of the voting power of the outstanding shares of Class V Common Stock, Class A Common Stock, Class B Common Stock and Class C Common Stock present in person or by proxy at the meeting and entitled to vote thereon, voting together as a single class.

Under Delaware law, if you are a holder of our Class A Common Stock, our Class B Common Stock or our Class C Common Stock and you do not vote in favor of the proposal to adopt the amended merger agreement, you have not otherwise waived your statutory appraisal right and you comply with other requirements, you are entitled to statutory appraisal rights under Delaware law in connection with the Class V transaction. If you comply with the requirements of Section 262 of the General Corporation Law of the State of Delaware, referred to herein as DGCL, you are entitled to have the “fair value” (as defined pursuant to Section 262 of the DGCL) of your shares of common stock determined by the Court of Chancery of the State of Delaware and to receive cash payment for those shares based on that valuation. The ultimate amount you would receive in an appraisal proceeding may be more than, the same as or less than the value of the shares you would own after the merger if you did not exercise your appraisal rights. Any holder of Class A Common Stock, Class B Common Stock or Class C Common Stock seeking to assert appraisal rights should carefully review the procedures described in the proxy statement/prospectus. A copy of the applicable provisions of the DGCL was attached as Exhibit E to the proxy statement/prospectus. In addition, a copy of the applicable provisions of the DGCL, as amended, effective August 1, 2018, was included in the November stockholder notice, and is attached as Annex S-E to this supplement. The amendments to such provisions of the DGCL, effective August 1, 2018, do not affect the manner by which any stockholder with appraisal rights would exercise such rights.

The Special Committee, comprised entirely of independent and disinterested directors, which was established to act solely on behalf of, and solely in the interests of, the holders of Class V Common Stock, unanimously recommends that all holders of the Class V Common Stock entitled to vote thereon vote “FOR” the adoption of the amended merger agreement and “FOR” the adoption of the amended and restated Company certificate. The board of directors unanimously recommends that all stockholders vote “FOR” the adoption of the amended merger agreement, “FOR” the adoption of the amended and restated Company certificate, “FOR” the approval of the transaction-related compensation proposal and “FOR” the approval of the adjournment proposal.

Your vote is very important. Whether or not you expect to attend the special meeting in person, if you have not already done so, we urge you to submit your proxy as promptly as possible by (i) accessing the internet website specified on your proxy card, (ii) calling the toll-free number specified on your proxy card or (iii) marking, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided, so that your shares may be represented and voted at the special meeting. If you previously submitted a proxy for the special meeting of stockholders, which proxy has not subsequently been revoked, and you intend such proxy to be voted at the special meeting in the manner specified, you do not need to do anything further. If you previously submitted a proxy card and wish to revoke your proxy or change your

voting instructions, we urge you to submit a later dated proxy card to have your shares voted as instructed on the proxy card mailed to you by Dell Technologies, which will revoke any earlier dated proxy card that you submitted. If your shares are held of record in the name of a nominee, please follow the instructions on the voting instruction form furnished by the nominee.

On November 15, 2018, the Icahn stockholders filed (i) a Schedule 13D/A with the SEC, which amends their prior Schedule 13D filed with the SEC on October 15, 2018, and (ii) definitive additional materials to their definitive proxy statement filed with the SEC on October 15, 2018, in each case disclosing their intention to terminate their opposition to the Class V transaction and their solicitation of the Company’s stockholders to vote against all proposals in the proxy statement/prospectus. Advisors to Dell Technologies have been informed by advisors to the Icahn stockholders that the Icahn stockholders do not intend to vote any proxies submitted to them on the gold proxy card at the special meeting. As a result, if you have previously submitted a gold proxy card sent to you by any Icahn stockholder or its affiliates, your vote will not be counted. We urge you to submit a later dated white proxy card that was enclosed with the proxy statement/prospectus or the November stockholder notice by (i) accessing the internet website specified on such proxy card, (ii) calling the toll-free number specified on such proxy card or (iii) marking, signing, dating and returning such proxy card in the postage-paid envelope provided, so that your shares may be represented and voted at the special meeting.

Additionally, in connection with the merger agreement amendment, we have updated the election form previously sent to you. We will use our reasonable efforts to cause an updated election form to be disseminated to persons who, as of the record date for the special meeting, were holders of record of shares of Class V Common Stock as soon as practicable following the filing of the accompanying supplement with the SEC. If you have not already submitted an election form or wish to change your election, we urge you to complete the updated election form when you receive it and submit it so that your election form is received by our exchange agent by 5:30 p.m., New York City time, on the eighth trading day following the date on which the Company issues a public announcement that the requisite stockholder approvals for the Class V transaction have been obtained. If you have previously submitted an election form, and you do not wish to change your election, you do not need to do anything further because the increase in the share consideration and the cash consideration pursuant to the merger agreement amendment will automatically apply to your election choices indicated in the prior election form. If you fail to submit a properly completed election form by this deadline or fail to properly elect which form of consideration to receive, you will be deemed to have made a share election and will receive solely shares of Class C Common Stock (other than cash received in lieu of a fractional share of Class C Common Stock).

We urge you to read, carefully and in their entirety, the accompanying supplement and the proxy statement/prospectus, including all documents incorporated by reference into the proxy statement/prospectus and the accompanying supplement, and each of their annexes. In particular, see “Risk Factors,” which begins on page 60 of the proxy statement/prospectus, and “Update to Risk Factors,” which begins on page S-33 of the accompanying supplement. If you have any questions concerning the Class V transaction, the merger, the amended merger agreement, the special meeting, the accompanying supplement or the proxy statement/prospectus, would like additional copies of the accompanying supplement or the proxy statement/prospectus or need assistance or help submitting a proxy to have your shares of Dell Technologies common stock voted, please contact Innisfree M&A Incorporated:

Innisfree M&A Incorporated

Stockholders may call toll free: (877) 717-3936

Stockholders outside of the United States and Canada may call: +1 (412) 232-3651

Banks and Brokers may call collect: (212) 750-5833

By Order of the Board of Directors,

Richard J. Rothberg

General Counsel and Secretary

TABLE OF CONTENTS

ANNEXES

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EXPLANATORY NOTE

This supplement to the proxy statement/prospectus of Dell Technologies, dated October 19, 2018, which was first mailed on or about October 23, 2018 to Dell Technologies stockholders who were record holders of our common stock as of October 18, 2018, is being provided to you because the parties thereto have entered into an amendment to the Agreement and Plan of Merger, dated as of July 1, 2018, by and between Dell Technologies Inc. and Teton Merger Sub Inc. The merger agreement amendment, among other things, (i) increases the maximum amount of cash consideration payable to the holders of our Class V Common Stock in the Class V transaction from $9 billion to $14 billion, (ii) increases the per share cash consideration payable to the holders of the Class V Common Stock electing to receive cash consideration from $109.00, without interest, to $120.00, without interest, and (iii) increases the ratio at which each share of Class V Common Stock may be exchanged from 1.3665 shares of Class C Common Stock to at least 1.5043 shares of Class C Common Stock. In addition, the merger agreement amendment provides for certain corporate governance changes and a change to the election deadline as described elsewhere in this supplement.

This supplement and the annexes hereto should be read in conjunction with the proxy statement/prospectus, the annexes to the proxy statement/prospectus and the documents referred to or incorporated by reference into the proxy statement/prospectus and this supplement, each of which should be read in its entirety.

Except as otherwise described in this supplement and the annexes to this supplement, the proxy statement/prospectus, the annexes to the proxy statement/prospectus and the documents referred to or incorporated by reference into the proxy statement/prospectus and this supplement, are not otherwise modified, supplemented or amended. To the extent that information included in or incorporated by reference into this supplement differs from, updates or conflicts with information included in or incorporated by reference into the proxy statement/prospectus, the information in this supplement shall supersede or supplement the information in the proxy statement/prospectus.

Unless otherwise indicated or as the context otherwise requires, a reference in this supplement to:

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In this supplement, unless otherwise indicated, the number of shares of our common stock to be outstanding after the completion of the Class V transaction is based on 768,371,322 shares of our common stock outstanding as of October 15, 2018.

In addition, where we have presented pro forma information assuming that all holders of Class V Common Stock elect to receive shares of Class C Common Stock in the Class V transaction, such information has been calculated based on the minimum exchange ratio, regardless of the DVMT Trading Price, because only the minimum exchange ratio will apply.

Additionally, in this supplement and in the proxy statement/prospectus, unless the context otherwise requires, all references to (i) the “merger agreement” shall be deemed to refer, where applicable, to the

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Agreement and Plan of Merger, dated as of July 1, 2018, as amended by Amendment No. 1 to the Agreement and Plan of Merger, dated as of November 14, 2018, between the Company and Merger Sub, as it may be further amended from time to time, (ii) the “amended and restated Company certificate” shall be deemed to refer, where applicable, to the form of the fifth amended and restated Company certificate attached as Exhibit A to the merger agreement amendment that is attached as Annex S-A to this supplement and (iii) the “Company bylaws” following the completion of the Class V transaction shall be deemed to refer, where applicable, to the form of the second amended and restated Company bylaws attached as Exhibit B to the merger agreement amendment that is attached as Annex S-A to this supplement.

Capitalized terms used and not defined in this supplement have the meanings set forth in the proxy statement/prospectus.

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UPDATE TO QUESTIONS AND ANSWERS REGARDING THE CLASS V TRANSACTION AND THE SPECIAL MEETING

The following questions and answers are intended to briefly address some commonly asked questions regarding the merger agreement amendment, the debt financing and the special meeting of stockholders. These questions and answers may not address all questions that may be important to you as a stockholder of the Company. Please refer to the more detailed information contained elsewhere in this supplement, the annexes to this supplement, the proxy statement/prospectus, the annexes to the proxy statement/prospectus and the documents referred to or incorporated by reference into the proxy statement/prospectus and this supplement. See “Where You Can Find More Information” for information on how you can obtain copies of the incorporated documents or view them via the internet.

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This description of the merger agreement amendment does not purport to be complete and is subject to, and qualified in its entirety by reference to, the merger agreement amendment, which is attached as in Annex S-A to this supplement, and the merger agreement, which is attached as Annex A to the proxy statement/prospectus, each of which is incorporated by reference into this supplement and the proxy statement/prospectus.

Class V stockholders that fail to make an election will be deemed to have elected to receive shares of Class C Common Stock. Immediately prior to the completion of the Class V transaction, subject to approval and the satisfaction of other conditions of the Class V transaction, as well as certain other conditions described elsewhere in this supplement, VMware will pay a special cash dividend to its stockholders of $11 billion in the aggregate. Approximately $8.92 billion of the VMware cash dividend will be received by Dell Technologies and used to fund a portion of the cash consideration paid to holders of the Class V Common Stock.

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With respect to any share consideration received by holders, holders will receive not less than 1.5043 shares of Class C Common Stock for each share of Class V Common Stock that is exchanged pursuant to the Class V transaction.

If a holder fails to properly elect which form of consideration to receive, such holder will be deemed to have made a share election and will receive solely shares of Class C Common Stock (other than cash received in lieu of a fractional share of Class C Common Stock).

In the event that not all holders of Class V Common Stock make, or are deemed to have made, share elections by the election deadline, then the minimum exchange ratio will be increased by the exchange ratio adjustment, which amount will be a number of shares equal to (a) 0.01998 multiplied by (b) the lesser of (x) $15.45 and (y) the amount (which may be zero but, for the avoidance of doubt, not less than zero) by which the DVMT Trading Price is less than $120.00 multiplied by (c) the lesser of (x) 1.0 and (y) a fraction (i) the numerator of which is equal to the aggregate amount of cash elections as of the election deadline (without giving effect to any transfers of shares of Class V Common Stock which occur after the election deadline) and (ii) the denominator of which is equal to $14 billion, provided that the exchange ratio adjustment will not exceed 0.3087. In the event that the maximum amount of the exchange ratio adjustment is applicable, each share of Class V Common Stock will be exchanged at the maximum exchange ratio of 1.8130. The applicable exchange ratio generally will increase as the aggregate amount of cash elections increases and as the DVMT Trading Price decreases, subject to the maximum exchange ratio.

With respect to any share consideration received by holders, holders will receive not less than 1.5043 shares of Class C Common Stock for each share of Class V Common Stock that is exchanged pursuant to the Class V transaction.

The DVMT Trading Price is the 17-day aggregate volume-weighted average price per share of Class V Common Stock on the NYSE (as reported on Bloomberg) for a period of 17 consecutive trading days ending on the date of the election deadline.

Holders of Class V Common Stock will not know the applicable exchange ratio at the time they make their election because the applicable exchange ratio is dependent upon the aggregate amount of cash elections made by holders of Class V Common Stock and the DVMT Trading Price, neither of which will be known by the election deadline. However, beginning on the eighth trading day prior to the date of the special meeting of stockholders, the Company expects to make publicly available on its website each day unofficial estimates of the aggregate amount of cash elections and share elections as of 5:30 p.m., New York City time, on the trading day prior to such publication that are based on preliminary reports from the exchange agent, in order to provide Class V stockholders with the most recent information available. Holders should

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exercise caution in relying on these numbers, since they may not reflect the elections of large Class V stockholders whose elections may not be made until late in the process, and whose elections may significantly impact the aggregate amount of cash elections and share elections and thereby, the final exchange ratio.

The following tables illustrate (i) the applicable exchange ratio based on hypothetical DVMT Trading Prices, assuming holders of Class V Common Stock elect in the aggregate to receive the cash consideration shown in the first column and (ii) the corresponding economic ownership in Dell Technologies that will be held by current holders of Class V Common Stock (on a fully-diluted basis).

Exchange ratio:

Economic ownership percentage:

The table below illustrates the number of shares of Class C Common Stock to be issued, the total number of shares of our common stock that will be outstanding and the economic ownership percentage in the Company (on a fully-diluted basis) that will be held by current holders of Class V Common Stock, in each case, assuming that such holders elect to receive $14 billion or more of cash:

Assuming all holders of Class V Common Stock elect to receive shares of Class C Common Stock in the Class V Transaction, upon the completion of the Class V transaction, approximately 299.9 million shares of Class C Common Stock will be issued, the Company will have approximately 914.5 million shares of common stock in total outstanding and the economic ownership percentage in the Company (on a fully-diluted basis) that will be held by current holders of Class V Common Stock will be approximately 32.8%.

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The mix of share elections and cash elections and the DVMT Trading Price will determine how many shares of Class C Common Stock we will issue in the Class V transaction. For example, based on shares of our common stock outstanding as of October 15, 2018:

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With respect to any share consideration received by holders, holders will receive not less than 1.5043 shares of Class C Common Stock for each share of Class V Common Stock that is exchanged pursuant to the Class V transaction.

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If the Class V transaction is not completed, the VMware special dividend will not be paid and the Company does not expect to consummate the debt financing.

If the aggregate amount of all cash elections is less than or equal to $9 billion, then the debt financing condition will not apply and there will be no condition related to the debt financing or any alternative financing.

The Class C Common Stock issued in connection with the Class V transaction will be freely transferable by our non-affiliates and will trade just like any other publicly listed common stock. Our other series of common stock that will be outstanding after the Class V transaction, consisting of our Class A Common Stock and Class B Common Stock, will not be publicly traded.

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For example, if holders of Class V Common Stock elect in the aggregate to receive $15 billion in cash (representing approximately 62.7% of all outstanding shares of Class V Common Stock), the proration factor would be approximately 0.933 ($14 billion divided by $15 billion). A holder submitting a cash election for 1,000 shares of Class V Common Stock would be entitled to receive (1) cash in exchange for 933 of such shares (1,000 shares multiplied by the proration factor of 0.933) at $120.00 per share, or a total of $111,960, and (2) shares of Class C Common Stock for the remaining 67 shares of Class V Common Stock at the applicable exchange ratio and cash in lieu of any fractional shares of Class C Common Stock. With respect to such 67 shares of Class V Common Stock, (x) if the DVMT Trading Price is $120.00 or greater, the applicable exchange ratio will be 1.5043 (representing the minimum exchange ratio), and therefore such holder would be entitled to receive a total of 100 shares of Class C Common Stock and cash in lieu of 0.7881 fractional shares of Class C Common Stock and (y) if the DVMT Trading Price is $104.55 or less, the applicable exchange ratio will be 1.8130 (representing the maximum exchange ratio), and therefore such holder would be entitled to receive a total of 121 shares of Class C Common Stock and cash in lieu of 0.4710 fractional shares of Class C Common Stock.

If all holders of Class V Common Stock make cash elections (representing elections in the aggregate to receive approximately $23.9 billion in cash), the proration factor would be approximately 0.585 ($14 billion divided by approximately $23.9 billion). A holder submitting a cash election for 1,000 shares of Class V Common Stock would be entitled to receive (1) cash in exchange for 585 of such shares (1,000 shares multiplied by the proration factor) at $120.00 per share, or a total of $70,200, and (2) shares of Class C Common Stock for the remaining 415 shares of Class V Common Stock at the applicable exchange ratio and cash in lieu of any fractional shares of Class C Common Stock. With respect to such 415 shares of Class V Common Stock, (x) if the DVMT Trading Price is $120.00 or greater, the applicable exchange ratio will be 1.5043 (representing the minimum exchange ratio) and therefore such holder would be entitled to receive a total of 624 shares of Class C Common Stock and cash in lieu of 0.2845 fractional shares of Class C Common Stock and (y) if the DVMT Trading Price is $104.55 or less, the applicable exchange ratio will be 1.8130 (representing the maximum exchange ratio), and therefore such holder would be entitled to receive a total of 752 shares of Class C Common Stock and cash in lieu of 0.3950 fractional shares of Class C Common Stock.

If holders of Class V Common Stock do not elect to receive more than $14 billion in cash consideration, all holders will receive the form of consideration they elected to receive or were deemed to elect to receive.

See “Update to Election to Receive Class C Common Stock or Cash Consideration—Proration of Aggregate Cash Consideration” for additional information on the proration of the aggregate cash consideration.

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The Company will use its reasonable efforts to cause an updated election form to be disseminated to persons who, as of the record date for the special meeting, are holders of record of shares of Class V Common Stock as soon as practicable following the filing of this supplement with the SEC. If you have previously submitted an election form, and you do not wish to change your election, you do not need to do anything further because the increase in the share consideration and the cash consideration pursuant to the merger agreement amendment will automatically apply to your election choices indicated in the prior election form. If you have not previously submitted an election form or if you wish to change your election, we urge you to return your properly completed and signed updated election form accompanied by the stock certificates for your shares of Class V Common Stock, if any, and any additional documents specified in the election form by the election deadline, in each case, in the manner described in the proxy statement/prospectus. We encourage you to return your election form as promptly as practicable. If you make a valid election (and do not subsequently validly revoke such election) prior to the election deadline, our exchange agent has advised that your shares of Class V Common Stock subject to such election may not be transferred after the election deadline and prior to the earlier of the closing or the termination of the Class V transaction. If you fail to make an election, you will receive solely shares of Class C Common Stock (other than cash received in lieu of a fractional share of Class C Common Stock).

The updated election form reflects the increases to the consideration for the Class V transaction, the increased maximum aggregate cash consideration and the new election deadline.

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However, if you make a valid election (and do not subsequently validly revoke such election) prior to the election deadline, our exchange agent has advised that your shares of Class V Common Stock subject to such election may not be transferred after the election deadline and prior to the earlier of the closing or the termination of the Class V transaction.

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UPDATE TO RISK FACTORS

The following risk factors are intended to address risks relating to the merger agreement amendment and the debt financing. These risk factors supplement and, where applicable, replace the risk factors described under the heading “Risk Factors” beginning on page 60 of the proxy statement/prospectus. In deciding whether to vote for the adoption of the amended merger agreement and the amended and restated Company certificate and for the approval of the other special meeting proposals, stockholders should carefully consider the following risk factors and the risk factors described under the heading “Risk Factors” in the proxy statement/prospectus, all of the information contained in this supplement and the proxy statement/prospectus and the information incorporated by reference into the proxy statement/prospectus and this supplement. See “Where You Can Find More Information” for information on how to obtain copies of the incorporated documents or view them via the internet.

Risks Relating to the Class V Transaction

Holders of Class V Common Stock may not receive as much cash in the Class V transaction as they have elected.

The amended merger agreement provides that no more than $14 billion of cash, in the aggregate, will be paid to holders of Class V Common Stock in connection with the Class V transaction. If holders of Class V Common Stock making cash elections elect in the aggregate to receive more than $14 billion in cash, such cash elections will be subject to proration, and a portion of the consideration such holders requested in cash will instead be received in the form of Class C Common Stock. For additional information about proration, see “Update to Election to Receive Class C Common Stock or Cash Consideration—Proration of Aggregate Cash Consideration.” The value of the shares of Class C Common Stock at the time of the closing of the Class V transaction that are received by holders whose cash elections are prorated may be lower than the value of the cash consideration that such holders otherwise would have received in the absence of such proration.

The prices at which Class C Common Stock will trade after the Class V transaction may differ from the value used to determine the exchange ratio in the Class V transaction.

The valuation of Dell Technologies and the exchange ratio of 1.5043 shares of Class C Common Stock for each share of Class V Common Stock (as it may be increased up to the maximum exchange ratio of 1.8130 shares of Class C Common Stock as described herein) were based on the analysis of each of Dell Technologies and the Special Committee and their related negotiations with respect thereto, with Goldman Sachs acting as financial advisor to Dell Technologies and Evercore acting as financial advisor to the Special Committee, as well as negotiations with certain Class V stockholders. It is not possible to predict the prices at which the Class C Common Stock will trade after the Class V transaction relative to the trading prices of shares of Class V Common Stock before the Class V transaction or the trading prices of shares of VMware Class A common stock. In particular, the Company’s ongoing efforts to solicit proxies in support of the Class V transaction and to encourage long-term investment in the Company could increase the trading price of the Class V Common Stock, which will in part affect the exchange ratio. Trading prices of the Class C Common Stock may be less than the valuation of Dell Technologies that was used to determine the exchange ratio in the Class V transaction. In addition, the actual and perceived market value of the Class C Common Stock to be received at the closing of the Class V transaction may be higher or lower than the actual and perceived value of those shares on earlier dates.

Because the applicable exchange ratio is based, in part, on the trading price of Class V Common Stock and because there is no current trading market for the Class C Common Stock, the value of the Class C Common Stock that holders of Class V Common Stock will receive in the Class V transaction is uncertain.

The applicable exchange ratio at which shares of Class V Common Stock will be exchanged for shares of Class C Common Stock will be based, in part, on the DVMT Trading Price. Because there is no current trading market for, or market price of, the Class C Common Stock, the applicable exchange ratio will not reflect any

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trading price of the Class C Common Stock. As a result, the value of the Class C Common Stock to be received by holders of Class V Common Stock as part of the transaction consideration is uncertain. Although we have applied to list our Class C Common Stock on the NYSE, market reaction to newly listed stocks is unpredictable. The opening price of the Class C Common Stock upon listing on the NYSE and its trading price thereafter will depend on various factors, including, among others, the factors identified in the proxy statement/prospectus under “—Risks Relating to Ownership of Class C Common Stock—The price of our Class C Common Stock may be volatile, which could cause the value of your investment to decline.” Many of these factors are not within our control. We cannot assure you that the Class C Common Stock will trade at any particular price.

Whether holders of Class V Common Stock will receive more than 1.5043 shares of Class C Common Stock in exchange for each share of their Class V Common Stock will not be determined at the time the holders of Class V Common Stock make their elections.

Upon the completion of the Class V transaction, each share of Class V Common Stock will be converted into the right to receive, at the election of the holder of such share, either (1) such number of shares of Class C Common Stock as determined by the application of the exchange ratio (which will be between 1.5043 and 1.8130) or (2) $120.00 in cash, without interest, subject to a cap of $14 billion on the aggregate amount of cash consideration. The applicable exchange ratio will be determined by the amount of cash elections as of the election deadline as well as the DVMT Trading Price. The applicable exchange ratio generally will increase as the aggregate amount of cash elections increases and as the DVMT Trading Price decreases, subject to a maximum exchange ratio of 1.8130. With respect to any share consideration received by holders, holders will receive not less than 1.5043 shares of Class C Common Stock for each share of Class V Common Stock that is exchanged pursuant to the Class V transaction.

Because the exchange ratio is dependent upon the aggregate amount of cash elections made by holders of Class V Common Stock and the DVMT Trading Price, each of which will not be known by the election deadline, holders of Class V Common Stock will not know the applicable exchange ratio at the time they make their election. While the Company expects to make publicly available on its website each day unofficial estimates of the aggregate amount of cash elections and share elections as of 5:30 p.m., New York City time, on the trading day prior to such publication that are based on preliminary reports from the exchange agent, beginning on the eighth trading day prior to the date of the special meeting of stockholders, such preliminary estimates may be significantly higher or lower than the final exchange ratio, which can be determined only after the election deadline. Holders should exercise caution in relying on these numbers, since they may not reflect the elections of large Class V stockholders whose elections may not be made until late in the process, and whose elections may significantly impact the aggregate amount of cash elections and share elections and thereby, the final exchange ratio. In addition, the trading price of the Class V Common Stock at and prior to the election deadline may be materially higher or lower than the DVMT Trading Price. Therefore, the amount of Class C Common Stock that a holder of Class V Common Stock receives at the closing of the Class V transaction based on the final exchange ratio may be materially different from the amount of Class C Common Stock such holder would have expected to receive when the holder made the election.

The completion of the Class V transaction is subject to a number of conditions, which, if not fulfilled or not fulfilled in a timely manner, may result in termination of the amended merger agreement and abandonment of the Class V transaction.

In addition to VMware’s payment of the special cash dividend and the ability of the Company’s subsidiaries to transfer the proceeds of such payment to the Company, the amended merger agreement contains a number of conditions to our obligation to complete the merger, including, among others:

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For a more complete summary of the conditions that must be satisfied or waived prior to the completion of the Class V transaction, see “Update to the Merger Agreement—Conditions to the Merger.”

Many of the conditions to the closing of the merger and the Class V transaction are not within our control, and we are unable to predict when or if these conditions will be satisfied. The amended merger agreement provides for an outside date of January 31, 2019 for the completion of the merger, after which we may terminate the amended merger agreement. Although we have agreed in the amended merger agreement to use our reasonable best efforts, subject to certain limitations, to complete the merger as promptly as practicable, these and other conditions to the completion of the merger and Class V transaction may fail to be satisfied. In addition, satisfying the conditions to and completing the merger and Class V transaction may take longer, and could cost more, than we expect.

Lawsuits have been filed and other lawsuits may be filed arising out of or relating to the merger agreement or the Class V transaction. An adverse ruling in any such lawsuit may delay the Class V transaction or prevent the Class V transaction from being completed.

On October 31, 2018, High River Limited Partnership, Icahn Partners Master Fund LP, and Icahn Partners LP filed an action against us in Delaware Chancery Court, pursuant to Section 220 of the DGCL, seeking (i) to inspect certain of our books and records purportedly related to the Class V transaction or the potential initial public offering of our Class C Common Stock, and (ii) the public dissemination of unspecified materials already produced for inspection (High River LP v. Dell Techs. Inc., No. 2018-0790-AGB (Del. Ch. filed Oct. 31, 2018)). On November 5, 2018, the Chancery Court scheduled a trial on the matter for November 19, 2018. Prior to the scheduled trial, on November 15, 2018, the plaintiffs voluntarily dismissed this action against the Company.

On November 8, 2018, Hallandale Beach Police and Fire Retirement Plan filed a putative stockholder class action lawsuit against our directors and certain of the MD stockholders, the MSD Partners stockholders and the SLP stockholders in Delaware Chancery Court, alleging, among other things, that the directors of the Company breached their fiduciary duties to Class V stockholders in connection with the Class V transaction, because,

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among other things, the Class V transaction is allegedly financially unfair and coercive to Class V stockholders and there were various conflicts of interest (Hallandale Beach Police and Fire Retirement Plan v. Michael Dell, et al., No. 2018-0816-JTL (Del. Ch. filed November 8, 2018)). The lawsuit seeks, among other things, a judicial declaration that that defendants breached their fiduciary duties and an award of damages, fees and costs. See the section “Update to Proposal 1—Adoption of the Merger Agreement—Litigation Relating to the Class V Transaction” for more information about the lawsuit related to the Class V transaction that has been filed prior to the date of this supplement.

Additional lawsuits arising out of or relating to the merger agreement or the Class V transaction may be filed in the future. Such lawsuits could prevent the Class V transaction from being completed, or could result in a material delay in, or the abandonment of, the Class V transaction. One of the conditions to the completion of the merger is the absence of any applicable law (including any restraining order, injunction, or other judgment, order or decree) being in effect in the United States or certain other jurisdictions where we have material business or operations that prohibits the consummation of the merger. Accordingly, if a plaintiff in any such jurisdiction is successful in obtaining an order that prohibits the consummation of the merger, then such order may prevent the merger and the Class V transaction from being completed, or from being completed within the expected timeframe.

The fairness opinion obtained by the Special Committee from its financial advisor will not reflect changes, circumstances, developments or events that may have occurred or may occur after the date of the opinion.

The Special Committee obtained from its financial advisor, Evercore, an updated opinion that the revised transaction consideration was fair, from a financial point of view, to the Class V stockholders (other than Dell Technologies and its affiliates) that was rendered on November 14, 2018, the date on which the merger agreement amendment was entered into. The opinion of Evercore does not speak as of the time at which the merger or the Class V transaction will be completed or as of any date other than the date of the opinion. Changes in financial, economic, market and other conditions on which the opinion of Evercore was based may significantly alter the values of Dell Technologies or the Class V Common Stock prior to the completion of the merger or the Class V transaction.

The opinion of Evercore is attached as Annex S-D to this supplement. For a description of the opinion that the Special Committee received from Evercore and a summary of the material financial analyses they provided to the Special Committee in connection with rendering such opinion, see “Update to Proposal 1—Adoption of the Merger Agreement—Opinion of Evercore Group L.L.C.”

Risks Relating to Ownership of Class C Common Stock

Our multi-class common stock structure with different voting rights may adversely affect the trading price of the Class C Common Stock.

Each share of our Class A Common Stock and each share of our Class B Common Stock has ten votes, while each share of our Class C Common Stock has one vote. Based on their ownership of our common stock as of October 15, 2018, because of these disparate voting rights, immediately following the completion of the Class V transaction, the MD stockholders, the MSD Partners stockholders and the SLP stockholders will collectively hold common stock representing approximately 93.9% of the total voting power of our outstanding common stock (assuming all holders of Class V Common Stock elect to receive shares of Class C Common Stock, and therefore that the minimum exchange ratio applies), approximately 96.4% of the total voting power of our outstanding common stock (assuming the holders of Class V Common Stock elect in the aggregate to receive $14 billion or more in cash and the DVMT Trading Price is $104.55 or less, and therefore that the maximum exchange ratio applies) or approximately 96.8% of the total voting power (assuming the holders of Class V Common Stock elect in the aggregate to receive $14 billion or more in cash and the DVMT Trading Price is $120.00 or greater, and therefore that the minimum exchange ratio applies). The limited ability of holders of our Class C Common Stock to influence matters requiring stockholder approval may adversely affect the market price of our Class C Common Stock.

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In addition, in 2017, FTSE Russell, S&P Dow Jones and MSCI announced changes to their eligibility criteria for inclusion of shares of public companies on certain indices to exclude companies with multiple classes of shares of common stock from being added to such indices. FTSE Russell announced plans to require new, and beginning in September 2022, existing constituents of its indices to have at least 5% of their voting rights in the hands of public stockholders, whereas S&P Dow Jones announced that companies with multiple share classes, such as ours, will not be eligible for inclusion in the S&P 500, S&P MidCap 400 and S&P SmallCap 600, which together make up the S&P Composite 1500. MSCI also opened public consultations on their treatment of no-vote and multi-class structures and has temporarily barred new multi-class listings from its ACWI Investable Market Index and U.S. Investable Market 2500 Index. Other stock indices might take a similar approach in the future. Under the announced policies, our multi-class capital structure would make us ineligible for inclusion in any of these indices and, as a result, mutual funds, exchange-traded funds and other investment vehicles that attempt to passively track these indices will not invest in our Class C Common Stock. These policies are new and it is unclear what effect, if any, they will have on the valuations of publicly traded companies excluded from the indices. It is possible that such policies may depress the valuations of public companies excluded from these indices compared to valuations of companies that are included.

Future sales, or the perception of future sales, of a substantial amount of shares of our Class C Common Stock could depress the trading price of the Class C Common Stock.

Sales of a substantial number of shares of our Class C Common Stock in the public market, or the perception that these sales may occur, could adversely affect the market price of the Class C Common Stock, which could make it more difficult for investors to sell their shares of Class C Common Stock at a time and price that they consider appropriate. These sales, or the possibility that these sales may occur, also could impair our ability to sell equity securities in the future at a time and at a price we deem appropriate, and our ability to use Class C Common Stock as consideration for acquisitions of other businesses, investments or other corporate purposes. Immediately following the completion of the Class V transaction, we will have a total of approximately 322,381,570 shares of our Class C Common Stock outstanding (assuming all holders of Class V Common Stock elect to receive shares of Class C Common Stock and therefore that the minimum exchange ratio applies), approximately 172,406,282 shares of our Class C Common Stock outstanding (assuming the holders of Class V Common Stock elect in the aggregate to receive $14 billion or more in cash and the DVMT Trading Price is $104.55 or less, and therefore that the maximum exchange ratio applies) or approximately 146,879,903 shares of our Class C Common Stock outstanding (assuming the holders of Class V Common Stock elect in the aggregate to receive $14 billion or more in cash and the DVMT Trading Price is $120.00 or greater, and therefore that the minimum exchange ratio applies).

As of October 15, 2018, the 406,290,710 outstanding shares of Class A Common Stock held by the MD stockholders and the MSD Partners stockholders and the 136,986,858 outstanding shares of Class B Common Stock held by the SLP stockholders are convertible into shares of Class C Common Stock at any time on a one-to-one basis. Although the MD stockholders, the MSD Partners stockholders and SLP stockholders are generally subject to transfer restrictions that prevent their sale or other transfer of common stock for 180 days following the completion of the Class V transaction, upon the expiration or waiver of such lock-up period, such shares, upon any conversion into shares of Class C Common Stock, will be eligible for resale in the public market pursuant to Rule 144 under the Securities Act, subject to volume, manner of sale and other limitations under Rule 144.

In addition, as of October 15, 2018, we have entered into a registration rights agreement with holders of 406,483,978 outstanding shares of Class A Common Stock (which are convertible into shares of Class C Common Stock), holders of all of the 136,986,858 outstanding shares of Class B Common Stock (which are convertible into shares of Class C Common Stock) and holders of 22,468,918 outstanding shares of Class C Common Stock, pursuant to which we have granted such holders and their permitted transferees shelf, demand and/or piggyback registration rights with respect to such shares. Registration of those shares under the Securities Act would permit such holders to sell the shares into the public market.

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Further, as of October 15, 2018 and after giving pro forma effect to the conversion of stock options, restricted stock units and deferred units covering shares of Class V Common Stock into similar awards covering shares of Class C Common Stock upon the completion of the Class V transaction, we would have had (i) (a) 34,625,572 shares of Class C Common Stock (assuming the minimum exchange ratio applies) or (b) 34,666,644 shares of Class C Common Stock (assuming the maximum exchange ratio applies) that may be issued upon the exercise, vesting or settlement, as applicable, of outstanding stock options, restricted stock units or deferred stock units under our stock incentive plans, all of which would have been, upon issuance, eligible for sale in the public market, subject to expiration or waiver of applicable contractual transfer restrictions that, subject to certain exceptions, are scheduled to expire beginning 181 days after the completion of the Class V transaction, and to terminate 18 months thereafter, and (ii) an additional 32,109,884 shares of Class C Common Stock that have been authorized and reserved for issuance in relation to potential future awards under our stock incentive plans. We also may issue additional options in the future which may be exercised for additional shares of Class C Common Stock and additional restricted stock units or deferred stock units which may vest, all of which we expect will be registered under one or more registration statements on Form S-8 under the Securities Act and available for sale in the open market.

Dell Technologies is controlled by the MD stockholders, and the MD stockholders, the MSD Partners stockholders and the SLP stockholders collectively own a substantial majority of its common stock.

By reason of their ownership of Class A Common Stock possessing a majority of the aggregate votes entitled to be cast by holders of all outstanding shares of the Company’s common stock voting together as a single class, the MD stockholders have the ability to approve any matter submitted to the vote of all of the outstanding shares of the Company’s common stock voting together as a single class.

Through their control of Dell Technologies, the MD stockholders are, and after the completion of the Class V transaction will be, able to control actions to be taken by Dell Technologies, including actions related to the election of directors of Dell Technologies and its subsidiaries (including VMware and its subsidiaries), amendments to Dell Technologies’ organizational documents and the approval of significant corporate transactions, including mergers, sales of substantially all of Dell Technologies’ assets, distributions of Dell Technologies’ assets, the incurrence of indebtedness and any incurrence of liens on Dell Technologies’ assets. For example, while the amended and restated Company bylaws provide that the number of directors will be fixed by resolution of the board of directors, the stockholders of the Company may adopt, amend or repeal the amended and restated Company bylaws in accordance with Section 109 of the DGCL. Through their control of Dell Technologies, the MD stockholders may therefore amend the amended and restated Company bylaws to change the number of directors (within the limits of the amended and restated Company certificate), notwithstanding any determination by the board of directors regarding board size.

Further, as of October 15, 2018, after giving pro forma effect to the completion of the Class V transaction, the MD stockholders, the MSD Partners stockholders and the SLP stockholders will collectively beneficially own 63.0% (assuming all holders of Class V Common Stock elect to receive shares of Class C Common Stock, and therefore that the minimum exchange ratio applies), 76.0% (assuming the holders of Class V Common Stock elect in the aggregate to receive $14 billion or more in cash and the DVMT Trading Price is $104.55 or less, and therefore that the maximum exchange ratio applies) or 78.8% (assuming the holders of Class V Common Stock elect in the aggregate to receive $14 billion or more in cash and the DVMT Trading Price is $120.00 or greater, and therefore that the minimum exchange ratio applies) of our outstanding common stock. This concentration of ownership together with the disparate voting rights of our common stock may delay or deter possible changes in control of the Company, which may reduce the value of an investment in our Class C Common Stock. So long as the MD stockholders, the MSD Partners stockholders and the SLP stockholders continue to own common stock representing a significant amount of the combined voting power of our outstanding common stock, even if such amount is, individually or in the aggregate, less than 50%, such stockholders will continue to be able to strongly influence our decisions. Further, after the completion of the Class V transaction, the MD stockholders and the SLP stockholders, respectively, will have the right to nominate a number of individuals for election as Group I

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Directors which is equal to the percentage of the total voting power for the regular election of directors of the Company beneficially owned by the MD stockholders or by the SLP stockholders, as the case may be, multiplied by the number of directors then on the board of directors who are not members of the audit committee, rounded up to the nearest whole number. Further, so long as the MD stockholders or the SLP stockholders each beneficially own at least 5% of all outstanding shares of the Company’s common stock entitled to vote generally in the election of directors, each of the MD stockholders or the SLP stockholders, as applicable, will be entitled to nominate at least one individual for election as a Group I Director.

Risks Relating to our Business and our Industry

Dell Technologies’ substantial level of indebtedness could adversely affect its financial condition.

Dell Technologies has a substantial amount of indebtedness, which require significant interest and other debt service payments. As of August 3, 2018, after giving effect to the incurrence of the debt financing in the maximum principal amount of $5.0 billion, Dell Technologies would have had approximately $55.3 billion aggregate principal amount of indebtedness (assuming the holders elect in the aggregate to receive $14 billion or more in cash). As of the same date, Dell Technologies and its subsidiaries also had an additional $4.9 billion available for borrowing under its revolving credit facilities.

Dell Technologies’ substantial level of indebtedness could have important consequences, including the following:

Dell Technologies and its subsidiaries may be able to incur substantial additional indebtedness in the future, subject to the restrictions contained in Dell Technologies’ and its subsidiaries’ credit facilities and the indentures that govern the notes. If new indebtedness is added to the debt levels of Dell Technologies and its subsidiaries, the related risks that Dell Technologies now faces could intensify. Dell Technologies’ ability to access additional funding under its revolving credit facilities will depend upon, among other factors, the absence of a default under either such facility, including any default arising from a failure to comply with the related covenants. If Dell Technologies is unable to comply with its covenants under its revolving credit facilities, Dell Technologies’ liquidity may be adversely affected.

From time to time, when it believes it is advantageous to do so, Dell Technologies may seek to reduce its leverage by repaying certain of its indebtedness before the maturity dates of such indebtedness. Dell Technologies may be unable to generate operating cash flows and other cash necessary to achieve a level of debt reduction that will significantly enhance its credit quality and reduce the risks associated with its substantial indebtedness.

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As of February 2, 2018, approximately $12.6 billion of Dell Technologies’ debt was variable-rate debt and a 100 basis point increase in interest rates would have resulted in an increase of approximately $126 million in annual interest expense on such debt. Dell Technologies’ ability to meet its expenses, to remain in compliance with its covenants under its debt instruments and to make future principal and interest payments in respect of its debt depends on, among other factors, Dell Technologies’ operating performance, competitive developments and financial market conditions, all of which are significantly affected by financial, business, economic, and other factors. Dell Technologies is not able to control many of these factors. Given current industry and economic conditions, Dell Technologies’ cash flow may not be sufficient to allow Dell Technologies to pay principal and interest on its debt and meet its other obligations.

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Statements in this supplement or the proxy statement/prospectus that are not historical in nature are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. When used in this supplement, the proxy statement/prospectus or in documents incorporated by reference into the proxy statement/prospectus or this supplement, forward-looking statements include, without limitation, statements regarding financial estimates, completion of the merger and effects of the Class V transaction, the debt financing, future financial and operating results, the Company’s plans, expectations, beliefs, intentions and strategies, and other statements that are not historical facts. Such forward-looking statements may be signified by the words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “objective,” “outlook,” “plan,” “project,” “possible,” “potential,” “should” and similar expressions.

These statements regarding future events or the Company’s future performance or results inherently are subject to a variety of risks, contingencies and other uncertainties that could cause actual results, performance or achievements to differ materially from those described in or implied by the forward-looking statements. The risks, contingencies and other uncertainties that could result in the failure of the Class V transaction to be completed or, if completed, that could affect ownership of the Class C Common Stock or the Company’s business, results of operations, financial condition or prospects include:

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For a further discussion of these and other risks, contingencies and uncertainties, see “Risk Factors” in the proxy statement/prospectus, “Update to Risk Factors” in this supplement, and the Company’s filings with the SEC incorporated by reference into the proxy statement/prospectus and this supplement.

Because of these risks, contingencies and other uncertainties, you are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this supplement or the proxy statement/prospectus, as applicable. All subsequent written or oral forward-looking statements attributable to the Company or any person acting on the Company’s behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. The Company does not undertake any obligation to release publicly any revisions to these forward-looking statements to reflect changes in its expectations, events or circumstances, or new information after the date of this supplement, except as may be required under applicable federal securities laws.

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UPDATE TO COMPARATIVE HISTORICAL AND UNAUDITED PRO FORMA PER SHARE DATA

The following information replaces the information under the heading “Comparative Historical and Unaudited Pro Forma Per Share Data” beginning on page 97 of the proxy statement/prospectus.

The following tables set forth:

The pro forma net income and cash dividends per share information gives effect to the transactions contemplated by the amended merger agreement, the debt financing and the Class V transaction as if they had occurred on February 4, 2017, the first day of the fiscal year ended February 2, 2018, and the pro forma book value per share information for the six months ended August 3, 2018 and the fiscal year ended February 2, 2018 gives effect to the transactions contemplated by the amended merger agreement, the debt financing and the Class V transaction as if they had occurred on August 3, 2018 and February 2, 2018, respectively.

This information is based on, and should be read together with, the selected historical consolidated financial information, the unaudited pro forma condensed consolidated financial information and the historical financial information that are included in or incorporated by reference into the proxy statement/prospectus and this supplement. See “Where You Can Find More Information” for information on how you can obtain copies of our incorporated SEC filings or access them via the internet. The unaudited pro forma per share information is presented for informational purposes only. The unaudited pro forma per share information does not purport to represent what the Company’s results of operations or financial condition would have been had the transactions contemplated by the amended merger agreement, the debt financing and the Class V transaction actually occurred on the dates indicated, and does not purport to project the Company’s results of operations or financial condition for any future period or as of any future date.

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UPDATE TO MANAGEMENT OF DELL TECHNOLOGIES AFTER THE CLASS V TRANSACTION

The following information supplements and, where applicable, replaces the information under the heading “Management of Dell Technologies After the Class V Transaction” beginning on page 117 of the proxy statement/prospectus. We urge you to read this supplement and the proxy statement/prospectus carefully, including the attached annexes and the other documents incorporated by reference into the proxy statement/prospectus and this supplement. See “Where You Can Find More Information” for information on how to obtain copies of the incorporated documents or view them via the internet.

Board of Directors

Our business and affairs are managed under the direction of our board of directors.

Number; Membership; Election

Following the closing of the Class V transaction, the amended and restated Company certificate and the amended and restated Company bylaws will provide that our board of directors may consist of no fewer than three directors or more than 21 directors (provided that the number of Group IV Directors shall be one and the number of Group I Directors may be no fewer than three or more than 20). The number of authorized directors from time to time will be determined by the board of directors in accordance with the amended and restated Company bylaws. As of the record date for the special meeting, the board of directors is composed of six members, consisting of Michael S. Dell, David W. Dorman, Egon Durban, William D. Green, Ellen J. Kullman and Simon Patterson. Immediately after the Class V transaction, these individuals are currently expected to continue to serve as Group I directors.

Under the amended and restated Company certificate, the board of directors will be divided into two classes of directors, consisting of the Group I Directors and the Group IV Director. The Group I Directors will be elected annually by the holders of the Class A Common Stock, Class B Common Stock and Class C Common Stock voting together as a single class, and, beginning with the second annual stockholders meeting of the Company after the completion of the Class V transaction, the Group IV Director will be elected annually by the holders of the Class C Common Stock, voting separately as a series. Based on their beneficial ownership of our common stock as of the record date, immediately following the completion of the Class V transaction, the MD stockholders will beneficially own common stock representing approximately 65.1% of the total voting power of our outstanding common stock (assuming all holders of Class V Common Stock elect to receive shares of Class C Common Stock, and therefore that the minimum exchange ratio applies), approximately 66.8% of the total voting power of our outstanding common stock (assuming the holders of Class V Common Stock elect in the aggregate to receive $14 billion or more in cash and the DVMT Trading Price is $104.55 or less, and therefore that the maximum exchange ratio applies) or approximately 67.1% of the total voting power (assuming the holders of Class V Common Stock elect in the aggregate to receive $14 billion or more in cash and the DVMT Trading Price is $120.00 or greater, and therefore that the minimum exchange ratio applies). For so long as the MD stockholders will continue to beneficially own common stock representing a majority of the total voting power of our outstanding common stock, the MD stockholders will have the ability to approve any matter submitted to the vote of all of the outstanding shares of our common stock voting together as a single class, including the election of the Group I Directors.

Term of Service

Elections of all members of the board of directors will be held annually at our annual meeting of stockholders. Each director will be elected for a term commencing on the date of the director’s election and ending on the date on which the director’s successor is elected and qualified, or, if earlier, the date of the director’s death, resignation, disqualification or removal. The election of the Group IV Director will occur beginning with the second annual meeting of the stockholders of the Company following the completion of the Class V transaction and will occur annually thereafter.

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Voting Rights of Directors

Under the amended and restated Company certificate, each member of the board of directors will be entitled to one vote on any matter submitted to a vote by the board of directors.

Nomination Rights of Stockholders

Under the Amended Sponsor Stockholders Agreements, each of the MD stockholders and the SLP stockholders will have the right to nominate a number of individuals for election as directors which is equal to (i) in the case where the MD stockholders and SLP stockholders beneficially own more than 70% of the total voting power for the regular election of directors of the Company, the percentage of (x) the total voting power for the regular election of directors of the Company beneficially owned by the MD stockholders or by the SLP stockholders, as the case may be, multiplied by (y) the number of directors then on the board of directors (and any vacancy thereon) who are not members of the audit committee, or (ii) in the case where the MD stockholders and SLP stockholders beneficially own 70% or less of the total voting power for the regular election of directors of the Company, the percentage of (x) the total voting power for the regular election of directors of the Company beneficially owned by the MD stockholders or by the SLP stockholders, as the case may be, multiplied by (y) the number of directors then on the board of directors (and any vacancy thereon), in each case of (i) and (ii), rounded up to the nearest whole number. Further, so long as the MD stockholders or the SLP stockholders each beneficially own at least 5% of all outstanding shares of the Company’s common stock entitled to vote generally in the election of directors, each of the MD stockholders or the SLP stockholders, as applicable, will be entitled to nominate at least one individual for election to the board of directors as a Group I Director. For additional information about the stock ownership of the MD stockholders and the SLP stockholders, see “Security Ownership of Certain Beneficial Owners and Management” in the proxy statement/prospectus. Under the amended and restated Company certificate, the holders of Class C Common Stock will have the right, voting separately as a series, to elect the Group IV Director, beginning with the second annual meeting of stockholders of the Company following the completion of the Class V transaction and annually thereafter. The nominating and corporate governance committee will select or recommend to the board of directors of the Company for selection the Group IV Director nominee for election or re-election at each annual meeting of the stockholders. The SLP Stockholders Agreement also will provide that, so long as the MD stockholders and the MSD Partners stockholders in the aggregate beneficially own common stock representing a majority of the total voting power of our outstanding common stock, the SLP stockholders will use their reasonable best efforts to expand the size of the board of directors to up to 21 directors at the request of the MD stockholders.

In addition, under the Amended Sponsor Stockholders Agreements, if any person nominated by the MD stockholders or the SLP stockholders ceases to serve on the board of directors as a Group I Director for any reason (except as a result of a reduction in such stockholder’s right to nominate Group I Directors pursuant to the applicable Amended Sponsor Stockholders Agreement), then the stockholder who nominated such Group I Director will be entitled to nominate a replacement so long as the stockholder is entitled to nominate at least one Group I Director to the board of directors at such time. For so long as either the MD stockholders or the SLP stockholders have the right to nominate a Group I Director or Group I Directors under their respective Amended Sponsor Stockholders Agreement, each of the Company, the MD stockholders and the SLP stockholders will agree to nominate such Group I Director or Group I Directors for election as part of the slate of directors that is included in the Company’s proxy statement and to provide the highest level of support for the election of such nominees as it provides to any other individual standing for election as a director of the Company. Each of the MD stockholders and the SLP stockholders also will be obligated to vote in favor of each Group I Director nominated by the MD stockholders or the SLP stockholders in accordance the MD Stockholders Agreement or the SLP Stockholders Agreement, as applicable, unless the SLP stockholders elect to terminate such arrangements under the SLP Stockholders Agreement. Further, under the Amended Sponsor Stockholders Agreements, none of the MD stockholders or SLP stockholders will nominate or support any person who is not nominated by the MD stockholders or the SLP stockholders or the then incumbent directors of the Company.

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The MSD Partners Stockholders Agreement will provide that the MSD Partners stockholders will be required to vote all of their common stock in favor of the election of each director who is included as part of the slate of directors set forth in any Company proxy statement and whose election the board of directors has recommended. In addition, under the MSD Partners Stockholders Agreement, the MSD Partners stockholders may not nominate or support any person for election to the board of directors who is not either nominated by the then incumbent directors of the Company or nominated pursuant to the Amended Sponsor Stockholders Agreements.

As of the record date, after giving pro forma effect to the completion of the Class V transaction and assuming the board of directors was composed of six members, three of whom sat on the audit committee, the MD stockholders would have been entitled to nominate two individuals for election as Group I Directors and the SLP stockholders would have been entitled to nominate one individual for election as a Group I Director. Immediately following the completion of the Class V transaction, the MD stockholders intend to designate Messrs. Dell and Patterson as their nominees and the SLP stockholders intend to designate Mr. Durban as their nominee. The Company currently expects that each of its current directors will continue to serve on the board of directors as Group I Directors following the completion of the Class V transaction. Pursuant to the amended merger agreement, the board of directors will appoint a fourth director who meets the independence requirements of the NYSE to the board by no later than June 30, 2019 after consultation with holders of Class C Common Stock.

Controlled Company Status

The Company has applied to list the Class C Common Stock on the NYSE in connection with the Class V transaction. If the listing is approved, we expect that the shares of Class C Common Stock will begin trading following the completion of the Class V transaction. As a result, the Company expects to continue to be subject to the governance requirements under the NYSE listing rules, even after the Class V Common Stock is delisted from the NYSE.

The Company is currently a “controlled company” under the rules of the NYSE and upon the completion of the Class V transaction will continue to be a “controlled company.” As a result, the Company qualifies for exemptions from, and has elected not to comply with, certain corporate governance requirements under NYSE rules, including the requirements that the Company have a board that is composed of a majority of “independent directors,” as defined under NYSE rules, and a compensation committee and a nominating committee that are composed entirely of independent directors. However, under the amended merger agreement, the Company has agreed, by no later than June 30, 2019, to establish a nominating and corporate governance committee of the board of directors as described below under “—Committees of the Board of Directors – Nominating and Corporate Governance Committee.” Even though the Company is a controlled company, it is required to comply with the rules of the SEC and the NYSE relating to the membership, qualifications and operations of the audit committee.

The rules of the NYSE define a “controlled company” as a company of which more than 50% of the voting power for the election of directors is held by an individual, a group or another company. Mr. Dell beneficially owns shares of our Class A Common Stock representing more than 50% of the voting power of our shares of common stock eligible to vote in the election of our directors. Following the closing of the Class V transaction, if the Company ceases to be a controlled company while the Class C Common Stock continues to be listed on the NYSE, the Company will be required to comply with the director independence requirements of the NYSE relating to the board of directors, a compensation committee and a nominating committee by the date the Company’s status changes or within specified transition periods applicable to those requirements.

Director Independence

The board of directors has affirmatively determined that Messrs. Dorman and Green and Mrs. Kullman, constituting three of our six directors that will serve on the board of directors as Group I Directors following the

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completion of the Class V transaction, are independent under the NYSE rules and the standards for independent directors established in our Corporate Governance Principles, which incorporate the director independence requirements of the NYSE rules. Pursuant to the amended merger agreement, the board of directors will appoint a fourth director who meets the independence requirements of the NYSE to the board by no later than June 30, 2019 after consultation with holders of Class C Common Stock. The NYSE rules provide that, in order to determine that a director is independent, the board of directors must determine that the director has no material relationship with the Company (either directly or as a partner, shareholder or officer of an organization that has a relationship with the Company). In accordance with the NYSE rules, when assessing the materiality of a director’s relationship (if any) with the Company, the board of directors considers materiality both from the standpoint of the director and from the standpoint of persons or organizations with which the director has an affiliation.

Committees of the Board of Directors

Under the MD Stockholders Agreement, for so long as the MD stockholders are entitled to nominate at least one Group I Director as described above under “—Board of Directors—Nomination Rights of Stockholders,” they may have at least one of their nominees then serving on the board of directors serve on each committee of the board (except the audit committee), to the extent permitted by applicable law and stock exchange rules and subject to certain exceptions. Under the SLP Stockholders Agreement, the SLP stockholders have the same right for so long they are entitled to nominate at least one Group I Director as described above under “—Board of Directors—Nomination Rights of Stockholders.”

Nominating and Corporate Governance Committee

The merger agreement amendment provides that the Company will establish a nominating and corporate governance committee of the board of directors by no later than June 30, 2019. The nominating and corporate governance committee will initially have three members, including Michael Dell (who will be the chairman of the nominating and corporate governance committee), Egon Durban and one director who meets the independence requirements of the NYSE. The committee’s responsibilities will include, among other matters, selecting or recommending to the board of directors for selection the Group IV Director nominee for election or re-election at each annual meeting of stockholders of the Company, beginning with the second annual meeting of stockholders of the Company following the completion of the Class V transaction.

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UPDATE TO SPECIAL MEETING OF STOCKHOLDERS

The following information supplements and, where applicable, replaces the information under the heading “Special Meeting of Stockholders” beginning on page 128 of the proxy statement/prospectus. We urge you to read this supplement and the proxy statement/prospectus carefully, including the attached annexes and the other documents incorporated by reference into the proxy statement/prospectus and this supplement. See “Where You Can Find More Information” for information on how to obtain copies of the incorporated documents or view them via the internet.

Voting; Proxies; Revocation; Transferred Shares

Revocability of Proxies

You may revoke your proxy or change your voting instructions at any time before your shares are voted at the special meeting.

Holders of Record

If you are a holder of record as of the record date, you may revoke your proxy by:

Stockholders of record may change their proxy by using any one of these methods regardless of the method they previously used to submit their proxy. Only the latest dated proxy card you submit will be counted.

On November 15, 2018, the Icahn stockholders filed (i) a Schedule 13D/A with the SEC, which amends their prior Schedule 13D filed with the SEC on October 15, 2018, and (ii) definitive additional materials to their definitive proxy statement filed with the SEC on October 15, 2018, in each case disclosing their intention to terminate their opposition to the Class V transaction and their solicitation of the Company’s stockholders to vote against all proposals in the proxy statement/prospectus. Advisors to Dell Technologies have been informed by advisors to the Icahn stockholders that the Icahn stockholders do not intend to vote any proxies submitted to them on the gold proxy card at the special meeting. As a result, if you have previously submitted a gold proxy card sent to you by any Icahn stockholder or its affiliates, your vote will not be counted. We urge you to submit a later dated white proxy card that was enclosed with the proxy statement/prospectus or the November stockholder notice by (i) accessing the internet website specified on such proxy card, (ii) calling the toll-free number specified on such proxy card or (iii) marking, signing, dating and returning such proxy card in the postage-paid envelope provided, so that your shares may be represented and voted at the special meeting.

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UPDATE TO ELECTION TO RECEIVE CLASS C COMMON STOCK OR CASH CONSIDERATION

The following information supplements and, where applicable, replaces the information under the heading “Election to Receive Class C Common Stock or Cash Consideration” beginning on page 137 of the proxy statement/prospectus. We urge you to read this supplement and the proxy statement/prospectus carefully, including the attached annexes and the other documents incorporated by reference into the proxy statement/prospectus and this supplement. See “Where You Can Find More Information” for information on how to obtain copies of the incorporated documents or view them via the internet.

General Description of Election

Each eligible holder of shares of Class V Common Stock has the right to submit an election form specifying (1) the number of shares of Class V Common Stock with respect to which such holder desires to elect to receive share consideration, comprising of a number of shares of Class C Common Stock per share of Class V Common Stock as determined by the application of the exchange ratio, which will be between 1.5043 and 1.8130, referred to herein as share consideration, and (2) subject to the proration described below, the number of shares of Class V Common Stock with respect to which such holder desires to elect to receive cash consideration of $120.00 in cash, without interest, for each share of Class V Common Stock, referred to herein as cash consideration. Any share of Class V Common Stock with respect to which neither a share election nor a cash election has been properly made, and any share of Class V Common Stock with respect to which such an election has been revoked or lost and not subsequently made, will be converted into the right to receive share consideration.

In connection with the merger agreement amendment, we have updated the election form previously provided to you. We will use our reasonable efforts to cause an updated election form to be disseminated to persons who, as of the record date for the special meeting, are holders of record of shares of Class V Common Stock as soon as practicable following the filing of this supplement with the SEC. If you have not already submitted an election form or wish to change your election, we urge you to complete the updated election form when you receive it and submit it so that your election form is received by our exchange agent by the election deadline, as described below. If you have previously submitted an election form, and you do not wish to change your election, you do not need to do anything further because the increase in the share consideration and the cash consideration pursuant to the merger agreement amendment will automatically apply to your election choices indicated in the prior election form.

The updated election form reflects the increases to the consideration for the Class V transaction, the increased maximum aggregate cash consideration and the new election deadline.

Beginning on the eighth trading day prior to the date of the special meeting of stockholders, the Company expects to make publicly available on its website each day unofficial estimates of the aggregate amount of cash elections and share elections as of 5:30 p.m., New York City time, on the trading day prior to such publication that are based on preliminary reports from the exchange agent, in order to provide Class V stockholders with the most recent information available. However, holders should exercise caution in relying on these numbers, since they may not reflect the elections of large Class V stockholders whose elections may not be made until late in the process, and whose elections may significantly impact the aggregate amount of cash elections and share elections and thereby, the final exchange ratio. At any time prior to the election deadline, holders may change or revoke their election one or more times by submitting written notice to the exchange agent accompanied by a properly completed and signed updated election form or by withdrawing the certificates representing shares of Class V Common Stock, or any documents in respect of book-entry shares representing Class V Common Stock, previously deposited with the exchange agent as described under “Update to the Merger Agreement—Transaction Consideration and Elections.”

None of Dell Technologies, its board of directors or the Special Committee is making any recommendation as to whether Dell Technologies Class V stockholders should elect to receive share consideration or cash consideration. You must make your own decision with respect to such election.

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Holders Eligible to Submit Election Form

Holders eligible to submit an election form include each person who:

The record date for the special meeting is earlier than the date of the special meeting and the date on which the merger and the Class V transaction are expected to be completed. If a holder transfers shares of Class V Common Stock after the record date but before the special meeting, such holder will have transferred the right to participate in the Class V transaction and receive the transaction consideration. To receive the transaction consideration, a holder must hold the shares of Class V Common Stock through the effective time of the merger.

Election Deadline

In connection with the merger agreement amendment, we have:

All share elections and/or cash elections must be submitted on the election form previously provided to you or on the updated election form. If you have not already submitted an election form or wish to change your election, we urge you to complete the updated election form when you receive it and submit it so that your election form is received by our exchange agent by the election deadline, as described below. If you make a valid election (and do not subsequently validly revoke such election) prior to the election deadline, our exchange agent has advised that your shares of Class V Common Stock subject to such election may not be transferred after the election deadline and prior to the earlier of the closing or the termination of the Class V transaction. If you have previously submitted an election form, and you do not wish to change your election, you do not need to do anything further because the increase in the share consideration and the cash consideration pursuant to the merger agreement amendment will automatically apply to your election choices indicated in the prior election form.

All election forms must be received by American Stock Transfer & Trust Company, LLC, as the exchange agent, by the election deadline described above.

Submission of Election Form

In order for your share election or cash election to be properly made, you must submit along with your properly completed and signed election form (i) the certificates, if any, representing the shares of Class V Common Stock to which such election form relates, duly endorsed in blank or otherwise in form acceptable for transfer on the books of Dell Technologies, and (ii) in the case of book-entry shares representing shares of

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Class V Common Stock, any additional documents specified in the procedures set forth in the election form. The exchange agent has reasonable discretion to determine if any election is not properly made with respect to any shares of Class V Common Stock, and none of Dell Technologies, Merger Sub or the exchange agent has any duty to notify any stockholder of any such defect. In the event the exchange agent makes such a determination, such election will be deemed to be not in effect, and the shares of Class V Common Stock covered by such election will be converted into the right to receive share consideration, unless a proper election is thereafter timely made with respect to such shares.

The election form will contain instructions relating to the procedures you must follow with respect to the submission of share elections and/or cash elections. In addition, if you hold your shares of Class V Common Stock through a bank, brokerage firm or other nominee, you should follow the instructions provided by such bank, brokerage firm or other nominee to ensure that your election instructions are timely returned.

In connection with the merger agreement amendment, we have updated the election form previously sent to you. The updated election form reflects the increases in the consideration for the Class V transaction, the increased maximum aggregate cash consideration and the new election deadline. If you make a valid election (and do not subsequently validly revoke such election) prior to the election deadline, our exchange agent has advised that your shares of Class V Common Stock subject to such election may not be transferred after the election deadline and prior to the earlier of the closing or the termination of the Class V transaction.

If you have not already submitted an election form or wish to change your election, we urge you to complete the updated election form when you receive it and submit it so that your election form is received by our exchange agent by the election deadline described above. If you have previously submitted an election form, and you do not wish to change your election, you do not need to do anything further because the increase in the share consideration and the cash consideration pursuant to the merger agreement amendment will automatically apply to your election choices indicated in the prior election form. If you fail to submit a properly completed election form by this deadline or fail to properly elect which form of consideration to receive, you will be deemed to have made a share election and will receive solely shares of Class C Common Stock (other than cash received in lieu of a fractional share of Class C Common Stock).

At any time prior to the election deadline, you may change or revoke your election by submitting written notice to the exchange agent accompanied by a properly completed and signed revised election form or by withdrawing the certificates representing shares of Class V Common Stock, or any documents in respect of book-entry shares representing Class V Common Stock, previously deposited with the exchange agent. In addition, your election will be automatically revoked if (i) the shares subject to such election are subsequently transferred or (ii) we notify the exchange agent in writing that the merger agreement has been terminated without the Class V transaction having been completed. However, if you make a valid election (and do not subsequently validly revoke such election) prior to the election deadline, our exchange agent has advised that your shares of Class V Common Stock subject to such election may not be transferred after the election deadline and prior to the earlier of the closing or the termination of the Class V transaction.

If you elect to receive cash consideration for any share of Class V Common Stock you hold, no guarantee can be made that you will receive the amount of cash consideration and/or share consideration you elect. As a result of the proration procedures, the variable exchange ratio and other limitations described in this supplement and in the amended merger agreement, you may receive cash consideration and/or share consideration in amounts that are different from the amounts you elect to receive. In addition, if you elect to receive cash consideration for all shares of Class V Common Stock you hold, you may receive a mix of cash consideration and share consideration. Because the value of the share consideration and cash consideration may differ, you may receive consideration having an aggregate value less than that you elected to receive. If you elect to receive share consideration for all shares of Class V Common Stock you hold, you will receive only shares of Class C Common Stock, in such amount as is calculated pursuant to the variable exchange ratio.

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Proration of Aggregate Cash Consideration

The total amount of cash consideration payable in the Class V transaction is limited to $14 billion. If holders of Class V Common Stock elect to receive in the aggregate more than $14 billion in cash consideration, holders making cash elections will be subject to proration, and a portion of the consideration they requested in cash will instead be received in the form of Class C Common Stock according to the following methodology:

For example, if holders of Class V Common Stock elect in the aggregate to receive $15 billion in cash (representing approximately 62.7% of all outstanding shares of Class V Common Stock), the proration factor would be approximately 0.933 ($14 billion divided by $15 billion). A holder submitting a cash election for 1,000 shares of Class V Common Stock would be entitled to receive (1) cash in exchange for 933 of such shares (1,000 shares multiplied by the proration factor of 0.933) at $120.00 per share, or a total of $111,960, and (2) shares of Class C Common Stock for the remaining 67 shares of Class V Common Stock at the applicable exchange ratio and cash in lieu of any fractional shares of Class C Common Stock. With respect to such 67 shares of Class V Common Stock, (x) if the DVMT Trading Price is $120.00 or greater, the applicable exchange ratio will be 1.5043 (representing the minimum exchange ratio), and therefore such holder would be entitled to receive a total of 100 shares of Class C Common Stock and cash in lieu of 0.7881 fractional shares of Class C Common Stock and (y) if the DVMT Trading Price is $104.55 or less, the applicable exchange ratio will be 1.8130 (representing the maximum exchange ratio), and therefore such holder would be entitled to receive a total of 121 shares of Class C Common Stock and cash in lieu of 0.4710 fractional shares of Class C Common Stock.

If all holders of Class V Common Stock make cash elections (representing elections in the aggregate to receive approximately $23.9 billion in cash), the proration factor would be approximately 0.585 ($14 billion divided by approximately $23.9 billion). A holder submitting a cash election for 1,000 shares of Class V Common Stock would be entitled to receive (1) cash in exchange for 585 of such shares (1,000 shares multiplied by the proration factor) at $120.00 per share, or a total of $70,200, and (2) shares of Class C Common Stock for the remaining 415 shares of Class V Common Stock at the applicable exchange ratio and cash in lieu of any fractional shares of Class C Common Stock. With respect to such 415 shares of Class V Common Stock, (x) if the DVMT Trading Price is $120.00 or greater, the applicable exchange ratio will be 1.5043 (representing the minimum exchange ratio) and therefore such holder would be entitled to receive a total of 624 shares of Class C Common Stock and cash in lieu of 0.2845 fractional shares of Class C Common Stock and (y) if the DVMT Trading Price is $104.55 or less, the applicable exchange ratio will be 1.8130 (representing the maximum exchange ratio), and therefore such holder would be entitled to receive a total of 752 shares of Class C Common Stock and cash in lieu of 0.3950 fractional shares of Class C Common Stock.

If holders of Class V Common Stock do not elect to receive more than $14 billion in cash consideration, all holders will receive the form of consideration they elected to receive or were deemed to elect to receive.

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The following table further illustrates the approximate application of proration of the aggregate cash consideration, depending on the aggregate cash consideration elected in the first column. The amounts of cash consideration holders of Class V Common Stock elect in the aggregate to receive included in the following table are shown for illustrative purposes only. The actual aggregate amount of cash consideration holders of Class V Common Stock elect to receive may differ significantly from the amounts shown.

The Company expects to publicly announce whether holders making cash elections are subject to proration as soon as practicable following the election deadline. For additional information about the share election and the cash election, see “Update to Questions and Answers Regarding the Class V Transaction and the Special Meeting,” including “—What will holders of Class V Common Stock receive in the Class V transaction?” in this supplement.

Updated Election Forms and Related Documents

As previously described in the proxy statement/prospectus, Dell Technologies has appointed the exchange agent to coordinate the payment of the applicable transaction consideration following the closing of the Class V transaction. In connection with the merger agreement amendment, we have updated the election form previously provided to you. We will use our reasonable efforts to cause an updated election form package to be disseminated to persons who, as of the record date for the special meeting, are holders of record of shares of Class V Common Stock as soon as practicable following the filing of this supplement with the SEC. Such holders and all persons who become holders of record of shares of Class V Common Stock between the record date for the special meeting and the election deadline

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can obtain the updated election form package by written or oral request, made no later than December 4, 2018 (which is five business days before the date of the special meeting of stockholders), directed to:

American Stock Transfer & Trust Company, LLC

Operations Center

Attn: Reorganization Department

6201 15^th Avenue

Brooklyn, NY 11219

Telephone: (718) 921-8317

Toll-free: (877) 248-6417

Fax: (718) 234-5001

The updated election form package contains an updated election form for you to complete in order to make a share election and/or a cash election. The updated election form package also contains detailed instructions on how to complete the election form.

As further described in the updated election form package, in order to make a share election and/or a cash election, holders of Class V Common Stock will be required to properly complete, execute and return the documents described below, in the manner described below, by the election deadline:

Please carefully read the documents contained in the updated election form package, including the information booklet provided in that package. The updated election form reflects the increases to the consideration for the Class V transaction, the increased maximum aggregate cash consideration and the new election deadline.

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UPDATE TO PROPOSAL 1—ADOPTION OF THE MERGER AGREEMENT

The following information supplements and, where applicable, replaces the information under the heading “Proposal 1—Adoption of the Merger Agreement” beginning on page 141 of the proxy statement/prospectus. We urge you to read this supplement and the proxy statement/prospectus carefully, including the attached annexes and the other documents incorporated by reference into the proxy statement/prospectus and this supplement. See “Where You Can Find More Information” for information on how to obtain copies of the incorporated documents or view them via the internet.

Supplemental Background of the Class V Transaction

Following the announcement of the Class V transaction on July 2, 2018, the Company, the Special Committee and their respective advisors had discussions and meetings with various Class V stockholders in which some of the stockholders expressed concerns regarding the terms of the Class V transaction.

On July 10, 2018, the Special Committee met telephonically to discuss feedback received by Evercore, its financial advisor, from certain Class V stockholders and Evercore’s equity securities analysts concerning the Class V transaction, as well as feedback that had been received by Goldman Sachs, financial advisor to Dell Technologies, from certain Class V stockholders and communicated to Evercore. At the meeting, representatives of Evercore described that the feedback generally reflected concern about the implied $48.4 billion valuation of the Company and the $109.00 per share value of the Class V Common Stock. Evercore further noted that certain Class V stockholders had indicated that they considered the cash election of up to $9 billion to be an advantageous feature of the transaction. Also at the meeting, representatives of Joele Frank, Wilkinson Brimmer Katcher, advisor to the Special Committee, referred to herein as Joele Frank, discussed recent media reports describing the Class V stockholder reaction to the Class V transaction.

On July 24, 2018, Egon Durban, a director of Dell Technologies and Managing Partner and Managing Director of Silver Lake Partners, met with a representative of a large holder of Class V Common Stock, referred to herein as Stockholder A. At the meeting, the representative of Stockholder A shared his perspective regarding the Class V transaction, which perspective was consistent with the feedback that had been received by Goldman Sachs and Evercore as described above.

From July through September 2018, the members of the Special Committee spoke telephonically at various times with the Special Committee’s advisors on various matters related to the process and circumstances surrounding stockholder approval of the Class V transaction, including the associated preparation of the proxy statement/prospectus concerning the Class V transaction.

The board of directors and the Special Committee continued to believe that the Class V transaction on the terms originally announced was in the best interests of the Class V stockholders and the Company. However, in light of such feedback, the prospect that the Class V stockholder approval of the Class V transaction might not be obtained and the continued strength of the Company’s financial and operational performance, the Company began in September 2018 to re-evaluate an initial public offering of the Class C Common Stock as a potential alternative strategy that it could pursue if the Class V transaction was not consummated. On October 3, 2018, the Company publicly disclosed such contingency planning while also reaffirming its commitment to the Class V transaction.

On September 18, 2018, Dell Technologies hosted an analyst meeting in New York City. The event featured presentations and discussions from the Dell Technologies executive team with a focus on Dell Technologies’ transformation, company strategy and financial overview.

On September 27, 2018, Dell Technologies held a regularly scheduled meeting of its board of directors. During the meeting, representatives of Goldman Sachs provided the board of directors with a summary of the feedback it had received from Class V stockholders concerning the Class V transaction.

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On September 27, 2018, P. Schoenfeld Asset Management LP filed a notice of exempt solicitation with the SEC, attaching a letter to Dell Technologies’ board of directors and a presentation in which it expressed concerns regarding the economic terms of the Class V transaction.

On October 1, 2018, several large investment banks presented their views to members of Dell Technologies’ executive team and representatives of Silver Lake Partners regarding a potential initial public offering of Class C Common Stock.

Beginning in early October 2018, Dell Technologies and its advisors began to evaluate potential financing alternatives that could enable Dell Technologies to increase the maximum amount of the aggregate cash consideration in the Class V transaction. Such potential financing alternatives included the incurrence of additional debt, the sale of equity securities or a combination of debt and equity financing. In the course of evaluating such potential financing alternatives, representatives of Dell Technologies and Silver Lake Partners met with, and provided information to, several potential sources of debt financing and several potential equity investors.

From October 2 through 4, 2018 and again from October 9 through 11, 2018, representatives of Dell Technologies and Goldman Sachs held a series of meetings in several cities throughout the United States with significant holders of Class V Common Stock and certain other prospective investors as part of an investor road show. The road show provided representatives of Dell Technologies and Goldman Sachs the opportunity to speak to such investors regarding Dell Technologies’ transformation, business strategy and financial results, as well as the terms of the Class V transaction. During the course of these meetings, some of the Class V stockholders indicated that they were not supportive of the Class V transaction as originally announced on July 2, 2018. Representatives of Goldman Sachs kept representatives of Evercore informed as to the feedback from stockholders received in these meetings. Additionally, Simpson Thacher & Bartlett LLP, legal advisor to Dell Technologies and Silver Lake Partners, referred to herein as Simpson Thacher, kept representatives of Latham & Watkins LLP, legal advisor to the Special Committee, referred to herein as Latham, informed with respect to such meetings.

On October 15, 2018, Carl C. Icahn and certain of his affiliates, collectively referred to herein as the Icahn stockholders, filed a Schedule 13D with the SEC disclosing (i) that certain of such affiliates had acquired, or may acquire pursuant to forward contracts, in the aggregate, approximately 8.3% of the outstanding Class V Common Stock, all of which may be deemed to be beneficially owned by Carl C. Icahn, and (ii) the Icahn stockholders’ opposition to the Class V transaction and their intention to solicit Dell Technologies’ stockholders to vote against all proposals contained in the proxy statement/prospectus. In furtherance of their stated intentions, on October 16, 2018, the Icahn stockholders filed a preliminary proxy statement with the SEC opposing the Class V transaction and for use in soliciting votes of the Class V stockholders in opposition to all such proposals. The Icahn stockholders filed definitive proxy materials on October 30, 2018.

Later on October 15, 2018, the Special Committee met telephonically to discuss the Icahn stockholders’ Schedule 13D and opposition to the Class V transaction. At the meeting, representatives of Evercore described the claims in the Icahn stockholders’ open letter to Class V stockholders, and representatives of Joele Frank described the media and Class V stockholder reaction. Also at the meeting, representatives of Latham relayed from Simpson Thacher the feedback received from Class V stockholders and other investors during the Company’s recent analyst meeting and investor road show.

On October 20, 2018, the Special Committee met telephonically to discuss with representatives of Latham the proposed public disclosure of Silver Lake Partners’ plan to transfer a portion of its interest in Dell Technologies, then held in a 2007 vintage fund, in part to Silver Lake Partners’ newest flagship fund and in part to a newly formed separate investment vehicle.

On October 22, 2018, Silver Lake Partners publicly disclosed that it had received approval on behalf of its investors to transfer the portion of its interest in Dell Technologies that is held in a 2007 vintage fund in part to Silver Lake Partners’ newest flagship fund and in part to a newly formed separate investment vehicle. Silver

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Lake Partners disclosed that such transaction is intended to give Silver Lake Partners and its affiliated funds the flexibility to hold their shares of common stock of Dell Technologies for the long term, consistent with Silver Lake Partners’ belief that Dell Technologies remains an attractive long-term investment opportunity.

On October 26, 2018, representatives of Goldman Sachs and Simpson Thacher informed representatives of Evercore and Latham, respectively, that Dell Technologies was evaluating the possibility of incurring up to $5 billion of debt financing, the proceeds of which could be used to increase the maximum amount of the aggregate cash consideration that could be received by Class V stockholders in the Class V transaction. Representatives of Goldman Sachs and Simpson Thacher stated that any such debt financing transaction and increase in aggregate cash consideration would be subject to the approval of the Special Committee and the Dell Technologies board of directors. They also indicated that no other changes to the merger agreement were under consideration at such time.

On October 27, 2018, the Special Committee met telephonically to discuss the Company’s consideration of potential changes to the terms of the Class V transaction. At the meeting, representatives of Latham explained that representatives of Simpson Thacher had communicated to Latham that the Company was considering increasing the maximum amount of cash consideration from $9 billion to $14 billion, which additional cash consideration would be funded by additional debt financing obtained by the Company, although no decision to increase the aggregate cash election amount had been made at that time. Latham noted that, according to Simpson Thacher, the Company was not considering any other changes to the terms of the Class V transaction at such time.

Also on October 27, 2018, representatives of Simpson Thacher provided a draft merger agreement amendment to representatives of Wachtell Lipton, Rosen & Katz, legal advisor to Michael Dell and MSD Partners, referred to herein as Wachtell Lipton, which contemplated that Dell Technologies would incur $5 billion of debt financing, the proceeds of which would be used to increase the maximum amount of the aggregate cash consideration in the Class V transaction.

On October 29, 2018, representatives of Simpson Thacher informed representatives of VMware’s advisors that Dell Technologies was evaluating the possibility of incurring up to $5 billion of debt financing for the purpose and subject to the approvals that had been communicated to representatives of Latham on October 26. Representatives of Simpson Thacher informed VMware’s advisors that no other changes to the merger agreement were under consideration at such time, but that Dell Technologies would likely seek a waiver under the VMware Agreement in order to permit the merger agreement to be amended if the decision were made to increase the maximum amount of the aggregate cash consideration that could be received by Class V stockholders pursuant to the Class V transaction.

Between October 29 and October 31, 2018, representatives of Dell Technologies and Silver Lake Partners contacted ten banks regarding the potential provision of debt financing and began to negotiate commitment letters pursuant to which certain of the banks would commit to provide up to $5 billion of such financing. Also on October 29, 2018, representatives of Dell Technologies and Silver Lake Partners held a meeting with representatives of several large institutional investors regarding a potential cash investment in the Class C Common Stock as a potential source of equity financing for the increase to the maximum amount of the aggregate cash consideration which was being contemplated.

On October 30 and 31, 2018, representatives of Dell Technologies met with the credit rating agencies to discuss the potential impact of an additional $5 billion of debt financing on the credit ratings assigned to indebtedness of the Company and its subsidiaries. As a result of the feedback received by the Company from the credit rating agencies following such meetings, Dell Technologies does not expect a credit ratings downgrade related to the incurrence of such financing.

On October 30, 2018, representatives of Simpson Thacher provided a draft merger agreement amendment to representatives of Latham and Gibson, Dunn & Crutcher LLP, legal advisor to the VMware special committee,

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referred to herein as Gibson Dunn, which contemplated the Company incurring debt financing to generate proceeds that would be used to increase the maximum amount of the aggregate cash consideration in the Class V transaction. The draft merger agreement amendment reflected the potential incurrence of $3 billion of debt financing, as the Company had not yet determined whether it would seek the full $5 billion of debt financing being discussed with the banks and the credit rating agencies.

On October 31, 2018, representatives of Simpson Thacher provided certain draft ancillary documents to representatives of Latham, Gibson Dunn and Morrison & Foerster LLP, legal advisor to VMware, referred to herein as Morrison Foerster, that would be required in connection with the increase in the maximum amount of the aggregate cash consideration. Those documents included a waiver by VMware under the VMware Agreement, referred to herein as the VMware waiver, to approve Dell Technologies’ entry into the merger agreement amendment.

On November 1, 2018, the Icahn stockholders issued a press release announcing they had commenced an action pursuant to Section 220 of the DGCL against Dell Technologies seeking to inspect certain of the Company’s books and records, referred to herein as the 220 lawsuit, and that they had filed a complaint in this action in Delaware Chancery Court on October 31, 2018, as described under “—Litigation Relating to the Class V Transaction.”

Also on November 1, 2018, Dell Technologies’ management conducted a call with representatives of Evercore to provide a business and financial update on the Company and VMware.

On November 2, 2018, the Special Committee met telephonically to discuss the Company’s ongoing consideration of potential changes to the terms of the Class V transaction. Representatives of Latham and Evercore explained that representatives of Simpson Thacher and Goldman Sachs had, respectively, communicated that the Company was considering increasing the maximum amount of the cash consideration from $9 billion to either $12 billion or $14 billion, although no decision to increase the aggregate cash election amount had been made at that time and any decision was dependent on, among other factors, feedback the Company was expecting to receive from credit rating agencies regarding any impact the incurrence of additional indebtedness would have on the Company’s credit rating. At the meeting, the Special Committee also discussed potential responses to any revised Class V transaction terms the Company might have proposed, including additional changes to the economic terms and/or changes relating to the Company’s post-transaction corporate governance. The Special Committee also discussed the Company’s legal obligation to obtain the Special Committee’s approval of any revised Class V transaction in order to proceed with a revised Class V transaction. Representatives of Latham discussed the 220 lawsuit.

On the evening of November 2, 2018, following discussions with representatives of Simpson Thacher and further discussions between representatives of Simpson Thacher and representatives of Latham, representatives of Goldman Sachs contacted a limited number of large Class V stockholders, including Stockholder A but not including the Icahn stockholders, to ask whether they would be interested in entering into confidentiality arrangements that would permit a more comprehensive exchange of views on the Class V transaction. By November 4, 2018, two Class V stockholders had agreed to such a confidentiality arrangement, followed by two others on November 5. By November 6, two additional Class V stockholders had agreed to such confidentiality arrangements. Among the six Class V stockholders who agreed to confidentiality arrangements were Dodge & Cox, Elliott Management, Canyon Partners and Mason Capital Management, referred to collectively herein as the publicly supporting stockholders.

Beginning on November 4, 2018, representatives of Goldman Sachs discussed with each of the Class V stockholders who had agreed to confidentiality arrangements the potential to increase the maximum amount of the aggregate cash consideration in the Class V transaction. In their discussions with Goldman Sachs, such Class V stockholders provided their views regarding the economic- and governance-related terms of the Class V transaction. While each Class V stockholder indicated that an increase in the amount of aggregate cash

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consideration would be a material improvement to the Class V transaction terms, each Class V stockholder also stated that such a change would not be sufficient to gain its support for the Class V transaction without an increase in the amount of the per share consideration and, in some instances, changes to the corporate governance-related terms of the Class V transaction.

Following initial conversations between representatives of Goldman Sachs and the Class V stockholders who had agreed to confidentiality arrangements, representatives of Evercore separately spoke with those Class V stockholders. Representatives of Evercore and Goldman Sachs then conferred with each other, confirmed that the feedback they had each separately received was consistent, and agreed that representatives of Goldman Sachs would continue to speak with such Class V stockholders and would keep the representatives of Evercore informed of such conversations. From the time of these discussions until the announcement of the revised terms of the Class V transaction on November 14, 2018, representatives of Goldman Sachs were in daily contact with these Class V stockholders and kept representatives of Evercore informed of those conversations.

During the period of November 2 through 6, 2018, representatives of Simpson Thacher, Wachtell Lipton, Latham, Morrison Foerster and Gibson Dunn exchanged drafts of various documents, including drafts of a merger agreement amendment that contemplated increasing the maximum amount of the aggregate cash consideration in the Class V transaction to an amount to be agreed and the incurrence of debt to finance any such increase.

On November 5, 2018, a hearing was held in the Court of Chancery of the State of Delaware regarding the 220 lawsuit. The Court scheduled a trial for November 19, 2018 to further assess the Icahn stockholders’ demand for inspection of books and records of Dell Technologies.

On November 6, 2018, The Wall Street Journal reported that, according to unidentified sources, Dell Technologies had been contacting large Class V stockholders to discuss potentially enhancing the terms of the Class V transaction.

Also on November 6, 2018, the Special Committee met telephonically to discuss the Company’s ongoing consideration of potential changes to the terms of the Class V transaction and initial feedback that the Company’s representatives received from Class V stockholders who had agreed to confidentiality arrangements with the Company. At the meeting, representatives of Evercore explained that representatives of Goldman Sachs had informed Evercore that, based on the Company’s recent meetings with credit rating agencies, the Company’s credit rating was not expected to be adversely impacted if the Company obtained $5 billion of additional debt financing to fund an increase in the maximum amount of the cash consideration. Representatives of Evercore also explained that, based on initial feedback from holders of the Class V Common Stock, an increase in the maximum amount of the cash consideration, without an increase in the per share price of the Class V Common Stock, likely would not garner sufficient support from Class V stockholders for approval of the the Class V transaction. At that meeting, representatives of Latham also provided the Special Committee with an update regarding the 220 lawsuit.

On November 7, 2018, Mr. Durban met with a representative of Stockholder A regarding potentially revising the terms of the Class V transaction.

On November 8, 2018, Hallandale Beach Police and Fire Retirement Plan filed a putative stockholder class action lawsuit in Delaware Chancery Court in connection with the Class V transaction, as described under “—Litigation Relating to the Class V Transaction.”

On November 8, 2018, the Special Committee met telephonically to discuss the Company’s ongoing consideration of potential changes to the terms of the Class V transaction and additional feedback that the Company’s representatives had received from Class V stockholders who had agreed to confidentiality arrangements. At the meeting, representatives of Evercore discussed the Class V stockholder outreach performed

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by the Company and subsequent discussions conducted by Evercore with certain Class V stockholders regarding the terms of the Class V transaction. Representatives of Evercore also presented a preliminary financial analysis of a range of potential revised Class V transaction terms. The Special Committee determined that it would inform Mr. Durban that the Special Committee believed, based on feedback from the Class V stockholders, that the Company would need to increase the proposed per share price of the Class V Common Stock in order to obtain Class V stockholder approval of the Class V transaction, should increase the cash consideration by the full $5 billion discussed and also should consider enhanced governance terms.

Also on November 8, 2018, following the Special Committee meeting earlier in the day, the members of the Special Committee discussed the potential revised Class V transaction terms with Mr. Durban and a representative of Goldman Sachs, including, among other things, increasing the per share price of the Class V Common Stock, the potential increase in aggregate cash consideration and the addition to the Company’s board of directors of a director separately elected by holders of the Class C Common Stock.

On November 8, 2018, representatives of Goldman Sachs commenced negotiations with Stockholder A regarding revised Class V transaction terms that would include an increase to the per share consideration, an increase to the maximum cash consideration and changes to Dell Technologies’ post-transaction corporate governance. On November 8 and 9, representatives of Goldman Sachs communicated on multiple occasions with representatives of Stockholder A. On November 8, 2018, representatives of Goldman Sachs proposed to Stockholder A potential revised transaction terms that would include a fixed stock exchange ratio of 1.4793 shares of Class C Common Stock per share of Class V Common Stock or cash consideration of $118.00 per share of Class V Common Stock, subject to a maximum cash consideration of $14 billion. This proposed exchange ratio represented an aggregate pro forma ownership for the Class V stockholders of 16.5% to 32.8% of Dell Technologies (on a treasury stock method basis) depending on the amount of cash elections. Representatives of Stockholder A indicated that such an increase was insufficient to cause them to publicly support the Class V transaction. In addition to discussing such economic terms, Stockholder A proposed that an additional independent director be added to the Dell Technologies board of directors no later than one year after the completion of the Class V transaction.

Between November 8 and November 10, 2018, representatives of Goldman Sachs and Simpson Thacher communicated with representatives of Evercore and Latham, respectively, as to the status of the discussions with Stockholder A.

On November 9, 2018, the Special Committee met telephonically to discuss the Company’s ongoing consideration of potential changes to the terms of the Class V transaction. At the meeting, the Special Committee discussed that, based on a telephonic meeting between Mr. Durban and the members of the Special Committee, the Company and Stockholder A were discussing revised terms for the Class V transaction that would include an increase in the per share price of the Class V Common Stock from $109.00 to $118.00 and an increase in the maximum cash consideration from $9 billion to $14 billion. Also at the meeting, representatives of Latham described that representatives of Simpson Thacher had contacted Latham regarding potential changes to the terms of the Class V transaction, which would include a commitment by the Company to appoint an additional director to the board of directors who would qualify as independent under NYSE rules.

Also on November 9, 2018, in further discussions with Stockholder A, Mr. Durban proposed increasing the per share consideration to a fixed exchange ratio of 1.5044 shares of Class C Common Stock per share of Class V Common Stock or cash consideration of $120.00 per share of Class V Common Stock, subject to a maximum cash consideration of $14 billion. This proposed exchange ratio represented an aggregate pro forma ownership for the Class V stockholders of 17.0% to 33.1% of Dell Technologies (on a treasury stock method basis) depending on the amount of cash elections. On November 9, Stockholder A clarified that its proposal on governance matters was that a fourth independent director would be added to the board of directors no later than one year after the completion of the Class V transaction, that an additional director would be elected directly by the holders of Class C Common Stock voting separately as a series, and that the Company’s nominee for such director would be determined by a

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nominating and corporate governance committee that would include at least one independent director. Stockholder A also stated on November 9 that it was prepared to publicly support a revised Class V transaction reflecting the latest economic terms proposed by Mr. Durban and the governance terms proposed by Stockholder A, referred to herein as the November 9 terms. Representatives of Goldman Sachs and Simpson Thacher, on behalf of Dell Technologies, provided regular updates concerning the discussions with Stockholder A to representatives of Evercore and Latham, respectively, on behalf of the Special Committee.

On November 9, 2018, prior to the clarification from Stockholder A that its proposal on governance matters included one director elected directly by the holders of Class C Common Stock voting separately as a series, not simply a fourth independent director, representatives of Latham conveyed to representatives of Simpson Thacher and Wachtell Lipton a proposal from the Special Committee that a fourth independent director be selected by a committee of independent directors, subject to the approval of the full board of directors.

On November 9, 2018, Dell Technologies’ management conducted a call with representatives of Evercore to provide a business and financial update on the Company and VMware, and Dell Technologies’ management confirmed that the unaudited financial projections of the Company and VMware, which had previously been provided to the Special Committee as described in the proxy statement/prospectus under “Proposal 1—Adoption of the Merger Agreement—Certain Financial Projections,” were the most recent projections of Dell Technologies and VMware that were available.

Also on November 9, 2018, a member of the Special Committee contacted one of the publicly supporting stockholders to discuss its perspective on the potential revised terms of the Class V transaction.

After Stockholder A stated to Mr. Durban that it was prepared to publicly support a revised Class V transaction on the November 9 terms, representatives of Simpson Thacher reviewed the November 9 terms with representatives of Latham and notified them that Stockholder A had indicated it was prepared to support such terms. Representatives of Simpson Thacher stated that Silver Lake was supportive of a revised Class V transaction on the November 9 terms, including the governance terms proposed by Stockholder A, and would expect the nominating and corporate governance committee initially to consist of Mr. Dell, Mr. Durban and one independent director. A representative of Wachtell Lipton also attended that call and subsequently confirmed to representatives of Simpson Thacher that he believed that Mr. Dell would be supportive of the revised governance provisions if the certificate of incorporation and bylaws of Dell Technologies were revised to provide that the aggregate number of directors would be determined by the board of directors pursuant to the bylaws.

On November 10, 2018, representatives of Goldman Sachs conveyed the November 9 terms, which Stockholder A stated that it was prepared to publicly support, to the other Class V stockholders who had agreed to confidentiality arrangements, and informed each such Class V stockholder that a large Class V stockholder who had agreed to the confidentiality arrangements supported such terms. Certain of such Class V stockholders expressed a willingness to support a transaction on such terms if other Class V stockholders were similarly supportive. However, a number of such Class V stockholders, including one large Class V stockholder, referred to herein as Stockholder B, indicated that they were not supportive of the proposed economic provisions of the November 9 terms. Representatives of Stockholder B expressed the view that on a pro forma basis the Class V stockholders should own 19.8% of Dell Technologies (on a treasury stock method basis), assuming the maximum amount of $14 billion of cash elections in the Class V transaction.

Also on November 10, 2018, a member of the Special Committee discussed with Stockholder A the potential revised terms of the Class V transaction, including, among other things, the implied price per share to be paid for the Class V Common Stock in the Class V transaction.

During November 9 and 10, 2018, representatives of Simpson Thacher, Wachtell Lipton, Latham, Morrison Foerster and Gibson Dunn continued to exchange drafts of various documents, including drafts of a merger agreement amendment implementing the proposed November 9 terms and containing as exhibits a revised form

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of the amended and restated Company certificate and a form of amended and restated bylaws of Dell Technologies reflecting the governance-related provisions of the November 9 terms. In addition, the Class V stockholders who had agreed to confidentiality arrangements were provided a form of Investor Voting and Support Agreement pursuant to which such Class V stockholder would commit, among other things, to vote the shares of Class V Common Stock held by it on the record date in favor of the Class V transaction.

On November 10, 2018, legal counsel for Stockholder A provided comments to the draft form of Investor Voting and Support Agreement to representatives of Simpson Thacher, and representatives of Simpson Thacher sent such counsel drafts of the merger agreement amendment, the revised form of amended and restated Company certificate and the form of amended and restated bylaws of Dell Technologies reflecting the proposed November 9 terms. Shortly thereafter, copies of these drafts were sent to representatives of Latham, Wachtell Lipton, Morrison Foerster and Gibson Dunn.

On November 10, 2018, representatives of Evercore conducted a call with representatives of DISCERN Analytics, an independent industry expert engaged on behalf of the Special Committee, during which DISCERN Analytics affirmed its June 26, 2018 report to the Special Committee.

Also on November 10, 2018, representatives of Latham contacted representatives of Simpson Thacher to convey the Special Committee’s position that, in light of the term of the director being elected by the holders of the Class C Common Stock first commencing at the Company’s 2020 annual meeting, the board of directors should be expanded to include a fourth independent director no later than June 30, 2019 rather than by the first anniversary of the closing of the Class V transaction, as had previously been contemplated in the November 9 terms. Later that day, representatives of Wachtell Lipton and Simpson Thacher notified representatives of Latham that this change had been accepted by Mr. Dell and Silver Lake Partners. The November 9 terms as modified by this request of the Special Committee are referred to herein as the November 10 terms. Following such notification, representatives of Simpson Thacher circulated a revised draft of the merger agreement amendment reflecting the November 10 terms to all the parties to whom it had sent a draft of the merger agreement amendment earlier that day.

During November 10 and 11, 2018, representatives of Goldman Sachs and representatives of Stockholder B had a series of calls to discuss the different perspectives of Dell Technologies and Stockholder B regarding the implied value of the Class C Common Stock included in the share consideration. Such calls did not result in any change in the positions of either Stockholder B or Dell Technologies. Late on November 11, representatives of Goldman Sachs conveyed to representatives of Stockholder B a proposal under which the exchange ratio would increase if stockholder elections regarding the share consideration and cash consideration and the market price of the Class V Common Stock prior to the closing of the Class V transaction implied that the per share value of Class V Common Stock attributable to the Class C Common Stock included in the share consideration was less than the $120.00 per share value of the cash consideration. Under this proposal, unless all Class V stockholders elected to receive, or were deemed to have elected to receive, only the share consideration, the proposed exchange ratio of 1.5044 would be subject to increase if the volume-weighted average price, referred to herein as VWAP, of the Class V Common Stock was less than $120.00 per share during a five- to ten-day trading period prior to the completion of the Class V transaction. The initial proposal communicated by Goldman Sachs was that, in the event that the VWAP of the Class V Common Stock during the trading period equaled or exceeded $120.00 per share, then the exchange ratio would be 1.5044 shares of Class C Common Stock per share of Class V Common Stock, as agreed to with Stockholder A, which would result in Class V stockholders owning approximately 17% of Dell Technologies (on a treasury stock method basis), assuming the maximum amount of $14 billion of cash elections in the Class V transaction. However, if the VWAP of the Class V Common Stock during the trading period was less than $120.00 per share, the exchange ratio would increase up to a maximum of 1.6890 shares of Class C Common Stock per share of Class V Common Stock, which would result in the Class V stockholders owning approximately 18.7% of Dell Technologies (on a treasury stock method basis), if the VWAP of the Class V Common Stock during the trading period was equal to or less than $104.55, assuming the maximum amount of $14 billion of cash elections in the Class V transaction. The specific dates that would

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constitute the VWAP measurement period were not discussed. Representatives of Goldman Sachs indicated that this proposal, referred to herein as the November 11 terms, was in preliminary form and that they intended to provide additional information about the November 11 terms the following day. Representatives of Stockholder B indicated that they would consider the November 11 terms and that such a proposal had the potential to bridge the value gap reflected in their discussions. Apart from the proposed modification to the exchange ratio, no other aspect of the November 10 terms was proposed to be modified in the November 11 terms.

On November 11, 2018, the VMware special committee met telephonically to consider the reaffirmation of the declaration of the VMware special dividend and the entry by VMware into the VMware waiver. Representatives of Gibson Dunn and Lazard Frères & Co., financial advisor to the VMware special committee, referred to herein as Lazard, were also in attendance. At the meeting, the VMware special committee reviewed the analysis of the valuation firm and the valuation firm’s opinion, referred to herein as the VMware solvency opinion, to the effect that, as of November 11, 2018, and based upon and subject to the factors, procedures, assumptions, qualifications, limitations and other matters set forth in the opinion, (i) the surplus of VMware (on a consolidated basis) exceeded the amount of the VMware special dividend and (ii) after giving effect to the payment of the VMware special dividend, (a) the assets of VMware (on a consolidated basis), at a fair valuation, exceeded its debts (including contingent liabilities), (b) VMware (on a consolidated basis) would be able to pay its debts (including contingent liabilities) as they became due, and (c) VMware (on a consolidated basis) would not have an unreasonably small amount of assets (or capital) for the businesses in which it was engaged or in which VMware management had indicated it intended to engage. Following presentations from representatives of Lazard and Gibson Dunn, the VMware special committee resolved, in light of the potential merger agreement amendment being contemplated and subject to receipt of the determination by a member of the VMware special committee that any subsequent changes thereto be acceptable to VMware for purposes of executing the VMware waiver, referred to herein as the VMware acceptability determination, and subject to, and conditional upon, each of the conditions to the payment of the VMware special dividend, to recommend to the VMware board of directors that it reaffirm, and not revoke, the declaration of the VMware special dividend, and that it enter into the VMware waiver upon receipt of the acceptability determination, and directed representatives of Gibson Dunn to inform representatives of Simpson Thacher that the VMware special committee had adopted such resolutions.

Further on November 11, 2018, the VMware board of directors met telephonically to consider the reaffirmation of the declaration of the VMware special dividend and the entry by VMware into the VMware waiver. Representatives of Morrison Foerster, Gibson Dunn and the valuation firm were also in attendance. Representatives of Morrison Foerster reviewed with the VMware board of directors their applicable fiduciary duties. Karen Dykstra, as chairperson of the VMware special committee, informed the VMware board of directors that, earlier that day, the VMware special committee had resolved to recommend to the VMware board of directors that it reaffirm, and not revoke, in light of the merger agreement amendment, and subject to receipt of the acceptability determination, the declaration of the VMware special dividend, and that it enter into the VMware waiver upon receipt of the acceptability determination, and discussed the VMware special committee’s rationale for such recommendation. The VMware board of directors also reviewed the analysis of the valuation firm and the VMware solvency opinion. Following discussion, the VMware board of directors resolved, subject to the receipt of the acceptability determination, to reaffirm, and not revoke, the authorization and declaration of the VMware special dividend and enter into the VMware waiver upon receipt of the acceptability determination. The VMware board of directors also established a payment date for the VMware special dividend of (i) the business day immediately following the record date for the VMware special dividend, subject to Dell Technologies providing a certification to VMware that if Dell Technologies’ pro rata share of the VMware special dividend is received by Dell Technologies’ subsidiaries that are holders of record of VMware common stock by 3:30 p.m., Eastern time, on such date, the closing of the Class V transaction will occur on such date (provided that if payment to Dell Technologies’ subsidiaries holding of record of VMware common stock cannot occur prior to 3:30 p.m., Eastern time, the VMware special dividend will be paid on the next business day) or (ii) any other date which the VMware dividend committee (as defined below) may establish as the payment date for the VMware special dividend with the approval of Dell Technologies, provided that the dividend committee may establish such other date only if it acts prior to the date that, absence such action, would otherwise be

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established as the payment date. In addition, the VMware board of directors approved resolutions clarifying that the conditions to payment of the VMware special dividend would be modified to account for changes to the conditions in the merger agreement resulting from the merger agreement amendment. The VMware board of directors established a dividend committee of the VMware board of directors, comprised of Mr. Gelsinger and referred to herein as the VMware dividend committee, and delegated to the VMware dividend committee the power and authority to establish a new record date and payment date for the VMware special dividend. The VMware board of directors also directed representatives of Morrison Foerster to inform representatives of Simpson Thacher that the VMware board of directors had adopted the foregoing resolutions.

Also on November 11, 2018, the Special Committee met telephonically to discuss the Company’s ongoing consideration of potential changes to the terms of the Class V transaction and to receive a preliminary financial analysis of such potential changes. At the meeting, representatives of Latham provided the Special Committee with a summary of bring-down due diligence that had been conducted with the Company’s management in connection with a potential change to the terms of the Class V transaction. Also at the meeting, representatives of Evercore reviewed the progression of discussions regarding the terms of the Class V transaction that had occurred among the Company and the Special Committee, including an increase in the per share price of the Class V Common Stock from $109.00 to $120.00, an increase in the maximum cash consideration from $9 billion to $14 billion, a commitment to appoint an additional director to the board of directors who would qualify as independent under NYSE rules and the addition of a requirement for one director to be elected to the board of directors by the holders of Class C Common Stock voting separately as a series.

Also on November 11, 2018, the board of directors of Dell Technologies met telephonically to receive an update regarding the conversations which representatives of Goldman Sachs had been having with the Class V stockholders who had entered into confidentiality arrangements.

Between November 11 and November 14, 2018, representatives of Goldman Sachs and Simpson Thacher communicated with representatives of Evercore and Latham, respectively, with respect to the status of the discussions with Stockholder B.

On November 12, 2018, representatives of Goldman Sachs continued their discussions with Stockholder B regarding revising the terms of the Class V transaction to increase the exchange ratio based upon stockholder elections regarding the share consideration and the cash consideration and if the market price of the Class V Common Stock prior to the closing of the Class V transaction implied that the per share value of Class V Common Stock attributable to the Class C Common Stock included in the share consideration was less than the $120.00 per share value of the cash consideration. In connection with those discussions, representatives of Goldman Sachs provided a table outlining the specifics of the preliminarily proposed November 11 terms. This presentation reflected that the amount of any increase in the exchange ratio would depend on both the VWAP of the Class V Common Stock during the trading period and the aggregate amount of cash consideration the Class V stockholders elected to receive in the Class V transaction.

Later on November 12, 2018, representatives of Stockholder B informed representatives of Goldman Sachs that the November 11 terms were not sufficient to satisfy Stockholder B’s concerns that the Class V stockholders should own up to 19.8% of Dell Technologies (on a treasury stock method basis) on a pro forma basis, assuming the maximum amount of $14 billion of cash elections in the Class V transaction.

On November 13, 2018, after speaking to representatives of Dell Technologies, representatives of Goldman Sachs presented a revised proposal to Stockholder B. The revised proposal, referred to herein as the November 13 terms, contained the same terms as the November 11 terms except that it proposed increasing the maximum economic ownership of Dell Technologies by the Class V stockholders to approximately 19.8% (on a treasury stock method basis) – which equated to a maximum exchange ratio of 1.8079 shares of Class C Common Stock per share of Class V Common Stock – in the event that the VWAP of the Class V Common Stock was equal to or less than $104.55 during the trading period, assuming the maximum amount of $14 billion

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of cash elections in the Class V transaction. In addition, the November 13 terms specified that the measurement period for such VWAP would be the ten trading days commencing on the date on which the receipt of the stockholder approvals for the Class V transaction is publicly announced. The November 13 terms also updated the minimum exchange ratio to 1.5043 shares of Class C Common Stock per share of Class V Common Stock to reflect more accurate rounding.

Separately, on November 13, 2018, the Icahn stockholders filed a supplemental investor presentation to be used in connection with their discussions relating to Dell Technologies. Subsequently, on November 14, Carl C. Icahn issued a statement in response to press inquiries regarding rumors about the Class V transaction which presented Mr. Icahn’s views with respect to certain governance matters relating to Dell Technologies.

On November 14, 2018, representatives of Stockholder B proposed to representatives of Goldman Sachs that the trading period for determining the VWAP of the Class V Common Stock occur prior to the special meeting and that the maximum exchange ratio be fixed to equal 1.8130 shares of Class C Common Stock per share of Class V Common Stock, assuming the maximum amount of $14 billion of cash elections in the Class V transaction. Representatives of Goldman Sachs replied that such a trading period was not acceptable to Dell Technologies because trading prices during such period could potentially reflect a meaningful discount if there was uncertainty about the outcome of the vote at the special meeting. After further discussions with representatives of Dell Technologies, representatives of Goldman Sachs communicated a proposal to increase the maximum exchange ratio to 1.8130 shares of Class C Common Stock per share of Class V Common Stock – which equated to economic ownership of Dell Technologies by the Class V stockholders of approximately 19.845% (on a treasury stock method basis) – in the event that the VWAP of the Class V Common Stock was equal to or less than $104.55, assuming the maximum amount of $14 billion of cash elections in the Class V transaction, and proposed that the measurement period for such VWAP be a 17-day trading period centered on the date on which the receipt of the stockholder approvals for the Class V transaction is publicly announced, so that the trading period would be evenly split between trading days prior to the announcement of the receipt of the stockholder approvals and trading days following the announcement date. Later in the afternoon of November 14, representatives of Stockholder B indicated to representatives of Goldman Sachs that they would be supportive of a revised Class V transaction reflecting the terms which had been proposed earlier that day, referred to herein as the November 14 terms, which would include (i) a stock exchange ratio ranging between 1.5043 and 1.8130 shares of Class C Common Stock per share of Class V Common Stock depending on the aggregate amount of cash elections in the Class V transaction and the VWAP of the Class V Common Stock during the 17 consecutive trading days ending on the eighth trading day following the date on which the receipt of the stockholder approvals for the Class V transaction is publicly announced, (ii) cash consideration of $120.00 per share of Class V Common Stock, subject to an aggregate maximum of $14 billion, (iii) expansion of the board of directors to include a fourth independent director by no later than June 30, 2019 and (iv) the creation, by no later than June 30, 2019, of a nominating and corporate governance committee initially comprised of Messrs. Dell and Durban and one independent director to, among other things, nominate an additional director to be elected by the holders of Class C Common Stock, beginning with the second annual meeting of stockholders following the closing of the Class V transaction. Representatives of Goldman Sachs then confirmed with the other publicly supporting stockholders, including Stockholder A, that each would be prepared to enter into an Investor Voting and Support Agreement to support a revised Class V transaction reflecting the November 14 terms. The publicly supporting stockholders collectively hold approximately 17% of the Class V Common Stock. In addition, one of two Class V stockholders who agreed to confidentiality arrangements but is not a publicly supporting stockholder confirmed that it would privately support a revised Class V transaction reflecting the November 14 terms.

Beginning on November 10, 2018 and concluding late into the evening of November 14, legal counsel for each of the constituents – Dell Technologies, Mr. Dell, the Special Committee, VMware and the publicly supporting stockholders – exchanged multiple drafts of the merger agreement amendment, the respective Investor Voting and Support Agreements and certain other ancillary documents and negotiated the terms of each such document.

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On November 14, 2018, representatives of Simpson Thacher provided representatives of Gibson Dunn and Morrison Foerster with a proposed final form of the merger agreement amendment. In consultation with Gibson Dunn and Lazard, the VMware special committee reviewed the changes to the merger agreement amendment from the draft reviewed by the VMware special committee at the meeting and made the VMware acceptability determination, following which Gibson Dunn notified VMware and Morrison Foerster of the VMware acceptability determination. Also on November 14, 2018, in connection with certain changes to the election deadline and record date for the VMware special dividend contemplated by the merger agreement amendment, the VMware dividend committee resolved, by written consent, that the record date for the VMware special dividend will be (i) the business day following the election deadline (or if such business day is December 24th or December 31st, the next succeeding day that is a business day), provided such day is at least eight calendar days following the later of (a) the date on which Dell Technologies issues a public announcement that it has received votes from its stockholders sufficient to approve the Class V transaction in accordance with the amended merger agreement, and (b) the date that the shares of Class C Common Stock to be issued in the Class V transaction have been approved for listing on the NYSE, subject to official notice of issuance and compliance by Dell Technologies with all applicable listing standards of the NYSE on the date on which such shares begin trading on the NYSE, or (ii) any other date which the VMware dividend committee may establish for the VMware special dividend with the approval of Dell Technologies, provided that the VMware dividend committee may establish such other date only if it acts prior to the date that, absent such action, would otherwise be established as the record date for the VMware special dividend.

In the evening of November 14, 2018, the Special Committee met telephonically to consider the definitive revised terms of the Class V transaction. Representatives of Latham led the members of the Special Committee through a detailed discussion of the terms and conditions set forth in the merger agreement amendment. Representatives of Evercore then discussed with the members of the Special Committee their financial analysis of the Class V transaction (giving effect to the merger agreement amendment) and, following such discussion, delivered to the members of the Special Committee Evercore’s oral opinion, which opinion was subsequently confirmed by delivery of a written opinion dated November 14, 2018, that, as of the date thereof, and based upon and subject to the factors, procedures, assumptions, qualifications, limitations and conditions set forth in its written opinion, the transaction consideration was fair, from a financial point of view, to the Class V stockholders (other than Dell Technologies and its affiliates). Following discussion and further careful consideration of the potential reasons for and against the proposed Class V transaction (as discussed below under “—Recommendation of the Special Committee”), the Special Committee unanimously determined that it is fair to and in the best interest of the Class V stockholders for Dell Technologies to enter into the merger agreement amendment and declared that the amended merger agreement and the other transactions contemplated by the amended merger agreement, including the adoption of the amended and restated Company certificate, are advisable. Accordingly, the Special Committee resolved to recommend that the Dell Technologies board of directors adopt the merger agreement amendment and approve the execution, delivery and performance thereof and the other transactions contemplated by the amended merger agreement, including the amended and restated Company certificate, and resolved to recommend adoption of the amended merger agreement and the transactions contemplated by the amended merger agreement, including the amended and restated Company certificate, by the holders of Class V Common Stock.

Following the Special Committee meeting, the Dell Technologies board of directors met telephonically to consider the definitive revised terms of the Class V transaction. Members of Dell Technologies management and representatives of Silver Lake Partners, Simpson Thacher, Wachtell Lipton and Goldman Sachs were also in attendance. Richard Rothberg, General Counsel and Secretary of Dell Technologies, reviewed with the directors their fiduciary duties in considering the proposed Class V transaction, including applicable standards for director conduct under Delaware law. Messrs. Dorman and Green stated that the Special Committee had convened a meeting earlier that evening and had unanimously determined that it is fair to and in the best interest of the Class V stockholders for Dell Technologies to enter into the merger agreement amendment and declared that the amended merger agreement and the other transactions contemplated by the amended merger agreement, including the adoption of the amended and restated Company certificate, are advisable. Accordingly, the Special

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Committee recommended that the Dell Technologies board of directors adopt the merger agreement amendment and approve the execution, delivery and performance thereof and the other transactions contemplated by the amended merger agreement, including the amended and restated Company certificate, and stated that they had resolved to recommend adoption of the amended merger agreement and the transactions contemplated by the amended merger agreement, including the amended and restated Company certificate, by the holders of Class V Common Stock. A representative of Simpson Thacher then led the directors through a discussion of a written summary of the terms and conditions of the merger agreement amendment, the Investor Voting and Support Agreements and the debt financing. Representatives of Goldman Sachs also gave a presentation to the board of directors regarding a financial analysis of the revised Class V transaction. Tom Sweet, Dell Technologies’ Chief Financial Officer, then discussed the recent performance of Dell Technologies and the contemplated debt financing. Following that discussion, Messrs. Dorman and Green, in their capacity as members of the Special Committee, were excused in order to allow the remaining members of the board of directors to discuss the proposed amended Class V transaction with respect to the interests of the holders of Class A Common Stock, Class B Common Stock and Class C Common Stock. With the benefit of the foregoing presentations and discussion, the remaining directors then considered the terms and conditions of the merger agreement amendment and the transactions contemplated by the amended merger agreement, including the draft VMware waiver, with respect to the interests of the holders of Class A Common Stock, Class B Common Stock and Class C Common Stock. The Dell Technologies board of directors (except for Messrs. Dorman and Green, who did not vote) unanimously determined that the merger in accordance with the terms of the amended merger agreement, the amended merger agreement and the other transactions contemplated thereby, including the adoption of the amended and restated Company certificate, were advisable and in the best interests of the holders of Class A Common Stock, Class B Common Stock and Class C Common Stock and recommended that the Dell Technologies board of directors adopt the merger agreement amendment and approve the execution, delivery and performance of the merger agreement amendment and the consummation of the merger and the other transactions contemplated by the amended merger agreement, including the amended and restated Company certificate. Following such resolutions, Messrs. Dorman and Green rejoined the meeting and were informed of the resolutions just passed by the Dell Technologies board of directors (other than Messrs. Dorman and Green). In light of the recommendation of the Special Committee and of the Dell Technologies board of directors (other than Messrs. Dorman and Green) and following further careful consideration of the potential reasons for and against the proposed Class V transaction (as discussed below under “—Recommendation of the Board of Directors”), the Dell Technologies board of directors unanimously determined that the merger in accordance with the terms of the amended merger agreement, the amended merger agreement and the other transactions contemplated by the amended merger agreement, including the amended and restated Company certificate, were advisable and in the best interests of the stockholders of Dell Technologies, adopted the merger agreement amendment and approved the execution, delivery and performance of the merger agreement amendment and the consummation of the merger and the other transactions contemplated by the amended merger agreement, including the amended and restated Company certificate, and resolved to recommend adoption of the amended merger agreement and the transactions contemplated by the amended merger agreement, including the amended and restated Company certificate, by the stockholders of Dell Technologies.

Also in the evening of November 14, 2018, Dell Technologies and VMware executed the VMware waiver, Dell Technologies and each of the publicly supporting stockholders executed the Investor Voting and Support Agreements, and Dell Technologies and Merger Sub executed the merger agreement amendment. Concurrently with the execution of the merger agreement amendment, Dell and the commitment parties executed the debt commitment letter, providing for up to $5 billion principal amount of debt financing to fund the increase in maximum aggregate cash consideration contemplated by the merger agreement amendment (as described below under “—Financing of the Increased Maximum Aggregate Amount of Cash Consideration”).

Prior to the opening of the markets on November 15, 2018, Dell Technologies issued a press release announcing the merger agreement amendment, the Investor Voting and Support Agreements and the debt commitment letter providing for up to $5 billion of debt financing.

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Later in the day on November 15, Mr. Icahn issued a statement in response to press inquiries regarding the revised Class V transaction in which he indicated that he had determined that a proxy fight would be unwinnable and had decided to withdraw the 220 lawsuit and terminate the Icahn stockholders’ proxy contest. The 220 lawsuit was voluntarily dismissed the same day.

On November 19, 2018, advisors to the Icahn stockholders informed advisors to Dell Technologies that the Icahn stockholders had notified Broadridge Financial Solutions that they did not intend to vote any proxies submitted to them on the gold proxy card at the special meeting and that they had requested that Broadridge Financial Solutions cease providing them with updates regarding the pending vote.

On November 21, 2018, Dell Technologies mailed a letter to Class V stockholders regarding the merger agreement amendment.

Recommendation of the Special Committee

At a meeting held on November 14, 2018, the Special Committee unanimously determined that the amended merger agreement and the transactions contemplated thereby, including the Class V transaction and the amended and restated Company certificate, are fair to and in the best interest of the Class V stockholders, and unanimously resolved to recommend that the board of directors approve the merger agreement amendment and the transactions contemplated by the amended merger agreement, including the Class V transaction and the amended and restated Company certificate. The Special Committee unanimously recommends that the holders of the Class V Common Stock entitled to vote thereon vote “FOR” the adoption of the amended merger agreement and “FOR” the adoption of the amended and restated Company certificate.

In evaluating the proposed transactions, including the Class V transaction, the Special Committee consulted with its advisors and, in reaching its determination and recommendation, considered a number of factors.

Many of the factors which the Special Committee considered favored its conclusion that the amended merger agreement and the transactions contemplated thereby are fair to and in the best interests of the Class V stockholders, including the following:

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