[144] Dell Technologies Inc. SEC Filing

Rhea-AI Filing Summary

Form 4/A overview: Clover Health Investments Corp. (ticker: CLOV) filed an amended Form 4 covering CEO Conrad Wai’s recent equity transactions.

• Equity grant: On 09/13/2024, Wai earned 379,866 restricted stock units (RSUs) linked to a performance-based award granted 10/31/2023. Half (189,933 shares) vested and settled the same day at $0 cost; the remaining half will vest on 10/31/2025, subject to continued employment.
• Share sale: On 07/08/2025, Wai sold 15,203 Class A shares under a Rule 10b5-1 trading plan adopted 03/03/2025. The weighted-average sale price was $3.26 with trades executed between $3.25 and $3.27.
• Post-transaction holdings: After these activities, Wai directly owns 1,699,767 Class A shares and indirectly (via family trust) 1,613,498 shares.
• Purpose of amendment: The filing corrects the total number of RSUs achieved in the October 2023 performance grant.

No derivative securities were reported, and all transactions were executed either at no cost (RSU settlement) or under a pre-established 10b5-1 plan. The filing bears Wai’s signature via attorney-in-fact dated 07/10/2025.

Positive

• Transparent correction of previously understated RSU achievement improves disclosure accuracy.
• Insider’s use of a pre-arranged Rule 10b5-1 plan demonstrates adherence to best-practice trading protocols.

Negative

• Issuance of 379,866 new shares via RSU settlement adds slight shareholder dilution.
• Even though small, insider sale of 15,203 shares may be perceived negatively by some investors.

Insights

Securities Analyst

TL;DR: Routine RSU vesting; modest insider sale; limited market impact.

The amendment clarifies that 379,866 RSUs were earned—double the previously recorded amount—but only half became tradeable in 2024. Even assuming a $3.26 price, the vested portion (~$0.6 million) is modest relative to Clover Health’s float. The 15,203-share sale represents less than 0.01% of shares outstanding and was executed under a 10b5-1 plan, mitigating signaling concerns. Direct ownership remains sizeable at ~1.7 million shares, indicating continued alignment with shareholders. Overall, the disclosure is routine housekeeping with negligible dilution and immaterial insider selling pressure.

Corporate Governance Expert

TL;DR: Accurate reporting and use of 10b5-1 plan reflect good governance; impact neutral.

The amendment corrects prior under-reporting of earned RSUs, enhancing transparency. RSU structure ties compensation to performance and retention (final vesting 10/31/2025). The 10b5-1 plan adopted months in advance shields the executive and the firm from trading-timing criticism. The limited size of the sale versus total ownership supports a long-term commitment. No red flags arise from the filing.

Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK
Filer CCC
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer

SEC File Number

Address of Issuer

Phone

Name of Person for Whose Account the Securities are To Be Sold

See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.

Relationship to Issuer

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
Class C Common Stock	Merrill Lynch, Pierce, Fenner & Smith Inc 555 California Street 18th Floor San Francisco CA 94104	216862	27461235.06	339719010	07/10/2025	NYSE

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
Class C Common Stock	07/10/2025	Acquired upon Conversion of Class B Common Stock of the Issuer, which Class B Common Stock was acquired in 2019.	Issuer			216862	07/10/2025	Conversion of Class B Common Stock

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Name and Address of Seller	Title of Securities Sold	Date of Sale	Amount of Securities Sold	Gross Proceeds
Silver Lake Partners IV, L.P. c/o Silver Lake 2775 Sand Hill Road Suite 100 Menlo Park CA 94025	Class C Common Stock	06/09/2025	186653	21462064.67
Silver Lake Partners V DE (AIV), L.P. c/o Silver Lake 2775 Sand Hill Road Suite 100 Menlo Park CA 94025	Class C Common Stock	06/09/2025	96508	11096853.18
SL SPV-2, L.P. c/o Silver Lake 2775 Sand Hill Road Suite 100 Menlo Park CA 94025	Class C Common Stock	06/09/2025	165014	18973930.98
Silver Lake Technology Investors IV, L.P. c/o Silver Lake 2775 Sand Hill Road Suite 100 Menlo Park CA 94025	Class C Common Stock	06/09/2025	3546	407732.43
Silver Lake Technology Investors V, L.P. c/o Silver Lake 2775 Sand Hill Road Suite 100 Menlo Park CA 94025	Class C Common Stock	06/09/2025	1599	183859.04
Silver Lake Partners IV, L.P. c/o Silver Lake 2775 Sand Hill Road Suite 100 Menlo Park CA 94025	Class C Common Stock	06/10/2025	128461	14643699.22
Silver Lake Partners V DE (AIV), L.P. c/o Silver Lake 2775 Sand Hill Road Suite 100 Menlo Park CA 94025	Class C Common Stock	06/10/2025	66441	7573831.9
SL SPV-2, L.P. c/o Silver Lake 2775 Sand Hill Road Suite 100 Menlo Park CA 94025	Class C Common Stock	06/10/2025	112329	12804758.56
Silver Lake Technology Investors IV, L.P. c/o Silver Lake 2775 Sand Hill Road Suite 100 Menlo Park CA 94025	Class C Common Stock	06/10/2025	2440	278143.76
Silver Lake Technology Investors V, L.P. c/o Silver Lake 2775 Sand Hill Road Suite 100 Menlo Park CA 94025	Class C Common Stock	06/10/2025	1100	125392.68
Silver Lake Partners IV, L.P. c/o Silver Lake 2775 Sand Hill Road Suite 100 Menlo Park CA 94025	Class C Common Stock	06/11/2025	3612	412207.56
Silver Lake Partners V DE (AIV), L.P. c/o Silver Lake 2775 Sand Hill Road Suite 100 Menlo Park CA 94025	Class C Common Stock	06/11/2025	1863	212608.71
SL SPV-2, L.P. c/o Silver Lake 2775 Sand Hill Road Suite 100 Menlo Park CA 94025	Class C Common Stock	06/11/2025	3148	359255.09
Silver Lake Technology Investors IV, L.P. c/o Silver Lake 2775 Sand Hill Road Suite 100 Menlo Park CA 94025	Class C Common Stock	06/11/2025	68	7760.28
Silver Lake Technology Investors V, L.P. c/o Silver Lake 2775 Sand Hill Road Suite 100 Menlo Park CA 94025	Class C Common Stock	06/11/2025	31	3537.77
Silver Lake Partners IV, L.P. c/o Silver Lake 2775 Sand Hill Road Suite 100 Menlo Park CA 94025	Class C Common Stock	06/12/2025	217853	24580353.99
Silver Lake Partners V DE (AIV), L.P. c/o Silver Lake 2775 Sand Hill Road Suite 100 Menlo Park CA 94025	Class C Common Stock	06/12/2025	112729	12719213.07
SL SPV-2, L.P. c/o Silver Lake 2775 Sand Hill Road Suite 100 Menlo Park CA 94025	Class C Common Stock	06/12/2025	190601	21505510.83
Silver Lake Technology Investors IV, L.P. c/o Silver Lake 2775 Sand Hill Road Suite 100 Menlo Park CA 94025	Class C Common Stock	06/12/2025	4138	466890.54
Silver Lake Technology Investors V, L.P. c/o Silver Lake 2775 Sand Hill Road Suite 100 Menlo Park, CA 94025	Class C Common Stock	06/12/2025	1866	210540.78
Silver Lake Group, L.L.C c/o Silver Lake 2775 Sand Hill Road Suite 100 Menlo Park, CA 94025	Class C Common Stock	06/24/2025	5803	698295.88
Silver Lake Management Company III, L.L.C. c/o Silver Lake 2775 Sand Hill Road Suite 100 Menlo Park, CA 94025	Class C Common Stock	06/24/2025	918	110466.24
Silver Lake Management Company IV, L.L.C. c/o Silver Lake 2775 Sand Hill Road Suite 100 Menlo Park, CA 94025	Class C Common Stock	06/24/2025	2034	244758.54
Silver Lake Management Company V, L.L.C. c/o Silver Lake 2775 Sand Hill Road Suite 100 Menlo Park, CA 94025	Class C Common Stock	06/24/2025	1804	217081.81
Silver Lake Technology Management, L.L.C. c/o Silver Lake 2775 Sand Hill Road Suite 100 Menlo Park, CA 94025	Class C Common Stock	06/24/2025	122	14680.70
Silver Lake Partners IV, L.P. c/o Silver Lake 2775 Sand Hill Road Suite 100 Menlo Park, CA 94025	Class C Common Stock	06/26/2025	257022	32435175.81
Silver Lake Partners V DE (AIV), L.P. c/o Silver Lake 2775 Sand Hill Road Suite 100 Menlo Park, CA 94025	Class C Common Stock	06/26/2025	133653	16866488.29
SL SPV-2, L.P. c/o Silver Lake 2775 Sand Hill Road Suite 100 Menlo Park, CA 94025	Class C Common Stock	06/26/2025	227169	28667843.43
Silver Lake Technology Investors IV, L.P. c/o Silver Lake 2775 Sand Hill Road Suite 100 Menlo Park, CA 94025	Class C Common Stock	06/26/2025	4932	622399.20
Silver Lake Technology Investors V, L.P. c/o Silver Lake 2775 Sand Hill Road Suite 100 Menlo Park, CA 94025	Class C Common Stock	06/26/2025	2224	280660.14

144: Remarks and Signature

Remarks

Date of Notice

ATTENTION:

The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.

Signature

ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)

FAQ

How many Clover Health (CLOV) RSUs vested for CEO Conrad Wai?

A total of 189,933 RSUs vested and settled on 09/13/2024 at zero cost.

When will the remaining RSUs for Conrad Wai vest?

The remaining 189,933 RSUs are scheduled to vest on 10/31/2025, contingent on continued employment.

What was the size and price of the July 2025 insider sale?

On 07/08/2025, Wai sold 15,203 shares at a weighted-average price of $3.26.

How many Clover Health shares does Conrad Wai own after the transactions?

He holds 1,699,767 shares directly and 1,613,498 shares indirectly through a family trust.

Why was the Form 4 amended?

The amendment reflects the full number of RSUs earned under the performance grant from 10/31/2023.