If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B).  ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross Border Issuer Tender Offer)  ☐

Exchange Act Rule 14d-1(d) (Cross Border Third Party Tender Offer)  ☐

CALCULATION OF REGISTRATION FEE

The Registrants hereby amend this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrants shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

notes, the old 2025 notes, the old June 2026 notes, the old October 2026 notes, the old 2027 notes, the old 2029 notes, the old 2030 notes and the old 20362041 notes, the “outstanding notes”) of the Issuers in the aggregate principal amount of $2,000,000,000$1,094,877,000 in exchange for up to $2,000,000,000$1,094,877,000 of 8.350% First Lien3.450% Senior Notes due 20462051 (the “2046“2051 exchange notes” and, together with the 2023 exchange notes, the 2024 exchange notes, the 2025 exchange notes, the June 2026 exchange notes, the October 2026 exchange notes, the 2027 exchange notes, the 2029 exchange notes, the 2030 exchange notes and the 20362041 exchange notes, the “exchange notes” and, the exchange notes together with the outstanding notes, the “notes”), which have been registered under the Securities Act.

The exchange notes will be the senior unsecured obligation of the Issuers and will be guaranteed on a full and unconditional, joint and several basis by Dell Technologies Inc., Denali Intermediate Inc., and Dell Inc. and each of Denali Intermediate Inc.’s wholly-owned domestic subsidiaries that guarantees obligations under the senior secured credit facilities. Such guarantees will rank equal in right of payment with all existing and future senior indebtedness of such guarantors, including our senior securedrevolving credit facilitiesfacility and theour existing notes, and senior in right of payment to all future subordinated indebtedness of such guarantors. The exchange notes will not be guaranteed by any of the Issuers’ subsidiaries and the exchange notes and related guarantees thereof will be structurally subordinated to all of the existing and future indebtedness and other liabilities of any existing and future subsidiaries that do not guarantee the exchange notes, including our non-wholly-owned subsidiaries, foreign subsidiaries, receivables subsidiaries and subsidiaries designated as unrestricted subsidiaries under the senior secured credit facilities. The exchange notes and the related guarantees thereof will be structurally senior to the Dell Inc. unsecured notes and debentures and (except with respect to EMC) the EMC unsecured notes. To the extent lenders under the senior secured credit facilities release any guarantor from its obligations, such guarantor will also be released from its obligations under its guarantee in respect of the exchange notes.Issuers. See “Description of the Exchange Notes—Note Guarantees.”

We are conducting the exchange offer in order to provide you with an opportunity to exchange your unregistered outstanding notes for freely tradable exchange notes that have been registered under the Securities Act.

The Exchange Offer

Results of the Exchange Offer

All untendered outstanding notes will continue to be subject to the restrictions on transfer set forth in the outstanding notes and in the indenture. In general, the outstanding notes may not be offered or sold, unless registered under the Securities Act, except pursuant to an exemption from, or in a transaction not subject to, the Securities Act and applicable state securities laws. Other than in connection with the exchange offer, we do not currently anticipate that we will register the outstanding notes under the Securities Act.

You should carefully consider the “Risk Factors”“Risk Factors” beginning on page 2315 of this prospectus before participating in the exchange offer.

Each broker dealer that receives exchange notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of such exchange notes. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker dealer in connection with resales of exchange notes received in exchange for outstanding notes where such outstanding notes were acquired as a result of market making activities or other trading activities.

Neither the Securities and Exchange Commission (the “SEC”) nor any other regulatory body has approved or disapproved of the exchange notes to be distributed in the exchange offer or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is                 , 2021.2023.

We have not authorized anyone to provide you with information different from that contained in or incorporated by reference in this prospectus. This prospectus may be used only for the purposes for which it has been published and we do not take any responsibility for, or can provide any assurance as to the reliability of, any information other than the information in or incorporated by reference in this prospectus. We are not making an offer of these securities in any state where the offer is not permitted.

This prospectus incorporates by reference important business and financial information about us from documents filed with the SEC that have not been included herein or delivered herewith. Information incorporated by reference is available without charge at the website that the SEC maintains at http://www.sec.gov, as well as from other sources. See “Where“Where You Can Find More Information.Information.” In addition, you may request a copy of such document, at no cost, by writing or calling us at the following address or telephone number: Dell Technologies Inc., One Dell Way, Round Rock, Texas 78682, Attn: Investor Relations, Tel: (512) 728-7800. In order to receive timely delivery of those materials, you must make your requests no later than five business days before expiration of the applicable exchange offer, or                 , 2021,2023, the present expiration of the exchange offer.

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 prospectus. All subsequent written or oral forward-looking statements attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. While we may elect to update forward-looking statements in the future, we specifically disclaim any obligation to do so, even if our expectations change or if new events, circumstances or information arises, and investors should not rely on those forward-looking statements as representing our views as of any date subsequent to the date of this prospectus, except as may be required under applicable federal securities law.

TRADEMARKS AND SERVICE MARKS

We own or have rights to trademarks, service marks or trade names that we use in connection with the operation of our business. Certain trademarks and/or trade names are subject to registrations or applications to register with the United States Patent and Trademark Office or the equivalent in certain foreign jurisdictions, while others are not subject to registration but protected by common law rights. These registered and unregistered marks include our corporate names, logos and website names used herein. Each trademark, service mark or trade name by any other company appearing in this prospectus belongs to its owner.

Solely for convenience, trademarks, service marks and trade names referred to in this prospectus may appear without the ^®, ^TM or ^SM symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or the right of the applicable licensors to these trademarks, service marks or trade names. We do not intend our use or display of other parties’ trademarks, service marks or trade names to imply, and such use or display should not be construed to imply, a relationship with, or endorsement or sponsorship of us by, those other parties.

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As disclosed in Dell Technologies’ Annual Report on Form 10-K for the fiscal year ended January 29, 2021 incorporated by reference herein, Dell Technologies adopted the standard set forth in ASC 326 (the “new CECL standard”) as of February 1, 2020 using the modified retrospective method, with the cumulative-effect adjustment to the opening balance of stockholders’ equity (deficit) as of the adoption date. The cumulative effect of adopting the new CECL standard resulted in immaterial adjustments to the allowance for expected credit losses within financing receivables, net“Fiscal 2024,” “Fiscal 2023,” “Fiscal 2022” and accounts receivable, net, other non-current liabilities related to deferred taxes“Fiscal 2021” respectively. Fiscal 2024 includes 52 weeks. Fiscal 2023 included 53 weeks. Fiscal 2022 and stockholders’ equity (deficit) as of February 1, 2020.

In addition, Dell Technologies adopted the standard set forth in ASC 842 (the “new lease standard”) as of February 2, 2019 using the modified retrospective approach, with the cumulative-effect adjustment to the opening balance of stockholders’ equity (deficit) as of the adoption date. Dell Technologies elected to apply the practical expedient using the transition option whereby prior comparative periods were not retrospectively adjusted in Dell Technologies’ consolidated financial statements. Accordingly, prior comparative periods have not been adjusted in the Dell Technologies’ consolidated financial statements and are therefore not comparable with the current period. Dell Technologies also elected the package of practical expedients that does not require reassessment of initial direct costs, classification of a lease, and definition of a lease. The adoption of the new lease standard resulted in the recognition of $1.6 billion in operating lease liabilities and related right of use (“ROU”) assets. Dell Technologies recorded an immaterial adjustment to stockholders’ equity (deficit) as of February 2, 2019 to reflect the cumulative effect of adoption of the new lease standard.

In the area of lessor accounting, as of February 2, 2019, Dell Technologies began to originate operating leases due to the elimination of third-party residual value guarantee insurance from the sales-type lease classification test. Leases that commenced prior to the adoption of the new lease standard were not reassessed or restated pursuant to the practical expedients elected. Accordingly, there was no cumulative adjustment to stockholders’ equity (deficit) related to lessor accounting.Fiscal 2021 included 52 weeks.

Numerical figures included in or incorporated by reference into this prospectus have been subject to rounding adjustments. Accordingly, numerical figures shown as totals in various tables may not represent arithmetic aggregations of the figures that precede them.

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In addition, on April 7, 2021, we issued a notice of redemption to redeem the $475 million aggregate principal amount of our outstanding 5.875% senior notes due 2021 in full on April 22, 2021. Such repayments of indebtedness are not reflected in the debt balances included in this prospectus.2

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governing the existing senior notes, the indentures governing the existing first lien notes, the indenture that will govern the exchange notes offered hereby and agreements governing our other indebtedness as well as the terms of additional indebtedness we may incur in the future. If new indebtedness is added to our debt levels, the related risks that we now face could intensify. Our ability to access additional funding under our Revolving Credit Facility and certain of our DFS Debt will depend upon, among other things, the absence of an event of default under such indebtedness, including any event of default arising from a failure to comply with the related covenants. If we are unable to comply with our covenants under the senior secured credit facilities and certain of our DFS Debt, our liquidity may be adversely affected.

As of January 29, 2021, approximately $11.3 billion of our debt was variable-rate debt and a 1.00% increase in interest rates would have resulted in an increase of approximately $93.2 million in annual interest expense on such debt. Our ability to meet our expenses, to remain in compliance with our covenants under our debt instruments and to make future principal and interest payments in respect of our debt depends on, among other factors, our operating performance, competitive developments and financial market conditions, all of which are significantly affected by financial, business, economic and other factors. We are not able to control many of these factors. Given current industry and economic conditions, our cash flow may not be sufficient to allow us to pay principal and interest on our debt, including the exchange notes, and meet our other obligations.

We may not be able to achieve our objective of de-leveraging in order to achieve an investment grade credit rating in the timeframe we currently anticipate.

One of our long-term objectives is to reduce indebtedness to achieve and maintain corporate investment grade credit ratings. While we have made steady progress in paying down core debt, we may not be able to continue to generate operating cash flows and other cash necessary to continue executing this objective to achieve an investment grade rating in the timeframe we currently anticipate. Any failure by us to continue reducing our indebtedness could result in a material reduction in our credit quality and adversely impact the trading price of the exchange notes.

We may be able to incur more indebtedness, in which case the risks associated with our substantial leverage, including our ability to service our indebtedness, would increase. In addition, the value of the rights of holders of the exchange notes to the collateral may be reduced by any increase in the indebtedness secured by the collateral.

The credit agreement governing our senior secured credit facilities and the indenture governing the existing senior notes permits, subject to specified conditions and limitations, the incurrence of a significant amount of additional indebtedness. The indentures governing the existing first lien notes do not, and the indenture that will govern the exchange notes does not, limit our ability to incur unsecured debt and will permit us to incur a significant amount of additional secured debt, subject to specified conditions and limitations.

If we incur additional indebtedness, this may have the effect of reducing the amount of proceeds paid to holders of the exchange notes in connection with any exercise of remedies with respect to insolvency, liquidation, reorganization, dissolution or other winding up of our business. In addition, if we incur any additional secured indebtedness that ranks pari passu with the exchange notes offered hereby with respect to the collateral, subject to collateral arrangements and the intercreditor agreement, the holders of that debt will be entitled to share ratably with the holders of the exchange notes in any proceeds distributed in connection with any exercise of remedies with respect to the collateral or insolvency, liquidation, reorganization, dissolution or other winding up of our company. This may have the effect of reducing the amount of proceeds paid to holders of the exchange notes. These restrictions also will not prevent us from incurring obligations that do not constitute indebtedness, including obligations under lease arrangements that are currently recorded as operating leases even if operating leases were to be treated as debt under GAAP. As of January 29, 2021, we had approximately $1.3 billion-equivalent of available borrowings under our DFS Debt, $1.0 billion available for borrowing under the VMware Revolving Credit Facility and $4.5 billion available for borrowing under the Revolving Credit Facility (without giving effect to an immaterial amount of letters of credit outstanding). If we incur additional debt, the

risks associated with this substantial leverage and the ability to service such debt would increase. See “Capitalization” and “Description of the Exchange Notes.”

The exchange notes will be structurally subordinated to the debt and other liabilities of ournon-guarantor subsidiaries (other than the Issuers), and your right to receive payments on the exchange notes could be adversely affected if any of suchnon-guarantor subsidiaries declares bankruptcy, liquidates or reorganizes.

Our obligations under the exchange notes are structurally subordinated to the debt and other liabilities of our non-guarantorsubsidiaries (other than the Issuers), which include, among others, our non-wholly-owned subsidiaries, foreign subsidiaries, receivables subsidiaries and subsidiaries designated as unrestricted subsidiaries under the senior secured credit facilities. In particular, Secureworks, Boomi, Virtustream, VMware, EMC Equity Assets LLC and VMW Holdco L.L.C. and their respective subsidiarieswho will not guarantee the exchange notes. Holders of the exchange notes will not have any claim as a creditor against our non-guarantorsubsidiaries (other than the issuers)Issuers). In the event that any of suchnon-guarantor subsidiaries becomes insolvent, liquidates, reorganizes, dissolves or otherwise winds up, holders of their debt and their trade creditors will generally be entitled to payment on their claims from the assets of those subsidiaries before any of those assets are made available to us. Consequently, your claims in respect of the exchange notes or guarantees will be structurally subordinated to all of the liabilities of such non-guarantorsubsidiaries. As of January 29, 2021, theMay 5, 2023, our non-guarantor subsidiaries (excluding the issuers)Issuers) had $72.0$62.9 billion of total liabilities (including $4.8 billion of the VMware Notes, $4.0 billion of the Margin Loan Facility and $9.6 billion of the DFS Debt)(excluding intercompany liabilities), all of which will be structurally senior to the exchange notes and guarantees. Dell provides an unsecured guarantee of the obligations under the $292 million-equivalent Canadian structured facility, the $727 million-equivalent European Structured Facility and the $269 million-equivalent ANZ Structured Facility. In addition, we had approximately $1.3 billion-equivalent of available borrowings under the DFS Debt, all of which will bewere structurally senior to the exchange notes and the guarantees. Dell Technologies provides an unsecured guarantee, which will expire concurrently with the maturity of the Margin Loan Facility due April 2022, of the borrowings under the Margin Loan Facility, of which $4.0 billion was outstanding as of January 29, 2021.

In addition, any guarantee of the exchange notes may be released upon the occurrence of certain events, including the following:

If any guarantee is released, no holder of the exchange notes will have a claim as a creditor against any entity that is no longer a guarantor of the exchange notes, and the indebtedness and other liabilities,liabilitires, including trade payables and preferred stock, if any, whether secured or unsecured, of such entity will be effectively senior to the claim of any holders of the exchange notes. See “Description of the Exchange Notes—Note Guarantees—Release of Note Guarantees.”

The senior secured credit facilities andterms of the indenture that governs the existing seniorexchange notes imposeprovides only limited protection against significant operating and financial restrictions on us.corporate events that could adversely impact your investment in the exchange notes.

The senior secured credit facilities andWhile the indenture that governs the existing seniorexchange notes contain covenants that limit our ability andterms intended to provide protection to noteholders upon the abilityoccurrence of certain events involving significant corporate transactions and our creditworthiness, these terms are limited and may not be sufficient to protect your investment in the exchange notes. For example, certain important corporate events, such as leveraged recapitalizations, may not, under the indenture that governs the exchange notes, constitute a “change of control” that would require us to repurchase the exchange notes, even though those corporate events could increase the level of our subsidiaries to:indebtedness or otherwise adversely affect our capital structure, credit ratings or the value of the exchange notes. See “Description of the Exchange Notes—Change of Control Triggering Event.”

In addition, the indenture that governs the exchange notes does not:

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legislative, regulatory and other factors, some of which are beyond our control. Our future cash flow, cash on hand or available borrowings may not be sufficient to meet our obligations and commitments. If we are unable to generate sufficient cash flow from operations in the future to service our indebtedness and to meet our other commitments, we will be required to adopt one or more alternatives, such as refinancing or restructuring our indebtedness (including the exchange notes), selling material assets or operations or seeking to raise additional debt or equity capital. These actions may not be effected on a timely basis or on satisfactory terms or at all, or these actions may not enable us to continue to satisfy our capital requirements. In addition, our existing or future debt agreements contain and will contain restrictive covenants that may prohibit us from adopting any of these alternatives. Our failure to comply with these covenants could result in an event of default which, if not cured or waived, could result in the acceleration of all our debts. See “Description of the Exchange Notes.”

In addition, we conduct substantially all of our operations through our subsidiaries, certainnone of which (other than the Issuers) will not be Issuers or guarantors ofobligors under the exchange notes or our other indebtedness.notes. Accordingly, repayment of our indebtedness, including the exchange notes, will be dependent in part on the generation of cash flow by our subsidiaries and their ability to make such cash available to us or the issuers,Issuers, by dividend, debt repayment or otherwise. Unless they are guarantors of the exchange notes or our other indebtedness, the subsidiaries will not have any obligation to pay amounts due on the exchange notes or our other indebtedness, as applicable, or to make funds available for that purpose. Our subsidiaries may not be able to, or may not be permitted to, make distributions to enable us or the issuersIssuers to make payments in respect of our indebtedness, including the exchange notes. Each subsidiary is a distinct legal entity, and under certain circumstances legal and contractual restrictions may limit our ability to obtain cash from our subsidiaries. In particular, none of VMware or Secureworks currently pays dividends (other than the special one-time dividend paid by VMware in connection with the Class V transaction). Any decisions regarding dividends on the VMware or Secureworks common stock would be a decision of the board of directors of such entity. The cash and cash equivalents at VMware, Secureworks and any of our other subsidiaries that may be publicly traded may not be available or may be of limited assistance to our ability to make payments of principal and interest under the exchange notes when due and to comply with our other obligations under the exchange notes. While the credit agreement governing the senior secured credit facilities, the indenture governing the existing notes and the agreements governing certain of our other indebtedness limit the ability of certain of our subsidiaries to incur consensual restrictions on their ability to pay dividends or make other intercompany payments to us, these limitations are subject to certain qualifications and exceptions. In the event that we and the issuersIssuers do not receive distributions from our subsidiaries, we may be unable to make the required principal and interest payments on our indebtedness, including the exchange notes.

If we cannot make scheduled payments on our debt, we will be in default, and as a result, holders of the exchange notes and certain of our other indebtedness could declare all outstanding principal and interest to be due and payable, the lenders under the senior securedour revolving credit facilitiesfacility could terminate their commitments to loan money and the lenders under such facilities could foreclose against the assets securing the borrowings under such agreements and we could be forced into bankruptcy or liquidation, which, in each case, which could result in your losing all or a portion of your investment in the exchange notes.

We and our subsidiaries are not restricted from incurring significant additional debt, including significant secured debt.

We and our subsidiaries may be able to incur substantial additional indebtedness, including significant additional secured indebtedness, in the future. The lenders underindentures that govern the senior secured credit facilities have the discretion to release guarantors under these facilities in a variety of circumstances, which will cause those guarantors to be released from their guarantees ofexisting notes and the exchange notes.

So long as any obligations under the senior secured credit facilities remain outstanding, any guarantee of the exchange notes may be released without action by, or consent of, any holder of exchange notes or the applicable trustee under the indenture that will govern the exchange notes if, at the discretion of lenders under the senior secured credit facilities, such guarantor’s guarantee of the senior secured credit facilities is released. The lenders under the senior secured credit facilities have the discretion to release the guarantees under the senior secured credit facilities in a variety of circumstances. Any guarantors of the exchange notes that are released as guarantors under the senior secured credit facilities will automatically be released as guarantors of the exchange notes. You will not have a claim as a creditor against any entity that is no longer a guarantor of the exchange

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regardless of the standard that a court uses, that it would not determine that an issuer or a guarantor were indeed insolvent on that date; that any payments to the holders of the exchange notes (including under the guarantees) did not constitute preferences, fraudulent transfers or conveyances on other grounds; or that the issuance of the exchange notes and the guarantees would not be subordinated to any issuer’s or any guarantor’s other debt.

If a guarantee or a lien in favor of an exchange note is avoided as a fraudulent conveyance or found to be unenforceable for any reason, you will not have a claim against that obligor and will only be a creditor of the issuers or any guarantor to the extent the issuers’ or such guarantor’s obligation is not set aside or found to be unenforceable. Sufficient funds to repay the exchange notes may not be available from these other sources, including the remaining obligors, if any; accordingly, in the event of a finding that a fraudulent transfer or conveyance occurred, you may not receive any repayment onExchange Notes”) without ratably securing the exchange notes. YouUnder certain circumstances, the amount of secured and unsecured indebtedness that we may alsoincur while remaining in compliance with these restrictions could be required to return payments you have received with respect to such guarantees and liens in respect of guarantees, as applicable.

Each guarantee will contain a provision intended to limit the guarantor’s liability to the maximum amount that it could incur without causing the incurrence of obligations under its guarantee to be a fraudulent transfer. This provision may not be effective to protect the guarantees from being avoided under applicable fraudulent transfer laws or may reduce the guarantor’s obligation to an amount that effectively makes the guarantee worthless. In a Florida bankruptcy court decision (which was subsequently reinstated by the United States Court of Appeals for the Eleventh Circuit on different grounds), this kind of provision was found to be ineffective to protect the guarantees.

Finally, as a court of equity, a bankruptcy court may subordinate the claims in respect of the exchange notes or guarantees to other claims against the issuers or the guarantors, respectively, under the principle of equitable subordination if the court determines that (a) the holder of exchange notes engaged in some type of inequitable conduct, (b) the inequitable conduct resulted in injury to our other creditors or conferred an unfair advantage upon the holders of exchange notes and (c) equitable subordination is not inconsistent with the provisions of the Bankruptcy Code.substantial.

We may not be able to finance a change of control offer as required by the indenture that will governgoverns the exchange notes offered hereby.

Under the indenture that will governgoverns the exchange notes offered hereby, upon the occurrence of a Change of Control Triggering Event, we will be required to offer to repurchase all of the exchange notes then outstanding at 101% of the principal amount of the exchange notes (or such higher amount as the issuersIssuers may determine), plus any accrued and unpaid interest, if any, to, but not including, the repurchase date. We may not be able to repurchase the exchange notes upon a Change of Control Triggering Event because we may not have sufficient financial resources to purchase all of the exchange notes that would be tendered upon a Change of Control Triggering Event. Our failure to repurchase the exchange notes upon a Change of Control Triggering Event would cause an event of default under the indenture that will governgoverns the exchange notes offered hereby and a cross-default under the senior securedrevolving credit facilities. The indentures governing the existing first lien notes and the existing senior notes also contain similar change of control offer provisions.facility. The credit agreement governing our senior securedrevolving credit facilitiesfacility also provideprovides that a change of control triggering event (as described therein) is an event of default that permits lenders to terminate their commitments and accelerate the maturity of borrowings thereunder. Any of our future debt arrangements may contain similar provisions. We cannot assure you that we will have the financial resources available or that we will be permitted by our debt instruments to fulfill these obligations upon the occurrence of a Change of Control Triggering Event in the future. We may require additional financing from third parties to fund any such purchases, and we may be unable to obtain financing on satisfactory terms or at all. Further, our ability to repurchase the exchange notes may be limited by law. In order to avoid the obligations to repurchase the exchange notes the existing first lien notes and the existing senior notes and to avoid events of default, and potential breaches of the credit agreement governing the senior secured credit facilities, we may have to avoid certain change of control transactions that would otherwise be beneficial to us.

In addition, certain important corporate events, such as leveraged recapitalizations, may not, under the indenture that will governgoverns the exchange notes, constitute a “change of control” that would require us to repurchase the exchange notes, even though those corporate events could increase the level of our indebtedness or otherwise adversely affect our capital structure, credit ratings or the value of the exchange notes. See “Description of the Exchange Notes—Change of Control Triggering Event.”

Holders of the exchange notes may not be able to determine when a change of control giving rise to their right to have the exchange notes repurchased has occurred following a sale of “substantially all” of our assets.

One of the circumstances under which a change of control may occur is upon the sale or disposition of “all or substantially all” of our assets. There is no precise established definition of the phrase “substantially all” under applicable law and the interpretation of that phrase will likely depend upon particular facts and circumstances. Accordingly, the ability of a holder of exchange notes to require us to repurchase its exchange notes as a result of a sale of less than all our assets to another person may be uncertain.

Ratings of the exchange notes and other factors may affect the market price and marketability of the exchange notes.

We currently expect that, upon issuance, the exchange notes will be rated by Moody’s, S&P and S&P.Fitch. Such ratings will be limited in scope, and will not address all material risks relating to an investment in the exchange notes, but rather will reflect only the view of each rating agency at the time it issues the rating. An explanation of

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Risks Related to the Exchange Notes and the Collateral

The indenture that will govern the exchange notes does not contain financial covenants and only provides limited protection against significant corporate events and other actions we may take that could adversely impact your investment in the exchange notes.

The indenture that will govern the exchange notes contains limited protective covenants and may not be sufficient to protect your investment in the exchange notes.

The indenture that will govern the exchange notes does not:

As a result of the foregoing, when evaluating the terms of the exchange notes, you should be aware that the terms of the indenture that will govern the exchange notes will not restrict our ability to engage in, or to otherwise be a party to, a variety of corporate transactions, circumstances and events that could have an adverse impact on your investment in the exchange notes.

Certain of the covenants in the indenture that will govern the exchange notes does not apply to us upon the occurrence of a Release Event.

Upon the occurrence of a Release Event (including an Investment Grade Event), the covenant relating to the sale and transfer of certain assets with respect to the exchange notes will cease to apply and the scope of the covenant relating to liens will be modified. Any such termination or modification of the covenants under the indenture that governs the exchange notes would allow us to engage in certain transactions that would not be permitted prior to such termination or modification. See “Description of the Exchange Notes—Certain Covenants.”

The value of the collateral securing the exchange notes may not be sufficient to satisfy our obligations under exchange notes.

The obligations under the exchange notes will be secured by a first-priority lien on certain tangible and intangible assets of the issuers and guarantors, subject to certain thresholds, exceptions and permitted liens. No appraisal of the value of the collateral has been made in connection with the exchange offer, and the fair market value of the collateral will be subject to fluctuations based on factors that include, among others, changing economic conditions, competition and other future trends. By its nature, some or all of the collateral may be illiquid and may have no readily ascertainable market value. In the event of a foreclosure, liquidation, bankruptcy or similar proceeding, the lenders under the senior secured credit facilities and the holders of the existing first lien notes will share the proceeds of the collateral ratably with the holders of the exchange notes, thereby diluting the collateral coverage. In particular, the fair market value of the collateral may not be sufficient to repay the holders of the exchange notes upon any foreclosure, liquidation, bankruptcy or similar proceeding. There also can be no assurance that the collateral will be saleable, and even if saleable, the timing of its liquidation would be

uncertain. Accordingly, there may not be sufficient collateral to pay all or any of the amounts due on the exchange notes. Any claim for the difference between the amount, if any, realized by holders of the exchange notes from the sale of the collateral securing the exchange notes and the obligations under the exchange notes will rank equally in right of payment with all of our other unsecured unsubordinated indebtedness and other obligations, including trade payables. In addition, as discussed further below, the holders of the exchange notes would not be entitled to receive post-petition interest or applicable fees, costs, expenses, or charges to the extent the amount of the obligations due under the exchange notes exceeded the value of the collateral (after taking into account all other first-priority debt that was also secured by the collateral), or any “adequate protection” on account of any undersecured portion of the exchange notes. See “—In the event of a bankruptcy of either of the issuers or any of our guarantors, holders of the exchange notes may be deemed to have an unsecured claim to the extent that the issuers’ obligations in respect of the exchange notes exceed the fair market value of the collateral that will secure the exchange notes and the guarantees.”

With respect to some of the collateral, the collateral agent’s security interest and ability to foreclose will also be limited by the need to meet certain requirements, such as obtaining third party consents and making additional filings. If we are unable to obtain these consents or make these filings, the security interests may be invalid and the holders will not be entitled to the collateral or any recovery with respect thereto. We cannot assure you that any such required consents can be obtained on a timely basis or at all. These requirements may limit the number of potential bidders for certain collateral in any foreclosure or other auction and may delay any sale, either of which events may have an adverse effect on the sale price of the collateral. Therefore, the practical value of realizing on the collateral may, without the appropriate consents and filings, be limited.

The indenture that will govern the exchange notes will also permit the Issuers and the guarantors to create additional liens on the collateral under specified circumstances, some of which liens may be pari passu with the liens securing the exchange notes. Any obligations secured by such liens may further dilute the collateral and limit the recovery from the realization of the collateral available to satisfy holders of the exchange notes. See “Description of the Exchange Notes—Certain Covenants—Limitation on Liens.”

Sales of assets by the Issuers and the guarantors could reduce the pool of assets that will secure the exchange notes and the guarantees.

The security documents that will relate to the exchange notes allow the Issuers and the guarantors to remain in possession of, retain exclusive control over, freely operate and collect, invest and dispose of any income from,the collateral that will secure the exchange notes. To the extent we sell any assets that constitute such collateral, theproceeds of such sale will be subject to the liens securing the exchange notes and the guarantees only to the extentsuch proceeds would otherwise constitute “collateral” securing the exchange notes and the guarantees under the security documents. Such proceeds will also be subject to the security interests of certain creditors other than the holders of the exchange notes, some of which may have a lien in those assets that is pari passu with the lien of the holders of the exchange notes. For example, the holders of the existing first lien notes and the lenders under the senior secured credit facilities will have a first-priority lien in the collateral that will secure the exchange notes and the guarantees. To the extent theproceeds of any sale of collateral do not constitute “collateral” under the security documents, the pool of assets that will secure the exchange notes and the guarantees would be reduced, and the exchange notes and the guarantees would not be secured by such proceeds.

Certain property will be excluded from the collateral that will secure the exchange notes and the guarantees, and certain of such excluded property may secure debt other than the exchange notes and the guarantees.

Certain categories of assets are excluded from the collateral that will secure the exchange notes and the guarantees, as discussed under “Description of the Exchange Notes—Security for the Notes—CertainLimitations on the Collateral.” For example, the indenture that will govern the exchange notes permits liens in favor of third parties to secure additional debt, including purchase money indebtedness and capital lease obligations, and any assets subject to liens securing purchase money indebtedness and capital lease obligations will be automatically excluded from the collateral that will secure the exchange notes and the guarantees to the extent the agreements governing such debt prohibit any other liens on such assets.

In addition, the collateral that will secure the exchange notes will not include any leased real property or any fee-owned real property with a book value of less than $150 million or any “principal property” as defined in the indentures governing the Dell Inc. unsecured notes and debentures and the EMC unsecured notes and capital stock of any subsidiary holding “principal property” as defined in the indenture governing the Dell Inc. unsecured notes and debentures. We believe that, as of January 29, 2021, Dell (including its subsidiaries) did not hold any property qualifying as “principal property” under the indentures governing the Dell Inc. unsecured notes and debentures, and EMC (including its subsidiaries) held certain properties that constituted “principal property” under the indentures governing the EMC unsecured notes, of which the aggregate book value was approximately $0.9 billion. “Principal property” under the indentures governing the Dell Inc. unsecured notes and debentures refers to certain properties that have a net book value exceeding 1% of the “consolidated net tangible assets” (as defined therein) of Dell. To the extent consolidated net tangible assets decreases over time (including as a result of any deleveraging of Dell and its subsidiaries), this may result in additional properties constituting “principal property” under such indentures and therefore being excluded from the collateral that will secure the exchange notes. In addition, the net book value of properties may change over time and constitute “principal property” under such indentures in the future. The collateral that will secure the exchange notes will also not include any pledge of the assets or capital stock of subsidiaries that have been or will be designated as unrestricted subsidiaries under the senior secured credit facilities, including Secureworks, Boomi, Virtustream, VMware, EMC Equity Assets LLC and VMW Holdco L.L.C. and their respective subsidiaries. As of January 29, 2021, excluding the effect of intercompany balances as well as intercompany transactions, such unrestricted subsidiaries and their subsidiaries and the subsidiaries that own “principal property,” as defined in the indentures governing the EMC unsecured notes, accounted for approximately $20.5 billion, or 22.0%, of our total net revenue, and approximately $63.5 billion, or 51.0%, of our total assets. If an event of default occurs and the maturity of the exchange notes is accelerated, the exchange notes and the guarantees will rank pari passu with the holders of other unsecured or senior indebtedness of the relevant obligor with respect to such excluded assets. As a result, if the value of the assets pledged as security for the exchange notes is less than the value of the claims of the holders of the exchange notes, those claims may not be satisfied in full before the claims of our unsecured creditors are paid.

Further, certain assets that are excluded from the collateral that will secure the exchange notes and the guarantees are pledged to secure other indebtedness, including the Margin Loan Facility. Consequently, our obligations under the exchange notes and the guarantees will be effectively subordinated to other indebtedness that is secured by assets not constituting collateral that will secure the exchange notes, including the Margin Loan Facility, to the extent of the value of such assets.

Even though the holders of the exchange notes will benefit from a first-priority lien on the collateral, the collateral agent under the senior secured credit facilities will initially control actions with respect to that collateral.

The rights of the holders of the exchange notes with respect to the collateral that will secure the exchange notes on a first-priority basis will be subject to the intercreditor agreement among all holders of obligations secured by that collateral on a first-priority basis, including the obligations under the senior secured credit facilities and the existing first lien notes. Under the intercreditor agreement, any actions that may be taken with respect to such collateral, including the ability to cause the commencement of enforcement proceedings against such collateral, to control such proceedings and to approve amendments to releases of such collateral from the lien of documents relating to such collateral, will be at the exclusive direction of the collateral agent under the senior secured credit facilities until the earlier of (1) the date on which our obligations under the senior secured credit facilities (or any refinancing indebtedness in respect thereof) are no longer secured or (2) 90 days after the occurrence of an event of default under any agreement governing first lien debt other than the senior secured credit facilities (including the indentures governing the existing first lien notes and the indenture that will govern the exchange notes) that is continuing, if the authorized representative of the holders of such debt represent the largest outstanding principal amount of indebtedness secured by a first-priority lien on the collateral (including the senior secured credit facilities) and such authorized representative has complied with the applicable notice

provisions so long as the collateral agent under the senior secured credit facilities has not commenced the exercise of remedies with respect to collateral.

At any time that the collateral agent under the senior secured credit facilities does not have the right to direct the actions with respect to the collateral securing the exchange notes offered hereby pursuant to the intercreditor agreement, the right to direct such actions will pass to the authorized representative of holders of the then largest outstanding principal amount of indebtedness secured by a first lien on the collateral. If we have, at such time, outstanding indebtedness that is equal in priority to the lien securing the exchange notes in a greater principal amount than the aggregate principal amount of the exchange notes offered hereby, then the authorized representative for such indebtedness would be next in line to exercise rights under the intercreditor agreement, rather than the collateral agent for the exchange notes offered hereby. To the extent the existing first lien notes remain outstanding in a greater principal amount than the exchange notes offered hereby following the exchange offer, the authorized representative for the existing first lien notes, and not the collateral agent for the exchange notes offered hereby, will be the next in line to exercise rights under the intercreditor agreement. Accordingly, the collateral agent may never have the right to control remedies and take other actions with respect to the collateral.

Also, under the intercreditor agreement, in the event that the holders of the exchange notes obtain possession of any collateral or realize any proceeds or payment in respect of any such collateral at any time prior to the discharge of each of the other first-priority obligations, then such holders will be obligated to hold such collateral, proceeds, or payment in trust for the other holders of first-priority obligations and promptly transfer such collateral, proceeds, or payment, as the case may be, to the controlling collateral agent, to be distributed in accordance with the provisions of the intercreditor agreement among all the holders of first-priority obligations.

There are circumstances, other than the repayment or discharge of the exchange notes, under which the collateral that will secure the exchange notes and the guarantees will be released, without the consent of holders of the exchange notes or the consent of the collateral agent for the exchange notes, and holders of the exchange notes may not realize any payment upon the release of such collateral.

Under various circumstances, the collateral that will secure the exchange notes of a series and the related guarantees will be released, including:

Such release of the collateral will not require the consent of holders of the exchange notes or the consent of the collateral agent for the exchange notes. The aggregate value of the collateral that will secure the exchange notes will be reduced to the extent of the value of the released collateral. The value of any released collateral could be significant and there can be no assurance that the value of the remaining collateral (if any) would be sufficient to satisfy allobligations owed by us to holders of the exchange notes and the holders of any additional secured indebtedness that ranks pari passu with the exchange notes with respect to such remaining collateral, including the lenders under the senior secured credit facilities and the existing first lien notes. Upon the

occurrence of any Release Event described above, we expect that all of the collateral that will secure the exchange notes will be released and as a result, holders of the exchange notes will no longer have a secured claim on any of our assets (even if we are later required to cause certain non-guarantors to provide a guarantee pursuant to a spring-back provision).

Pledges of equity interests of certain of our foreign subsidiaries may not constitute collateral for the repayment of the exchange notes because such pledges may not be perfected pursuant to foreign law pledge documents.

Part of the security for the repayment of the exchange notes may consist of a pledge of up to 65% of the voting capital stock of direct foreign subsidiaries owned by us or our subsidiary guarantors. Although such pledges of capital stock will be required to be granted under U.S. security documents, it may be necessary or desirable to perfect such pledges under foreign law pledge documents. We will not be required to provide such foreign law pledge documents. Unless and until such pledges of equity interests are properly perfected, they may not constitute collateral for the repayment of the exchange notes.

Certain laws and regulations may impose restrictions or limitations on foreclosure.

The Issuers’ obligations under the exchange notes and the guarantors’ obligations under the guarantees are secured only by the collateral described in this prospectus. The collateral agent’s ability to foreclose on the collateral on behalf of holders of the exchange notes may be subject to perfection, priority issues, state law requirements, applicable bankruptcy law, and practical problems associated with the realization of the collateral agent’s security interest or lien in the collateral, including cure rights, foreclosing on the collateral within the time periods permitted by third parties or prescribed by laws, obtaining third party consents, making additional filings, statutory rights of redemption and the effect of the order of foreclosure. There can be no assurance that the consents of any third parties and approvals by governmental entities will be given when required to facilitate a foreclosure on such assets or that foreclosure on the collateral will be sufficient to make all payments on the exchange notes.

State law may limit the ability of the collateral agent for the holders of the exchange notes to foreclose on the real property and improvements included in the collateral.

The exchange notes will be secured by, among other things, liens on owned real property and improvements located in several states. The laws of these states may limit the ability of the trustee and the holders of the exchange notes to foreclose on the improved real property collateral located in that state. Applicable state laws may impose procedural requirements for foreclosure different from and necessitating a longer time period for completion than the requirements for foreclosure of security interests in personal property. Debtors may have the right to reinstate defaulted debt (even it is has been accelerated) before the foreclosure date by paying the past due amounts and a right of redemption after foreclosure. Governing laws may also impose security first and one form of action rules which can affect the ability to foreclose or the timing of foreclosure on real and personal property collateral regardless of the location of the collateral and may limit the right to recover a deficiency following a foreclosure.

The holders of the exchange notes and the trustee also may be limited in their ability to enforce a breach of the lien covenant. Some decisions of state courts have placed limits on a lender’s ability to accelerate debt secured by real property upon breach of covenants prohibiting the creation of certain junior liens or leasehold estates, and a lender may need to demonstrate that enforcement is reasonably necessary to protect against impairment of the lender’s security or to protect against an increased risk of default. Although the foregoing court decisions may have been preempted, at least in part, by certain federal laws, the scope of such preemption, if any, is uncertain. Accordingly, a court could prevent the trustee and the holders of the exchange notes from declaring an event of default and accelerating the exchange notes by reason of a breach of this covenant, which could have a material adverse effect on the ability of holders to enforce the covenant.

We do not currently have, nor do we expect to grant at the time of the issuance of the exchange notes, any mortgages on our owned real properties that constitute collateral. There will be no title insurance policies issued insuring any mortgage liens in favor of the holders of the exchange notes at the time of issuance of the exchange notes, and land surveys will not be obtained at such time.

We do not expect to grant mortgages on any properties to secure the exchange notes at the time of the issuance of the exchange notes. As such, mortgagee title insurance policies will not be issued at the time of issuance of the exchange notes to insure, among other things, loss resulting from the entity represented by us to be the fee owner thereof not holding valid title to the properties or such interest being encumbered by unpermitted liens. We expect that such mortgage title insurance policies will be in place only at such time as a property is mortgaged to secure the exchange notes, to the extent applicable in the relevant jurisdiction. There will be no independent assurance prior to issuance of the exchange notes, in respect of properties we may mortgage in the future, that we hold the real property interests we represent we hold or that we may mortgage such interests, or that there will be no lien encumbering such real property interests other than those permitted by the indenture that will govern the exchange notes.

Moreover, land surveys will not be completed at the time of the issuance of the exchange notes. As a result, there is no independent assurance that, among other things, no encroachments, adverse possession claims, zoning or other restricts exist with respect to any properties that may be mortgaged in the future, which could result in a material adverse effect on the value or utility of such properties.

The title insurance process and surveys could reveal certain issues that we will not be able to resolve. If we are unable to resolve any issues raised by the surveys or that are otherwise raised in connection with obtaining the mortgage title insurance policies, any future mortgages and title insurance policies will be subject to such issues. Such issues could have a significant impact on the value of the collateral or any recovery under the title insurance policies. If we are unable to obtain any mortgage or title insurance policy on any of the real property that are pledged in the future as collateral for the exchange notes and the guarantees, the value of the collateral securing the exchange notes and the guarantees will be significantly reduced.

Any future pledge of collateral in favor of the collateral agent for the exchange notes for its benefit and for the benefit of the trustee and the holders of the exchange notes, including pursuant to any mortgages, which we are not required to deliver to the collateral agent for the exchange notes until a specified period of time (which could be in excess of 90 days) following the closing of the Offering, could be avoidable in bankruptcy. If we or any guarantor were to become subject to a bankruptcy proceeding after the issue date of the exchange notes, any mortgage or security interest in other collateral delivered after the issue date of the exchange notes would face a greater risk than security interests in place on the issue date of being avoided by the pledgor (as debtor in possession) or by its trustee in bankruptcy as a preference under bankruptcy law or otherwise if certain events or circumstances exist or occur, including if the pledgor is insolvent at the time of the pledge, the pledge permits the holders of the exchange notes to receive a greater recovery than if the pledge had not been given and a bankruptcy proceeding in respect of the pledgor is commenced within 90 days following the pledge, or, in certain circumstances, a longer period. To the extent that the grant of any such mortgage or other security interest is avoided as a preference, you would lose the benefit of such mortgage or security interest.

Rights of holders of the exchange notes in the collateral may be adversely affected by bankruptcy proceedings.

The right of the collateral agent for the exchange notes to repossess and dispose of the collateral that will secure the exchange notes and the guarantees upon acceleration of the payment thereof is likely to be significantly impaired by, and at a minimum delayed by, federal bankruptcy law if bankruptcy proceedings are commenced by or against us or certain of our domestic subsidiaries that will provide security for the exchange notes or guarantees prior to, or possibly even after, any collateral agent has repossessed and disposed of the collateral. Under the U.S. Bankruptcy Code, a secured creditor, such as the collateral agent for the exchange notes, is prohibited from repossessing its security from a debtor in a bankruptcy case, or from disposing of security repossessed from a debtor, without prior bankruptcy court approval (which may not be given under the circumstances). Moreover, bankruptcy law permits the debtor to continue to retain and use collateral, and the

proceeds, products, rents or profits of the collateral, even though the debtor is in default under the applicable debt instruments, provided that the secured creditor is given “adequate protection.” The meaning of the term “adequate protection” may vary according to the circumstances, but it is intended in general to protect the value of the secured creditor’s interest in the collateral and may include cash payments or the granting of additional or replacement security, if and at such time as the court in its discretion determines, for any diminution in the value of the collateral as a result of the stay of repossession or disposition or any use of the collateral by the debtor during the pendency of the bankruptcy case. A bankruptcy court may determine that a secured creditor may not require compensation for a diminution in the value of its collateral if the value of the collateral exceeds the debt it secures. In view of both the lack of a precise definition of the term “adequate protection” under the U.S. Bankruptcy Code and the broad discretionary powers of a bankruptcy court, it is impossible to predict whether or when payments under the exchange notes could be made following commencement of a bankruptcy case or the length of the delay in making any such payments, whether or when the collateral agent could or would repossess or dispose of the collateral, or whether or to what extent or in what form holders of the exchange notes would be compensated for any delay in payment or loss of value of the collateral through the requirements of “adequate protection.”

Furthermore, any disposition of the collateral during a bankruptcy case outside of the ordinary course of our business would also require approval from the bankruptcy court (which also may not be given under the circumstances). In the event the bankruptcy court determines that the value of the collateral is not sufficient to repay all amounts due on the exchange notes and our other first-priority obligations, the holders of the exchange notes would have “undersecured claims” as to the difference. Federal bankruptcy laws do not permit the payment or accrual of interest, expenses, costs and attorneys’ fees for “undersecured claims” during the debtor’s bankruptcy case. As a result, bankruptcy laws may act to limit the ability of holders of the exchange notes to realize upon the collateral and to limit their ability to receive post-bankruptcy interest, fees or expenses or “adequate protection” with respect to any unsecured portion of the exchange notes.

In addition, the intercreditor agreement will impose certain limitations on the ability of the holders of the exchange notes to object to a proposed debtor-in-possession financing unless the authorized agent for the lenders under the senior secured credit facilities opposes or objects thereto.

In the event of a bankruptcy of either of the issuers or any of our guarantors, holders of the exchange notes may be deemed to have an unsecured claim to the extent that the issuers’ obligations in respect of the exchange notes exceed the fair market value of the collateral that will secure the exchange notes and the guarantees.

In any bankruptcy proceeding with respect to either of the issuers or any of our guarantors, it is possible that the bankruptcy trustee, the debtor-in-possession or competing creditors will assert that the fair market value of the collateral (if any) with respect to the exchange notes on the date of the bankruptcy filing was less than the then-current principal amount of the exchange notes. Upon a finding by the bankruptcy court that the exchange notes are under-collateralized, the claims in the bankruptcy proceeding with respect to the exchange notes would be bifurcated between a secured claim and an unsecured claim, and the unsecured claim would not be entitled to the benefits of security in the collateral. In such event, the secured claims of the holders of the exchange notes would be limited to the value of the collateral.

Other consequences of a finding of under-collateralization would be, among other things, a lack of entitlement on the part of the holders of the exchange notes to receive post-petition interest, fees and expenses and a lack of entitlement on the part of the unsecured portion of the exchange to receive other “adequate protection” under federal bankruptcy laws, as discussed above. In addition, if any payments of post-petition interest had been made at the time of such a finding of under-collateralization, those payments could be recharacterized by the bankruptcy court as a reduction of the principal amount of the secured claim with respect to the exchange notes.

Any future pledge of collateral or guarantee might be avoidable by a trustee in bankruptcy.

Any security interests or guarantees issued after the issue date of the exchange notes may be treated under bankruptcy law as if they were delivered to secure or guarantee previously existing indebtedness. Accordingly, any future pledge of collateral or future issuance of a guarantee in favor of the holders of the exchange notes, including pursuant to security documents or guarantees delivered in connection therewith after the date the exchange notes are issued, may be avoidable as a preference or otherwise if, among other circumstances, (i) the pledgor or guarantor is insolvent at the time of the pledge or the issuance of the guarantee, (ii) the pledge or the issuance of the guarantee permits the holders of the exchange notes to receive a greater recovery in a hypothetical Chapter 7 case than if the pledge or guarantee had not been given, and (iii) a bankruptcy case in respect of the pledgor or guarantor is commenced within 90 days following the pledge or the perfection thereof or the issuance of the guarantee (as applicable), or, in certain circumstances, a longer period. Accordingly, if the issuers or any guarantor were to file for bankruptcy protection after the issue date of the exchange notes and (1) any liens not granted on the issue date of the exchange notes had been perfected, or (2) any guarantees not issued on the issue date of the exchange notes (as applicable) had been issued, less than 90 days before commencement of such bankruptcy case, such liens or guarantees are more likely to be avoided as a preference by the bankruptcy court than if delivered and promptly recorded on the issue date of the exchange notes (even if the liens perfected or other guarantees issued on the issue date of the exchange notes would no longer be subject to such risk). To the extent that the grant of any such mortgage or other security interest and/or guarantee is avoided as a preference or otherwise, holders of the exchange notes would lose the benefit of the mortgage or security interest and/or guarantee (as applicable).

Rights of holders of the exchange notes in the collateral may be adversely affected by the failure to perfect the security interests.

The collateral securing the exchange notes and the guarantees will include substantially all of our and the guarantors’ tangible and intangible assets that secure our indebtedness under the senior secured credit facilities, whether now owned or acquired or arising in the future. Applicable law requires that a security interest in certain tangible and intangible assets can only be properly perfected and its priority retained through certain actions undertaken by or on behalf of the secured party. The liens on the collateral that will secure the exchange notes may not be perfected if we are not able to take the actions necessary to perfect any of these liens on or prior to the date of the issuance of the exchange notes offered hereby or thereafter. We will have limited obligations to perfect the security interest of the holders of the exchange notes in specified collateral other than the filing of financing statements.

If certain additional domestic subsidiaries are formed or acquired and become guarantors under the indenture that will govern the exchange notes, additional financing statements would be required to be filed to perfect the security interest in the assets of such guarantors. Depending on the type of the assets constituting after-acquired collateral, additional action may be required to be taken to perfect the security interest in such assets, such as the delivery of physical collateral, the execution of account control agreements or the execution and recordation of mortgages or deeds of trust. Applicable law requires that certain property and rights acquired after the grant of a general security interest can be perfected only at the time such property and rights are acquired and identified. The trustee and the collateral agent for the exchange notes will have no obligation to monitor, and there can be no assurances that we will inform the trustee or the collateral agent of, the future acquisition of property and rights that constitute collateral, and there can be no assurances that the necessary action will be taken to properly perfect the security interest in such after-acquired collateral. The collateral agent for the exchange notes and the collateral agent for the senior secured credit facilities will have no obligation to monitor the acquisition of additional property or rights that constitute collateral or the perfection of any security interests therein. Such inaction may result in the loss of the security interest in such collateral or the priority of the security interest in favor of the exchange notes and the guarantees against third parties.

In addition, even if the liens of the collateral agent for the exchange notes are properly perfected on collateral acquired in the future, such liens may (as described further herein) potentially be avoidable as a

preference or otherwise in any bankruptcy case under certain circumstances. See “—Any future pledge of collateral or guarantee might be avoidable by a trustee in bankruptcy.”

The collateral is subject to casualty risks.

We intend to maintain insurance or otherwise insure against hazards in a manner appropriate and customary for our business. There are, however, certain losses that may be either uninsurable or not economically insurable, in whole or in part. Insurance proceeds may not compensate us fully for our losses. If there is a complete or partial loss of any of the pledged collateral, the insurance proceeds may not be sufficient to satisfy all of the secured obligations, including the exchange notes and the guarantees.

Federal and state environmental laws may decrease the value of the collateral that will secure the exchange notes and guarantees and may result in holders of the exchange notes being liable for environmental cleanup costs at our facilities.

The exchange notes and guarantees will be secured by liens on real property that may be subject to both known and unforeseen environmental risks, and these risks may reduce or eliminate the value of the real property pledged as collateral for the exchange notes or adversely affect our ability to repay the exchange notes.

Moreover, under some federal and state environmental laws, a secured lender may in some situations become subject to its borrower’s environmental liabilities, including liabilities arising out of contamination at or from the borrower’s properties. Such liability can arise before foreclosure, if the secured lender becomes sufficiently involved in the management of the affected facility. Similarly, when a secured lender forecloses and takes title to a contaminated facility or property, the lender could in some circumstances become subject to such liabilities. Consequently, the collateral agent and the trustee for the exchange notes may decline to foreclose on such collateral or exercise remedies available in respect thereof if they do not receive indemnification to their satisfaction from the holders of the exchange notes. Cleanup costs could become a liability of the collateral agent and holders of the exchange notes could be required to help repay those cleanup costs, which could be greater than the value of the underlying property and the principal amount of the exchange notes. In addition, to the extent a holder of exchange notes elects (where possible) to act directly to pursue a remedy rather than acting through the trustee, such holder could also become subject to the risks of the collateral agent and the trustee discussed above.

SUMMARIZED FINANCIAL INFORMATION

See “Prospectus Summary—Summary Historical Consolidated Financial Data—Summarized Financial Information” for information regarding summarized financial information of the Obligor Group and the Affiliate Group on a combined basis.

CAPITALIZATION

The following table sets forth our cash and cash equivalents and total capitalization as of January 29, 2021:

May 5, 2023. You should read this table in conjunction with “Prospectus Summary—Summary Historical Financial Data” included elsewhere in this prospectus, “Management’s Discussion and Analysis of Financial Condition and Results ofOperations” incorporated by reference in this prospectus as well as our audited consolidated financial statements and related notes thereto that are also incorporated by reference in this prospectus from our AnnualQuarterly Report on Form 10-K for the fiscal yearthree months ended January 29, 2021.May 5, 2023.