Dell foundation plans sale of 2.46M Class C shares

Dell Technologies Inc. (DELL) received a notice that the Michael & Susan Dell Foundation intends to sell 2,459,804 shares of Class C common stock under Rule 144.

Rhea-AI Filing Summary

Dell Technologies Inc. (DELL) received a notice that the Michael & Susan Dell Foundation intends to sell 2,459,804 shares of Class C common stock under Rule 144. The shares are to be sold through Merrill Lynch on the NYSE, with a filing signature dated September 3, 2026.

The notice itemizes three planned sales of Class C shares that were acquired as gifts to the private foundation from Michael S. Dell, with prior acquisition dates listed as January 2, 1998 and proposed sale dates in December 2024 and October 2025.

Key Figures

Planned Class C shares to be sold: 2,459,804 shares First tranche shares: 159,804 shares Second tranche shares: 1,150,000 shares +2 more

5 metrics

Planned Class C shares to be sold 2,459,804 shares Total Class C common stock indicated for sale under Rule 144

First tranche shares 159,804 shares Class C shares with proposed sale date December 9, 2024

Second tranche shares 1,150,000 shares Class C shares with proposed sale date October 1, 2025

Third tranche shares 1,150,000 shares Class C shares with proposed sale date October 2, 2025

Filing signature date September 3, 2026 Date of signature by Michael & Susan Dell Foundation

Key Terms

Rule 144, private foundation, Class C, NYSE

4 terms

Rule 144 regulatory

"See the definition of "person" in paragraph (a) of Rule 144."

Rule 144 is a U.S. securities regulation that sets conditions under which restricted or insider-held shares can be legally resold to the public, such as required holding periods, availability of public information, limits on how much can be sold at once, and certain filing requirements. For investors it matters because it determines when previously locked-up shares can enter the market — like a release valve that can increase supply, affect share price, and signal insider intent.

private foundation financial

"Acquired as a gift to private foundation"

Class C financial

"Class C | 12/09/2024 | Acquired as a gift"

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.

NYSE market

"09/03/2026 | NYSE"

A large, regulated marketplace where stocks and other securities are listed and traded, acting like a global auction house that matches buyers and sellers and helps determine share prices. It matters to investors because listing and trading there provide liquidity, price discovery, and regulatory oversight—making it easier to buy or sell holdings and giving companies a visible platform that can affect credibility and access to capital.

FAQ

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

What does the Form 144 filing disclose for Dell Technologies Inc. (DELL)?

The filing discloses that the Michael & Susan Dell Foundation plans to sell 2,459,804 shares of Dell Technologies Class C common stock under Rule 144, with Merrill Lynch as the broker and sales expected to occur on the NYSE.

How many Dell (DELL) shares are planned to be sold by the Michael & Susan Dell Foundation?

The Michael & Susan Dell Foundation plans to sell 2,459,804 shares of Dell Technologies Class C common stock, as indicated in the securities information section of the notice filed under Rule 144.

Who is the selling security holder in this Dell (DELL) Form 144?

The selling security holder is the Michael & Susan Dell Foundation, a private foundation for whose account the Dell Technologies Class C shares are to be sold, with the shares having been acquired as gifts from Michael S. Dell.

What are the planned sale dates for the Dell (DELL) shares in this notice?

The notice lists proposed sale dates for Class C shares of December 9, 2024, October 1, 2025, and October 2, 2025, corresponding to separate tranches of Dell Technologies Class C common stock to be sold under Rule 144.

How many Dell (DELL) shares are in each planned tranche for sale?

The filing lists three tranches of Dell Class C shares: 159,804 shares with a proposed sale date of December 9, 2024, and two tranches of 1,150,000 shares each with proposed sale dates of October 1, 2025 and October 2, 2025.

Through which broker will the Dell (DELL) shares be sold?

The notice states that the Dell Technologies Class C shares are to be sold through Merrill Lynch, located at One Bryant Park, with the securities listed for trading on the NYSE.

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

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Available on EDGAR 09/03/2026 - 11:49 AM EDT Accepted by SEC EDGAR 09/03/2026 - 11:48 AM 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	1-800-289-3355
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	2459804	1248104549	324873640	09/03/2026	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	159804	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	09/03/2026
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)