Dell founder affiliate files to sell Class C shares

Dell Technologies — proposed sale of Class C shares by an affiliate.

Rhea-AI Filing Summary

Dell Technologies — proposed sale of Class C shares by an affiliate. The filing lists proposed dispositions of Class C common stock by Michael S. Dell (acquired as a gift to a private foundation). The excerpt shows proposed amounts of 382,335 shares on 12/09/2024, 1,150,000 shares on 10/01/2025, and 1,150,000 shares on 10/02/2025. The entries identify the transactions as gifts to a private foundation and show NYSE Class C securities.

Insights

Insider Transactions Counsel

Form 144 lists proposed affiliate dispositions with specific share counts and dates.

Section 144 notice entries record proposed sales of Class C shares by an affiliate associated with Michael S. Dell, each described as "Acquired as a gift to private foundation." The filing lists exact share counts and transaction dates, which are required for broker-dealers to rely on Rule 144 resale safe harbors.

Timing and execution depend on market conditions and compliance with Rule 144 holding and volume limits; subsequent broker reports or Form 4/5 filings would show actual completed transactions.

Corporate Governance Analyst

These are affiliate dispositions by a founder-level holder, shown as gifts to a foundation.

The entries identify the seller relationship and characterize the acquisition method as gifts to a private foundation, which can affect the classification of the holder for resale purposes. The notice lists multiple proposed sale dates across 2024–2025 with material per-date share amounts.

Watch subsequent SEC reports for confirmations of sales and any changes to beneficial ownership; the filing excerpt itself does not state proceeds or whether sales were completed.

Key Figures

Proposed disposition (Dec 2024): 382,335 shares Proposed disposition (Oct 1, 2025): 1,150,000 shares Proposed disposition (Oct 2, 2025): 1,150,000 shares +1 more

4 metrics

Proposed disposition (Dec 2024) 382,335 shares <date>12/09/2024</date>

Proposed disposition (Oct 1, 2025) 1,150,000 shares <date>10/01/2025</date>

Proposed disposition (Oct 2, 2025) 1,150,000 shares <date>10/02/2025</date>

Form type Form 144 notice Notice of proposed sale by an affiliate

Key Terms

Form 144, Class C, private foundation

3 terms

Form 144 regulatory

"Lists proposed dispositions of Class C shares by an affiliate"

Form 144 is a document that investors must file with the government when they plan to sell a large number of shares of a company's stock. It helps ensure transparency so everyone knows how many shares are being sold and when, which can impact the stock's price.

Class C financial

"Class C | Acquired as a gift to private foundation"

Class C is a category of company shares that carries a specific set of rights—commonly limited or no voting power while preserving rights to dividends and price appreciation. It matters to investors because those rights affect how much influence an owner has over company decisions and can change a share’s demand and price, much like choosing a concert ticket that gives the same seat view but different backstage access.

private foundation legal

"Acquired as a gift to private foundation | Michael S Dell"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What does the DELL Form 144 filing report?

The filing reports proposed dispositions of Class C shares by an affiliate associated with Michael S. Dell. It lists proposed sale dates and share counts: 382,335; 1,150,000; and 1,150,000.

Who is shown as the seller in the DELL Form 144 excerpt?

The excerpt identifies the party as associated with Michael S. Dell and describes the shares as "Acquired as a gift to private foundation." The filing attributes the holdings to that affiliation.

Do the Form 144 entries confirm the shares were sold?

No. Form 144 is a notice of proposed sale; the excerpt lists proposed dates and amounts but does not confirm execution or show proceeds. Subsequent filings would confirm completed sales.

What share amounts are listed in the DELL excerpt?

The excerpt shows proposed dispositions of 382,335 shares on 12/09/2024 and 1,150,000 shares on each of 10/01/2025 and 10/02/2025 for Class C stock.

Does the filing state how sale proceeds will be used?

The excerpt does not state any use of proceeds or purchasers. It describes the acquisitions as gifts to a private foundation; no cash-flow treatment or recipient of proceeds is disclosed in the excerpt.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 06/02/2026 - 04:12 PM EDT Learn about SEC filing dates

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	0001599858
Filer CCC	XXXXXXXX
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer	Dell Technologies Inc.
SEC File Number	001-37867
Address of Issuer	One Dell Way Round Rock TEXAS 78682
Phone	18002893355
Name of Person for Whose Account the Securities are To Be Sold	Michael & Susan Dell Foundation
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	Officer

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	2682335	1248117298	325034188	06/02/2026	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	382335	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	06/02/2026
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	Michael & Susan Dell Foundation
ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)