Dell 144 Filing: Insider Conversion Sale of 68,000 Class C Shares

Rhea-AI Filing Summary

Form 144 filed for proposed sale of Class C common stock. The notice reports a brokered sale through Merrill Lynch of 68,000 shares of Class C common stock with an aggregate market value of $8,983,480 and total shares outstanding listed as 336,904,619, with an approximate sale date of 09/19/2025. The 68,000 shares were acquired on 09/19/2025 upon conversion of Class B common stock that had been acquired in 2019; the conversion is identified as the form of payment. The filing lists numerous prior sales over the past three months by Silver Lake-related entities and the Durban Family Foundation, including large blocks sold on multiple June, July, September dates with per-transaction amounts and gross proceeds documented.

Positive

• Disclosure compliance: The filer provided a detailed Form 144 with broker, share counts, aggregate market value, acquisition details, and recent sale history.
• Acquisition transparency: The 68,000 shares are identified as acquired by conversion from Class B shares, with acquisition date and original acquisition year (2019) disclosed.

Negative

• Significant insider-related selling: Multiple large sales by Silver Lake entities and the Durban Family Foundation are listed over the past three months, including multi-hundred-thousand share transactions.
• Potential dilution/pressure signal: The volume and frequency of recent sales by affiliated parties could be interpreted as notable selling activity (documented in this filing).

Insights

Securities Analyst

TL;DR: Large insider-related dispositions recorded; specified 68,000-share sale follows conversion of Class B shares.

The filing documents a notice to sell 68,000 Class C shares via Merrill Lynch dated for sale on 09/19/2025 with an aggregate market value of $8,983,480. The shares were acquired the same day by conversion from Class B shares originally acquired in 2019, and the conversion is cited as the nature of payment. The exhibit of recent transactions lists extensive prior sales by multiple Silver Lake entities and the Durban Family Foundation over the prior three months, including several high-volume transactions with detailed gross proceeds. All statements are factual disclosures of proposed and completed sales; no financial performance or forward guidance is provided in this filing.

Corporate Governance Expert

TL;DR: The filing shows concentrated selling activity by affiliated parties and a conversion-triggered sale notice.

This Form 144 indicates a proposed brokered sale of 68,000 Class C shares following conversion of Class B shares into Class C on 09/19/2025. The filing also enumerates sizable, dated sales by Silver Lake-related entities and the Durban Family Foundation during the prior three months with transaction-level gross proceeds disclosed. The notice includes the seller's certification regarding absence of undisclosed material adverse information. The document is a regulatory disclosure of sales activity and does not include company operational metrics.

FAQ

What does the Form 144 for DELL report?

The form reports a proposed sale of 68,000 Class C shares through Merrill Lynch with an aggregate market value of $8,983,480 and an approximate sale date of 09/19/2025.

How were the 68,000 shares acquired?

The 68,000 Class C shares were acquired on 09/19/2025 upon conversion of Class B common stock that was originally acquired in 2019.

Who is the broker named in the filing?

The broker identified for the proposed sale is Merrill Lynch, Pierce, Fenner & Smith Inc. at the San Francisco address shown in the filing.

Does the filing show other recent sales?

Yes. The filing lists numerous past three-month sales by Silver Lake-related entities and the Durban Family Foundation with specific dates, amounts, and gross proceeds documented.

What certification does the signer make on Form 144?

The signer represents that they do not know any material adverse information about the issuer that has not been publicly disclosed and references Rule 10b5-1 plan disclosure if applicable.

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Accepted by SEC EDGAR 09/19/2025 - 07:16 PM 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
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	68000	8983480.00	336904619	09/19/2025	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	09/19/2025	Acquired upon Conversion of Class B Common Stock of the Issuer, which Class B Common Stock was acquired in 2019.	Issuer			68000	09/19/2025	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 Group, L.L.C. c/o Silver Lake 2775 Sand Hill Road Suite 100 Menlo Park, CA 94025	Class C Common Stock	06/24/2025	5803	698295.88
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	06/24/2025	918	110466.24
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	06/24/2025	2034	244758.54
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	06/24/2025	1804	217081.81
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	06/24/2025	122	14680.70
Silver Lake Partners IV, L.P. c/o Silver Lake 2775 Sand Hill Road Suite 100 Menlo Park, CA 94025	Class C Common Stock	06/26/2025	257022	32435175.81
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	06/26/2025	133653	16866488.29
SL SPV-2, L.P. c/o Silver Lake 2775 Sand Hill Road Suite 100 Menlo Park, CA 94025	Class C Common Stock	06/26/2025	227169	28667843.43
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	06/26/2025	4932	622399.20
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	06/26/2025	2224	280660.14
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

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)