[Form 4] Dell Technologies Inc. Insider Trading Activity

Rhea-AI Filing Summary

Dell Technologies (NYSE:DELL) filed a Form 4 disclosing that Michael S. Dell—CEO, Chair, Director and >10% owner—sold 10,000,000 Class C shares on 06/26/2025 at $122.27 per share, generating proceeds of roughly $1.22 billion.

Following the transaction, Dell directly owns 25,912,241 shares and indirectly holds 1,380,000 shares via the Susan Lieberman Dell Separate Property Trust. The sale represents nearly 28% of his previously direct-held position and was coded “S” (open-market sale); no 10b5-1 plan was flagged.

Key points:

• Largest single-day insider sale by Dell since the 2018 return to the public market.
• No corresponding purchase or option exercise reported.
• Form filed by one reporting person, electronically signed on 06/27/2025.

Positive

• None.

Negative

• Founder-CEO sold 10 M shares worth ~$1.22 B, reducing his direct ownership by ~28% and potentially pressuring share price.

Insights

Financial Analyst

TL;DR: CEO liquidates ~$1.2 B stake—supply overhang risk

The sheer scale—10 M shares, ~2.8% of Class C float—creates potential short-term price pressure and invites questions about management’s valuation outlook. Post-sale Dell retains sizable control (25.9 M shares plus trusts), but trimming nearly a third of his direct stake may signal portfolio diversification or liquidity needs rather than internal confidence. Absence of a disclosed 10b5-1 plan increases discretionary-sale optics. Investors should monitor subsequent Form 4s for pattern sales and assess whether capital deployment (buybacks, special dividends) offsets dilution concerns.

Governance Specialist

TL;DR: Large discretionary sale raises governance optics

Insider transactions by founder-CEOs often influence sentiment. With no stated strategic rationale or 10b5-1 coverage, stakeholders may view this as opportunistic. However, Dell still controls over 27 M shares, preserving alignment. There are no pledging or margin indicators in the filing, mitigating forced-sale fears. Governance committees should clarify repurchase capacity to absorb market supply and communicate alignment mechanisms (e.g., performance equity) to reassure investors.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

DELL MICHAEL S

(Last) (First) (Middle)

ONE DELL WAY

(Street)

ROUND ROCK TX 78682

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Dell Technologies Inc. [ DELL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
06/26/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class C Common Stock	06/26/2025		S		10,000,000	D	$122.27	25,912,241	D
Class C Common Stock								1,380,000	I	By Susan Lieberman Dell Separate Property Trust(1)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. The reporting person disclaims beneficial ownership of these securities for purposes of Rule 16a-1(a)(1) and (2) under the Securities Exchange Act of 1934, and neither the filing of this statement nor anything herein shall be deemed an admission that he is, for purposes of Section 16 of the Securities Exchange Act of 1934 or for any other purpose, the beneficial owner of the securities.

	/s/ James Williamson, Attorney-in-Fact	06/27/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

How many Dell Technologies shares did Michael Dell sell on 06/26/2025?

He sold 10,000,000 Class C shares according to the Form 4.

What was the sale price of the DELL shares sold by Michael Dell?

The shares were sold at $122.27 per share.

How many shares does Michael Dell still own after the transaction?

He directly owns 25,912,241 shares and indirectly holds 1,380,000 shares via a trust.

What percentage of Michael Dell's direct holdings was sold in this transaction?

Approximately 27.9% of his prior direct holdings were sold.

Was the sale made under a Rule 10b5-1 trading plan?

The filing does not indicate a 10b5-1 plan; the 10b5-1 checkbox was left unchecked.