Silver Lake funds shift Dell Technologies (NYSE: DELL) Class C holdings

Rhea-AI Filing Summary

Dell Technologies Inc. insider entities affiliated with Silver Lake reported a series of non-market "J" code transactions in Class C Common Stock on March 25, 2026. These transactions reflect in-kind, pro rata distributions totaling 152,324, 112,991 and 72,261 shares among Silver Lake funds and related vehicles, rather than open-market buying or selling.

Footnotes explain that SPV-2, Silver Lake Partners IV and Silver Lake Partners V initiated distributions of Dell Class C shares to their own investors, employees and managing members, with receipt of shares exempt from reporting under Rule 16a-13. After these restructurings, one reporting person shows 1,284,190 Class C shares held directly, alongside several indirect holdings through Silver Lake Group and related entities.

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

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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^*

SLTA V (GP), L.L.C.

(Last) (First) (Middle)

C/O SILVER LAKE

2775 SAND HILL ROAD, SUITE 100

(Street)

MENLO PARK CALIFORNIA 94025

(City) (State) (Zip)

UNITED STATES

(Country)

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
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/25/2026

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

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

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

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	03/25/2026		J(1)		152,324	D	(1)	0	I	Held through SL SPV-2, L.P.(2)(6)
Class C Common Stock	03/25/2026		J(1)		112,991	D	(1)	0	I	Held through Silver Lake Partners IV, L.P.(3)(6)
Class C Common Stock	03/25/2026		J(1)		72,261	D	(1)	0	I	Held through Silver Lake Partners V DE (AIV), L.P.(4)(6)
Class C Common Stock								2,928	I	Held through Silver Lake Group, L.L.C.(5)(6)
Class C Common Stock								2,560	I	See footnote(7)
Class C Common Stock								94,529	I	See footnote(8)
Class C Common Stock								1,284,190	D(9)
Class C Common Stock								52,865	I	See footnote(10)

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

1. Name and Address of Reporting Person^*

SLTA V (GP), L.L.C.

(Last) (First) (Middle)

C/O SILVER LAKE

2775 SAND HILL ROAD, SUITE 100

(Street)

MENLO PARK CALIFORNIA 94025

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Silver Lake Technology Associates V, L.P.

(Last) (First) (Middle)

C/O SILVER LAKE

2775 SAND HILL ROAD, SUITE 100

(Street)

MENLO PARK CALIFORNIA 94025

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Silver Lake Partners V DE (AIV), L.P.

(Last) (First) (Middle)

C/O SILVER LAKE

2775 SAND HILL ROAD, SUITE 100

(Street)

MENLO PARK CALIFORNIA 94025

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. SL SPV-2, L.P. ("SPV-2"), Silver Lake Partners IV, L.P. ("SLP IV"), Silver Lake Partners V DE (AIV), L.P. ("SLP V") and certain of their respective affiliates initiated in-kind distributions of shares of Class C Common Stock, par value $0.01 per share ("Class C Common Stock") of Dell Technologies Inc. (the "Issuer") on March 25, 2026. The receipt of shares of Class C Common Stock by each of the Reporting Persons in connection with such distributions was exempt from reporting pursuant to Rule 16a-13 of the Exchange Act.

2. These securities are directly held by SPV-2. The general partner of SPV-2 is SLTA SPV-2, L.P. ("SLTA SPV") and the general partner of SLTA SPV is SLTA SPV-2 (GP), L.L.C. ("SLTA SPV GP").

3. These securities are directly held by SLP IV. The general partner of SLP IV is Silver Lake Technology Associates IV, L.P. ("SLTA IV") and the general partner of SLTA IV is SLTA IV (GP), L.L.C. ("SLTA IV GP").

4. These securities are directly held by SLP V. The general partner of SLP V is Silver Lake Technology Associates V, L.P. ("SLTA V") and the general partner of SLTA V is SLTA V (GP), L.L.C. ("SLTA V GP").

5. Reflects shares held directly by Silver Lake Group, L.L.C. ("SLG"), including shares of Class C Common Stock received in connection with the pro rata distributions described herein on March 25, 2026. The receipt of such shares of Class C Common Stock was exempt from reporting pursuant to Rule 16a-13 of the Exchange Act.

6. SLG is the managing member of SLTA SPV GP, SLTA IV GP and SLTA V GP. Egon Durban, who serves as a director of the Issuer, also serves as a Co-CEO and Managing Member of SLG. Each of the Reporting Persons may be deemed a director by deputization of the Issuer.

7. These shares of Class C Common Stock are held by entities in which Mr. Durban may be deemed to have an indirect pecuniary interest, including shares of Class C Common Stock received in connection with the pro rata distributions described herein on March 25, 2026. The receipt of such shares of Class C Common Stock was exempt from reporting pursuant to Rule 16a-13 of the Exchange Act.

8. In connection with the distributions described in footnote (1) above, pro rata distributions of certain shares were initiated to certain employees and managing members of SLG or its affiliates, including Mr. Durban. This amount reflects 17,906, 10,718 and 65,905 shares held by SLTA SPV, SLTA V and SLG, respectively, on behalf of such individuals, including shares distributed in the March 25, 2026 distributions. The receipt of such shares of Class C Common Stock was exempt from reporting pursuant to Rule 16a-13 of the Exchange Act.

9. Represents shares of Class C Common Stock held by Mr. Durban immediately following the receipt of shares in connection with the distributions of shares of Class C Common Stock on March 25, 2026. The receipt of such shares of Class C Common Stock was exempt from reporting pursuant to Rule 16a-13 of the Exchange Act.

10. Represents shares of Class C Common Stock beneficially owned indirectly by Mr. Durban through a trust for the benefit of certain family members, including shares of Class C Common Stock received in connection with the pro rata distributions described herein on March 25, 2026. The receipt of such shares of Class C Common Stock was exempt from reporting pursuant to Rule 16a-13 of the Exchange Act.

Remarks:

The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act. This filing shall not be deemed an admission that the Reporting Persons are beneficial owners of all securities covered by this filing for purposes of Section 16 of the Exchange Act or otherwise, and each Reporting Person disclaims beneficial ownership of these securities, except to the extent of such Reporting Person's pecuniary interest therein, if any. Because no more than 10 reporting persons can file any one Form 4 through the Securities and Exchange Commission's EDGAR system, certain affiliates of the Reporting Persons have filed a separate Form 4.

	By: /s/ Justin G. Hamill, Managing Director and Chief Legal Officer of Silver Lake Group, L.L.C., managing member of SLTA V (GP), L.L.C.	03/25/2026
	By: /s/ Justin G. Hamill, Managing Director and Chief Legal Officer of Silver Lake Group, L.L.C., managing member of SLTA V (GP), L.L.C., general partner of Silver Lake Technology Associates V, L.P.	03/25/2026
	By: /s/ Justin G. Hamill, Managing Director and Chief Legal Officer of Silver Lake Group, L.L.C., managing member of SLTA V (GP), L.L.C., general partner of Silver Lake Technology Associates V, L.P., general partner of Silver Lake Partners V DE (AIV), LP	03/25/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What insider activity did Silver Lake report for Dell (DELL) on March 25, 2026?

Silver Lake-affiliated entities reported "J" code transactions in Dell Class C stock on March 25, 2026. These were in-kind, pro rata distributions among Silver Lake funds and affiliates, not open-market purchases or sales, and were treated as exempt under Rule 16a-13.

Were Dell (DELL) shares bought or sold on the open market in this Form 4?

No open-market buys or sells were reported in this Form 4. The filing shows "J" code restructuring transactions and updated holdings, reflecting internal distributions of Dell Class C shares within Silver Lake funds and related entities under Rule 16a-13 exemptions.

How many Dell (DELL) shares were involved in Silver Lake’s restructuring transactions?

The restructuring transactions covered 152,324, 112,991 and 72,261 Dell Class C shares across three Silver Lake-related entities. In total, 337,576 shares were reallocated through in-kind, pro rata distributions among Silver Lake funds and affiliates, rather than traded in the public market.

What Dell (DELL) holdings are reported as directly held after these transactions?

After the reported activity, one reporting person shows 1,284,190 Dell Class C shares held directly. Additional positions are reported as indirect holdings through various Silver Lake entities, reflecting the post-distribution structure of ownership on March 25, 2026.

What does Rule 16a-13 mean in Dell (DELL) Silver Lake’s Form 4 filing?

Rule 16a-13 allows certain internal transfers to be exempt from short-swing profit rules. In this case, Silver Lake entities describe the receipt of Dell Class C shares from in-kind, pro rata distributions as exempt under this rule, indicating internal reallocations rather than market-driven trades.

How is Egon Durban connected to the Dell (DELL) insider entities in this Form 4?

Footnotes state Egon Durban is Co-CEO and Managing Member of Silver Lake Group, which manages several general partners of Silver Lake funds. Because he is also a Dell director, the filing notes each reporting person may be deemed a director of Dell by deputization.