[144] Dell Technologies Inc. SEC Filing

Rhea-AI Filing Summary

Dell Technologies (DELL) Form 144 notice reports a proposed sale of 211,763 shares of Class C Common Stock to be executed through Merrill Lynch on 10/01/2025, with an aggregate market value of $30,021,640.51 and 338,646,945 shares outstanding. The filer states these shares were acquired on 10/01/2025 upon conversion of Class B Common Stock that was originally acquired in 2016. The filing also lists numerous prior Class C share sales by Silver Lake-related entities between July and September 2025, including multiple large blocks sold on 09/22/2025 and 09/18/2025. The notice includes the seller’s attestation that no undisclosed material adverse information is known.

Positive

• Clear disclosure of the proposed sale terms: 211,763 Class C shares, $30,021,640.51 aggregate market value, broker identified (Merrill Lynch).
• Origin of shares documented: conversion from Class B shares acquired in 2016, which clarifies transfer history for Rule 144 purposes.
• Comprehensive history of recent sales by Silver Lake-related entities, improving transparency about affiliated liquidity events.

Negative

• Significant affiliated selling is shown across July–September 2025, including multiple large blocks, which may increase supply of Class C shares.
• Potential investor concern from repeated large disposals by Silver Lake entities, although the filing contains no explanation of rationale.

Insights

Securities/Financial Analyst

TL;DR: Routine Rule 144 sale by a holder converting Class B into Class C; sizable disposals by affiliated Silver Lake entities were disclosed.

The filing documents a planned registered sale of 211,763 Class C shares valued at $30.0 million via Merrill Lynch on 10/01/2025, originating from a same-day conversion of previously held Class B shares (acquired in 2016). The schedule of past transactions shows active liquidation by Silver Lake-related funds across July–September 2025, with several multi-hundred-thousand-share blocks sold on specific dates. For investors, this is a disclosure of insider/affiliate liquidity rather than operating performance; it may increase free float depending on continued sales, but the filing itself contains no financial results or forward guidance.

Corporate Governance Expert

TL;DR: Disclosure meets Rule 144 requirements; large affiliated sales highlight ongoing insider/affiliate monetization.

The notice contains required attestations and describes the origin of the securities (conversion from Class B acquired in 2016). The extensive list of prior sales by Silver Lake entities demonstrates consistent monetization of holdings over July–September 2025. From a governance perspective, transparent disclosure under Rule 144 is appropriate; stakeholders may view continued affiliated selling as a governance signal about shareholder exit timing, but the form does not state intent beyond the listed transactions.

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	211763	30021640.51	338646945	10/01/2025	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	10/01/2025	Acquired upon Conversion of Class B Common Stock of the Issuer, which Class B Common Stock was acquired in 2016.	Issuer			211763	10/01/2025	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	07/10/2025	248389	31612468.03
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	07/10/2025	127897	16277451.19
SL SPV-2, L.P. c/o Silver Lake 2775 Sand Hill Road Suite 100 Menlo Park CA 94025	Class C Common Stock	07/10/2025	216862	27600026.74
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	07/10/2025	4722	600968.94
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	07/10/2025	2130	271085.10
Silver Lake Partners IV, L.P. c/o Silver Lake 2775 Sand Hill Road Suite 100 Menlo Park CA 94025	Class C Common Stock	07/15/2025	71640	9027475.11
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	07/15/2025	36912	4651342.28
SL SPV-2, L.P. c/o Silver Lake 2775 Sand Hill Road Suite 100 Menlo Park CA 94025	Class C Common Stock	07/15/2025	62574	7885053.43
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	07/15/2025	1362	171627.88
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	07/15/2025	614	77371.16
Silver Lake Partners IV, L.P. c/o Silver Lake 2775 Sand Hill Road Suite 100 Menlo Park CA 94025	Class C Common Stock	07/16/2025	1616	202469.57
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	07/16/2025	832	104241.76
SL SPV-2, L.P. c/o Silver Lake 2775 Sand Hill Road Suite 100 Menlo Park CA 94025	Class C Common Stock	07/16/2025	1407	176283.84
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	07/16/2025	31	3884.01
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	07/16/2025	14	1754.07
Silver Lake Group, L.L.C. c/o Silver Lake 2775 Sand Hill Road Suite 100 Menlo Park CA 94025	Class C Common Stock	07/17/2025	3262	402846.32
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	07/17/2025	509	62859.83
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	07/17/2025	1170	144491.17
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	07/17/2025	1076	132882.48
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	07/17/2025	69	8521.27
Durban Family Foundation c/o Silver Lake 2775 Sand Hill Road Suite 100 Menlo Park CA 94025	Class C Common Stock	07/17/2025	60000	7417644.00
Silver Lake Partners IV, L.P. c/o Silver Lake 2775 Sand Hill Road Suite 100 Menlo Park CA 94025	Class C Common Stock	09/15/2025	249260	31654726.16
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	09/15/2025	128377	16303212.63
SL SPV-2, L.P. c/o Silver Lake 2775 Sand Hill Road Suite 100 Menlo Park CA 94025	Class C Common Stock	09/15/2025	215487	27365730.46
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	09/15/2025	4739	601828.40
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	09/15/2025	2137	271387.91
Silver Lake Partners IV, L.P. c/o Silver Lake 2775 Sand Hill Road Suite 100 Menlo Park CA 94025	Class C Common Stock	09/17/2025	234803	30622590.25
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	09/17/2025	120805	15755173.55
SL SPV-2, L.P. c/o Silver Lake 2775 Sand Hill Road Suite 100 Menlo Park CA 94025	Class C Common Stock	09/17/2025	202914	26463683.50
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	09/17/2025	4465	582317.37
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	09/17/2025	2013	262531.88
Silver Lake Partners IV, L.P. c/o Silver Lake 2775 Sand Hill Road Suite 100 Menlo Park CA 94025	Class C Common Stock	09/18/2025	234855	31076221.68
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	09/18/2025	120761	15979202.51
SL SPV-2, L.P. c/o Silver Lake 2775 Sand Hill Road Suite 100 Menlo Park CA 94025	Class C Common Stock	09/18/2025	202905	26848569.37
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	09/18/2025	4465	590812.76
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	09/18/2025	2014	266494.26
Silver Lake Partners IV, L.P. c/o Silver Lake 2775 Sand Hill Road Suite 100 Menlo Park CA 94025	Class C Common Stock	09/19/2025	132258	17569232.87
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	09/19/2025	68000	9033161.21
SL SPV-2, L.P. c/o Silver Lake 2775 Sand Hill Road Suite 100 Menlo Park CA 94025	Class C Common Stock	09/19/2025	114263	15178766.16
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	09/19/2025	2516	334226.96
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	09/19/2025	1134	150641.25
Silver Lake Partners IV, L.P. c/o Silver Lake 2775 Sand Hill Road Suite 100 Menlo Park CA 94025	Class C Common Stock	09/22/2025	343038	46644308.70
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	09/22/2025	176219	23961232.97
SL SPV-2, L.P. c/o Silver Lake 2775 Sand Hill Road Suite 100 Menlo Park CA 94025	Class C Common Stock	09/22/2025	296277	40286020.35
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	09/22/2025	6524	887095.51
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	09/22/2025	2942	400036.02
Silver Lake Group, L.L.C. c/o Silver Lake 2775 Sand Hill Road Suite 100 Menlo Park CA 94025	Class C Common Stock	09/25/2025	6701	875306.73
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	09/25/2025	1035	135195.12
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	09/25/2025	2365	308924.10
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	09/25/2025	2239	292465.57
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	09/25/2025	141	18417.89

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 shares does the DELL Form 144 propose to sell?

The filing proposes sale of 211,763 Class C Common Stock shares through Merrill Lynch on 10/01/2025.

What is the aggregate market value of the proposed sale in the filing?

The aggregate market value reported is $30,021,640.51.

How were the shares being sold acquired according to the filing?

The shares were acquired upon conversion of Class B Common Stock, with the Class B originally acquired in 2016.

Does the filing show prior related sales?

Yes. The filing lists numerous prior Class C share sales by Silver Lake-related entities between July and September 2025, including large blocks on specific dates.

Which broker is handling the proposed sale?

The broker listed is Merrill Lynch, Pierce, Fenner & Smith Inc. (San Francisco address provided).