Silver Lake reports large DELL Class C sales, conversions and in‑kind distributions
Rhea-AI Filing Summary
Silver Lake entities reported multiple sales, conversions and pro rata distributions of Dell Technologies Class C common stock between 10/06/2025 and 10/08/2025. The filing shows aggregated dispositions of Class C shares at weighted average prices in ranges near $146–149 per share, and conversions of Class B into Class C stock resulting in large reported share movements. Certain pro rata in‑kind distributions on 10/08/2025 produced receipt of Class C shares that were exempt from immediate reporting under Rule 16a‑13. The reporting group remains linked to director Egon Durban via Silver Lake Group entities; the filing discloses both indirect holdings and shares distributed to employees and managing members.
Positive
- Pro rata distributions on 10/08/2025, allowing in‑kind receipt of shares without immediate Form 4 reporting
- Conversions of Class B to Class C stock were completed, simplifying the equity class mix for the reporting entities
Negative
- Multiple sales on 10/06/202510/07/2025 reduced reported holdings, with transactions at weighted average prices in the $146–149 range
- Large aggregate dispositions could increase available free float from these affiliated holders and may attract investor scrutiny
Insights
Significant insider sales and intra‑group distributions occurred while preserving exempt reporting for distributions.
The filings document multiple sales of Class C common stock on 10/06/2025 and 10/07/2025 at weighted average prices reported in the $146.23–149.13 ranges, followed by pro rata in‑kind distributions on 10/08/2025 that were exempt from immediate Form 4 reporting under Rule 16a‑13. The structure shows shares held through several Silver Lake partnership vehicles with indirect beneficial ownership attributed to a director via managing member roles.
Key dependencies and risks include continued disclosure obligations if subsequent transfers occur and the potential investor focus on timing and scale of sales versus retained indirect holdings. Watch for any future non‑exempt transfers or schedule amendments within the next weeks if distributions are reallocated.
Large block sales occurred at mid‑high $140s per share and conversions increased Class C share counts held by Silver Lake vehicles.
Reported dispositions totalled substantial tranches across multiple entities, and simultaneous conversions of Class B into Class C increased the reported Class C share counts held indirectly by the reporting partnerships. The filing lists conversions and resulting Class C share tallies reaching into the hundreds of thousands per vehicle and aggregated indirect underlying shares in the low millions.
For market impact, focus on the 10/06–10/07/2025 trade dates and the weighted price ranges near $146–149; any future open‑market sales or block placements could influence short‑term volume and supply. Monitor subsequent Form 4/13D filings for updated position changes over the next trading sessions.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Class B Common Stock | 262,733 | $0.00 | -- |
| Exercise | Class B Common Stock | 269,709 | $0.00 | -- |
| Exercise | Class B Common Stock | 145,992 | $0.00 | -- |
| Exercise | Class B Common Stock | 3,968 | $0.00 | -- |
| Exercise | Class B Common Stock | 1,790 | $0.00 | -- |
| Exercise | Class C Common Stock | 262,733 | $0.00 | -- |
| Exercise | Class C Common Stock | 269,709 | $0.00 | -- |
| Exercise | Class C Common Stock | 145,992 | $0.00 | -- |
| Exercise | Class C Common Stock | 3,968 | $0.00 | -- |
| Exercise | Class C Common Stock | 1,790 | $0.00 | -- |
| Sale | Class C Common Stock | 4,635 | $146.73 | $680K |
| Sale | Class C Common Stock | 5,356 | $146.73 | $786K |
| Sale | Class C Common Stock | 2,746 | $146.73 | $403K |
| Sale | Class C Common Stock | 102 | $146.73 | $15K |
| Sale | Class C Common Stock | 46 | $146.73 | $7K |
| Sale | Class C Common Stock | 11,023 | $147.75 | $1.63M |
| Sale | Class C Common Stock | 12,739 | $147.75 | $1.88M |
| Sale | Class C Common Stock | 6,530 | $147.75 | $965K |
| Sale | Class C Common Stock | 243 | $147.75 | $36K |
| Sale | Class C Common Stock | 110 | $147.75 | $16K |
| Sale | Class C Common Stock | 39,347 | $148.86 | $5.86M |
| Sale | Class C Common Stock | 45,472 | $148.86 | $6.77M |
| Sale | Class C Common Stock | 23,309 | $148.86 | $3.47M |
| Sale | Class C Common Stock | 868 | $148.86 | $129K |
| Sale | Class C Common Stock | 392 | $148.86 | $58K |
| Sale | Class C Common Stock | 291 | $149.09 | $43K |
| Sale | Class C Common Stock | 336 | $149.09 | $50K |
| Sale | Class C Common Stock | 173 | $149.09 | $26K |
| Sale | Class C Common Stock | 6 | $149.09 | $894.54 |
| Sale | Class C Common Stock | 3 | $149.09 | $447.27 |
| holding | Class C Common Stock | -- | -- | -- |
| holding | Class C Common Stock | -- | -- | -- |
| holding | Class C Common Stock | -- | -- | -- |
| holding | Class C Common Stock | -- | -- | -- |
| holding | Class C Common Stock | -- | -- | -- |
Footnotes (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 sold certain shares of Class C Common Stock, par value $0.01 per share ("Class C Common Stock") of Dell Technologies Inc. (the "Issuer") on October 6, 2025 and October 7, 2025 and initiated in-kind distributions of shares of Class C Common Stock on October 8, 2025. 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. Each share of Class B Common Stock, par value $0.01 per share of the Issuer (the "Class B Common Stock") is convertible into one share of Class C Common Stock at any time, at the election of the holder or automatically upon certain transfers, and has no expiration date. On October 6, 2025 and October 7, 2025, certain of the Reporting Persons converted shares of Class B Common Stock into an equal number of shares of Class C Common Stock in connection with the sales and distributions described in footnote (1) above. 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"). 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"). 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"). These securities are directly held by Silver Lake Technology Investors IV, L.P. The general partner of Silver Lake Technology Investors IV, L.P. is SLTA IV and the general partner of SLTA IV is SLTA IV GP. These securities are directly held by Silver Lake Technology Investors V, L.P. The general partner of Silver Lake Technology Investors V, L.P. is SLTA V and the general partner of SLTA V is SLTA V GP. Reflects shares held by Silver Lake Group, L.L.C. ("SLG"). Shares held includes shares of Class C Common Stock received in connection with the pro rata distributions described herein on October 8, 2025. The receipt of such shares of Class C Common Stock was exempt from reporting pursuant to Rule 16a-13 of the Exchange Act. 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. These shares of Common Stock are held by entities in which Mr. Durban may be deemed to have an indirect pecuniary interest including shares received in connection with the distributions of shares of Class C Common Stock on October 8, 2025. The receipt of such shares of Class C Common Stock indirectly by Mr. Durban was exempt from reporting pursuant to Rule 16a-13 of the Exchange Act. 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 Egon Durban. This amount reflects 63,154, 78, 36,638 and 149,173 shares held by SLTA SPV, SLTA IV, SLTA V and SLG, respectively, on behalf of such individuals, including shares distributed in the October 8, 2025 distributions. The receipt of such shares of Class C Common Stock was exempt from reporting pursuant to Rule 16a-13 of the Exchange Act. 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 October 8, 2025. The receipt of such shares of Class C Common Stock was exempt from reporting pursuant to Rule 16a-13 of the Exchange Act. 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 received in connection with the distributions of shares of Class C Common Stock on October 8, 2025. The receipt of such shares of Class C Common Stock indirectly by Mr. Durban was exempt from reporting pursuant to Rule 16a-13 of the Exchange Act. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $149.0650 to $149.13 per share, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $146.23 to $147.2284 per share, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $147.2311 to $148.2309 per share, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $148.2317 to $149.2306 per share, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
