[144] Dell Technologies Inc. SEC Filing

Rhea-AI Filing Summary

The Form 144 filing covers a proposed sale of 122 shares of Dell Technologies Inc. (Class C common stock) by Silver Lake–affiliated funds, to be executed through Merrill Lynch on or about 24 June 2025. The shares have an aggregate market value of $14,563.14, implying a reference price of roughly $119.4 per share. Dell reports 339.7 million Class C shares outstanding, so the contemplated trade represents less than 0.001 % of the class.

The filing also discloses prior open-market sales during 9-12 June 2025 by the same Silver Lake entities, totaling approximately 1.3 million Class C shares for gross proceeds of about $148 million. Although these historical sales are not part of the new notice, Rule 144 requires their aggregation for disclosure purposes.

The shares being sold were received via “pro rata in-kind distributions” from affiliates after converting Class B shares originally acquired in 2019 or earlier. No non-cash consideration is indicated beyond the stated distribution mechanism, and the filer certifies that it possesses no undisclosed material adverse information about Dell.

Key takeaways for investors are: (1) Silver Lake continues to pare its long-standing stake in Dell, (2) the new 122-share notice is economically immaterial but indicates ongoing selling activity, and (3) the cumulative June transactions equate to roughly 0.4 % of Dell’s outstanding Class C float, adding limited but visible secondary-supply pressure.

Positive

• None.

Negative

• ~1.3 million Dell Class C shares were sold between 9-12 June 2025 for roughly $148 million, adding modest secondary-supply pressure
• Ongoing sales by Silver Lake, a long-time strategic holder, may signal continued stake reduction and potential overhang

Insights

Equity Market Analyst

TL;DR – Silver Lake’s June sales (~1.3 M shares) are modestly dilutive; today’s 122-share notice is immaterial but shows continued disposition.

The Form 144 primarily serves a procedural purpose, yet the Rule 144 table reveals a broader pattern: Silver Lake off-loaded ~1.3 million Class C shares between 9-12 June 2025 for ~$148 million, or ~0.4 % of Dell’s shares outstanding. While this selling volume is far below Dell’s average daily volume, it signals a gradual exit by a major sponsor. The new 122-share planned sale is inconsequential in size and should have no direct price impact. Still, investors may view the cumulative activity as a modest overhang, especially if further filings follow. No operational or fundamental data about Dell are provided; therefore, the filing is valuation-neutral but supply-negative.

Corporate Governance Specialist

TL;DR – Filing highlights insider compliance; no undisclosed adverse info claimed.

Silver Lake’s adherence to Rule 144 procedures demonstrates governance discipline: the filer certifies absence of undisclosed material information and discloses prior three-month sales as required. The fractional size of the new sale suggests administrative cleanup rather than a strategic block. The conversion from Class B to Class C and subsequent in-kind distributions are routine for private-equity sponsors exiting a position. From a governance perspective, transparency is adequate, and no red flags emerge beyond the expected sponsor divestment cycle.

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	122	14563.14	339719010	06/24/2025	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	01/10/2025	Acquired in a series of pro rata in-kind distributions from affiliates, which shares were acquired upon conversion of Class B Common Stock of the Issuer, which Class B Common Stock was acquired in 2019 or earlier.	SLTA SPV-2, L.P.			59	01/10/2025	See "Nature of Acquisition"
Class C Common Stock	06/13/2025	Acquired in a series of pro rata in-kind distributions from affiliates, which shares were acquired upon conversion of Class B Common Stock of the Issuer, which Class B Common Stock was acquired in 2019 or earlier.	SLTA SPV-2, L.P.			63	06/13/2025	See "Nature of Acquisition"

* 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

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 Dell (DELL) shares are covered by this Form 144?

122 Class C common shares are proposed for sale under the notice.

When is the proposed sale date for the 122 Dell shares?

The filer lists an approximate sale date of 24 June 2025.

Who is selling the Dell shares disclosed in the Form 144?

Affiliates of Silver Lake Partners, including SPV and fund entities, are the sellers.

How many Dell shares did Silver Lake sell in the past three months?

The filing reports ~1.3 million Class C shares sold between 9-12 June 2025.

What is the aggregate market value of the shares now proposed for sale?

The 122 shares have an aggregate market value of $14,563.14.

What percentage of Dell’s outstanding Class C shares does the June selling represent?

Approximately 0.4 % of the 339.7 million shares outstanding.