[144] Dell Technologies Inc. SEC Filing

Rhea-AI Filing Summary

Dell Technologies (DELL) filed a Form 144 notifying a proposed sale of 2,723,538 Class C shares with an aggregate market value of $424,735,751, scheduled approximately on 10/10/2025 on the NYSE. The filing shows the shares were acquired as gifts to a private foundation from Michael S. Dell on 12/09/2024, 10/01/2025, and 10/02/2025 totaling the disclosed units. The filer reports no securities sold in the past three months and represents no undisclosed material adverse information. The notified block represents about 0.81% of outstanding Class C shares based on the reported 336,904,619 shares outstanding.

Positive

• Transparent disclosure of a large proposed sale with acquisition dates and broker details
• No securities sold in past three months by the selling person, per the filing

Negative

• Large block proposed for sale: 2,723,538 shares worth $424,735,751
• Insider-originated shares (gifts from Michael S. Dell) could be viewed negatively by some investors

Insights

Insider Transaction Analyst

TL;DR: Large insider-originated gift sale disclosed; market impact likely limited.

The notice reports a proposed sale of $424,735,751 in Class C stock representing roughly 0.81% of the reported outstanding shares. Sales originated from gifts by Michael S. Dell to a private foundation on specific dates in 2024 and 2025, and the filing follows Rule 144 disclosure requirements.

Price pressure risk is present when large blocks trade, but the disclosed size—under 1% of outstanding shares—suggests any market impact is likely constrained absent concentrative trading or off-market block transactions. Watch trading around 10/10/2025 and any additional Form 4/Form 144 filings that aggregate further related-party sales within the same window.

Compliance & Governance Specialist

TL;DR: Filing signals procedural compliance and absence of recent related sales.

The submission includes acquisition details showing the shares were received as gifts to a private foundation and states there were no sales in the past three months by the selling person. The signature representation affirms no undisclosed material adverse information at the time of notice.

Material compliance items to note: the form documents the broker and exchange (Merrill Lynch, NYSE) and lists precise acquisition dates; investors should monitor whether a 10b5-1 trading plan is later disclosed or whether subsequent filings indicate executed sales against this notice.

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	Merrill Lynch One Bryant Park 28th Floor New York NY 10036	2723538	424735751	336904619	10/10/2025	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	12/09/2024	Acquired as a gift to private foundation	Michael S Dell		01/02/1998	423538	12/09/2024	None
Class C	10/01/2025	Acquired as a gift to private foundation	Michael S Dell		01/02/1998	1150000	10/01/2025	None
Class C	10/02/2025	Acquired as a gift to private foundation	Michael S Dell		01/02/1998	1150000	10/02/2025	None

* 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

Nothing to Report

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

What did the DELL Form 144 disclose?

The filing disclosed a proposed sale of 2,723,538 Class C shares with an aggregate market value of $424,735,751, to be sold around 10/10/2025 on the NYSE.

Who acquired the shares being sold in the DELL Form 144?

The shares were recorded as acquired as gifts to a private foundation from Michael S. Dell on 12/09/2024, 10/01/2025, and 10/02/2025.

How large is the proposed sale relative to outstanding DELL shares?

The proposed sale equals about 0.81% of the reported 336,904,619 outstanding Class C shares.

Was there any sale by the seller in the past three months?

The Form 144 reports "Nothing to Report" for securities sold during the past three months by the selling person.

Which broker and exchange are listed for the DELL sale?

The broker listed is Merrill Lynch One Bryant Park and the exchange listed is the NYSE.