DELLDell Technologies

Policy for Review and Approval of Transactions With Related Persons

“The Audit Committee, in accordance with its charter and with the Dell Technologies Policy on Review and Approval of Transactions with Related Persons, a written policy adopted by the Board, is charged with the responsibility to review and approve any transactions with related persons.”

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Policy for Review and Approval of Transactions With Related Persons

“Under our policy, such a transaction, which we refer to as a related person transaction, encompasses any of the following transactions, arrangements or relationships:”

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Policy for Review and Approval of Transactions With Related Persons

“any transaction, arrangement or relationship in an amount exceeding $120,000 in which Dell Technologies or any of its subsidiaries is a participant and in which a “related person” has a direct or indirect material interest within the meaning of Item 404 of the SEC’s Regulation S-K and that would be required to be disclosed by Dell Technologies in its SEC filings under Item 404;”

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Policy for Review and Approval of Transactions With Related Persons

“any transaction, arrangement or relationship constituting a “related party transaction” for purposes of NYSE rules; and any other transaction, arrangement or relationship (1) in which Dell Technologies or any of its subsidiaries is a participant, (2) which might potentially give rise to a conflict of interest and (3) which the Audit Committee determines it would be advisable and in the best interests of Dell Technologies and its stockholders to review and approve in accordance with the policy.”

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Policy for Review and Approval of Transactions With Related Persons

“For purposes of the policy, a “related person” is a director (including a director nominee) or executive officer of Dell Technologies, a person known by us to be the beneficial owner of more than 5% of any class of our voting securities at the time of the occurrence or existence of the transaction, or an immediate family member (as defined in Item 404) of any of the foregoing persons.”

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Policy for Review and Approval of Transactions With Related Persons

“In determining whether to approve a related person transaction, the Audit Committee is required to consider, among other factors, the following factors to the extent relevant to the transaction:”

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Policy for Review and Approval of Transactions With Related Persons

“whether the terms are fair to Dell Technologies or its subsidiary and on the same basis that would apply if the transaction did not involve a related person;”

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Policy for Review and Approval of Transactions With Related Persons

“whether there are business reasons for Dell Technologies or its subsidiary to enter into the transaction;”

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Policy for Review and Approval of Transactions With Related Persons

“whether the transaction is consistent with the interests of Dell Technologies and its subsidiaries;”

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Policy for Review and Approval of Transactions With Related Persons

“whether a transaction in which a director has a direct or indirect material interest would impair the independence of a non-employee director under NYSE and SEC standards or, to the extent applicable, the director’s status as a “non-employee director” pursuant to Rule 16b-3 under the Exchange Act; and whether the transaction would present an improper conflict of interest for any director or executive officer, taking into account the size of the transaction, the overall financial position of the director, executive officer or other related person, the direct or indirect nature of the interest in the transaction of the director, executive officer or other related person, the ongoing nature of any proposed relationship, and any other factors the Audit Committee deems relevant.”

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Policy for Review and Approval of Transactions With Related Persons

“Related persons referred to in the following description of certain relationships and transactions include the following persons based on their beneficial ownership of more than 5% of a class of our outstanding common stock during Fiscal 2026, or their affiliates or other related entities: Michael S. Dell; the MD stockholders (as defined in Annex A to this proxy statement); the SLP stockholders (as defined in Annex A to this proxy statement); The Vanguard Group; and BlackRock, Inc. See “Security Ownership of Certain Beneficial Owners and Management” for information about the beneficial ownership of our outstanding common stock as of April 27, 2026 (except as otherwise indicated). Mr. Dell also serves as the Chairman and Chief Executive Officer of Dell Technologies.”

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Policy for Review and Approval of Transactions With Related Persons

“Unless the context indicates otherwise, reference in this section to “we,” “us,” “our,” the “Company” and “Dell Technologies” means Dell Technologies Inc. and its consolidated subsidiaries.”

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