Silver Lake funds (NYSE: DELL) trim Dell stake after Class B–C conversion
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Dell Technologies Inc. reported insider transactions involving Silver Lake investment entities and director Egon Durban on June 3, 2026. Silver Lake Partners IV, L.P. and related funds converted 91,886 shares of Class B Common Stock into the same number of Class C shares, then executed open-market sales totaling 84,365 Class C shares at weighted-average prices around $420–$430 per share.
Footnotes explain these trades occurred alongside in-kind distributions of Dell Class C shares from various Silver Lake funds to employees and managing members. Durban is associated with Silver Lake Group, L.L.C. and is deemed a director by deputization, but many holdings are through affiliated entities. Separately, Durban was deemed to receive 7,487 Class C shares in the distributions and donated all of them that day as a bona fide gift to a charitable foundation.
After these transactions, Silver Lake entities continue to hold substantial Class B Common Stock positions convertible into 28,022,439 Class C shares, indicating a large remaining economic interest in Dell.
Positive
- None.
Negative
- None.
Insights
Silver Lake funds net-sell some Dell shares but retain a large convertible stake.
The transactions show Silver Lake entities converting 91,886 Dell Class B shares into Class C and selling 84,365 Class C shares in open-market trades at weighted-average prices around $420–$430 per share. These are classic liquidity events following a share-class conversion rather than new equity issuance by Dell.
Footnotes describe simultaneous in-kind distributions of Class C shares from several Silver Lake funds to employees and managing members, with receipt exempt under Rule 16a-13. Director Egon Durban’s role is primarily via Silver Lake Group structures, and his direct 7,487-share receipt was entirely donated as a bona fide gift.
Despite the net sale, Silver Lake-related entities still hold Class B shares convertible into 28,022,439 Class C shares, so their overall economic exposure remains large. From an investment thesis standpoint, these trades look like partial monetization and internal reallocations, not a full exit.
Insider Trade Summary
Net Seller: 84,365 shares ($35,684,700)
Net Sell
19 txns
Insider
Silver Lake Partners IV, L.P., Silver Lake Technology Associates IV, L.P., SLTA IV (GP), L.L.C., Silver Lake Group, L.L.C., Durban Egon
Role
null | null | null | null | null
Sold
84,365 shs ($35.68M)
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Class B Common Stock | 91,886 | $0.00 | -- |
| Exercise | Class C Common Stock | 91,886 | $0.00 | -- |
| Sale | Class C Common Stock | 31,770 | $420.22 | $13.35M |
| Sale | Class C Common Stock | 24,106 | $421.20 | $10.15M |
| Sale | Class C Common Stock | 190 | $422.04 | $80K |
| Sale | Class C Common Stock | 8,476 | $425.37 | $3.61M |
| Sale | Class C Common Stock | 3,141 | $426.43 | $1.34M |
| Sale | Class C Common Stock | 4,706 | $427.58 | $2.01M |
| Sale | Class C Common Stock | 3,055 | $428.40 | $1.31M |
| Sale | Class C Common Stock | 3,880 | $429.61 | $1.67M |
| Sale | Class C Common Stock | 5,041 | $430.07 | $2.17M |
| Other | Class C Common Stock | 7,521 | $0.00 | -- |
| Gift | Class C Common Stock | 7,487 | $0.00 | -- |
| holding | Class B Common Stock | -- | -- | -- |
| 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 | -- | -- | -- |
Holdings After Transaction:
Class B Common Stock — 18,234,475 shares (Indirect, Held through Silver Lake Partners IV, L.P.);
Class C Common Stock — 91,886 shares (Indirect, Held through Silver Lake Partners IV, L.P.);
Class C Common Stock — 1,313,489 shares (Direct, null)
Footnotes (1)
- Silver Lake Technology Investors V, L.P., SL SPV-2, L.P., Silver Lake Partners IV, L.P., Silver Lake Partners V DE (AIV), L.P., Silver Lake Technology Investors IV, L.P. 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 June 3, 2026 and initiated in-kind distributions of shares of Class C Common Stock on June 3, 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. 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 June 3, 2026, 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 Silver Lake Partners IV, L.P. The general partner of Silver Lake Partners IV, L.P. is Silver Lake Technology Associates IV, L.P. and the general partner of Silver Lake Technology Associates IV, L.P. is SLTA IV (GP), L.L.C. Silver Lake Group, L.L.C. ("SLG") is the managing member of SLTA IV (GP), L.L.C. 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. Reflects shares of Class C Common Stock held by SLG. Shares held include shares of Class C Common Stock received in connection with the distributions described herein on June 3, 2026. The receipt of such shares of Class C Common Stock was exempt from reporting pursuant to Rule 16a-13 of the Exchange Act. 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 received in connection with the distributions of shares of Class C Common Stock on June 3, 2026. 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, distributions of certain shares were initiated to certain employees and managing members of SLG or its affiliates, including Mr. Durban. This amount reflects 24,563, 14,785 and 90,357 shares held by SLTA SPV-2, L.P., Silver Lake Technology Associates V, L.P. and SLG, respectively, on behalf of such individuals, including shares distributed in the June 3, 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. Represents shares of Class C Common Stock held directly by Mr. Durban. The 7,487 shares represent shares of Class C Common Stock deemed received by Mr. Durban in connection with the distribution of shares of Class C Common Stock described herein on June 3, 2026, all of which were donated on such day to a charitable foundation. The deemed 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 June 3, 2026. 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 $420.0000 to $420.9918 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 $421.0000 to $421.9800 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 $422.0200 to $422.0500 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 $425.0000 to $425.9500 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 $426.0000 to $426.8900 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 $427.0000 to $427.9700 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 $428.0000 to $428.9058 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 $429.0000 to $429.9993 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 $430.0000 to $430.9900 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. Following the transactions described in footnote (1), SL SPV-2, L.P. directly holds 0 shares of Class C Common Stock, Silver Lake Partners V DE (AIV), L.P. directly holds 94,207 shares of Class C Common Stock, Silver Lake Technology Investors IV, L.P. directly holds 0 shares of Class C Common Stock, and Silver Lake Technology Investors V, L.P. directly holds 0 shares of Class C Common Stock, which securities and related transactions are reported on separate Form 4 filings. Following the transactions described in footnote (1), SL SPV-2, L.P. directly holds 17,762,868 shares of Class B Common Stock, Silver Lake Partners V DE (AIV), L.P. directly holds 9,870,299 shares of Class B Common Stock, Silver Lake Technology Investors IV, L.P. directly holds 268,289 shares of Class B Common Stock and Silver Lake Technology Investors V, L.P. directly holds 120,983 shares of Class B Common Stock, which securities are reported on separate Form 4 filings.
Key Figures
Class C shares sold: 84,365 shares
Shares converted: 91,886 shares
Gifted shares: 7,487 shares
+3 more
6 metrics
Class C shares sold
84,365 shares
Open-market sales on June 3, 2026
Shares converted
91,886 shares
Class B to Class C conversion on June 3, 2026
Gifted shares
7,487 shares
Bona fide gift by Egon Durban on June 3, 2026
Remaining convertible stake
28,022,439 shares
Class B shares convertible into Class C, indirect holdings
Sale price example
$421.20 per share
One reported weighted-average sale price
Sale price example
$430.07 per share
One reported weighted-average sale price
Key Terms
bona fide gift, Rule 16a-13, weighted average price, Class B Common Stock, +2 more
6 terms
bona fide gift financial
"The 7,487 shares represent shares of Class C Common Stock deemed received by Mr. Durban... all of which were donated on such day to a charitable foundation."
A bona fide gift is a genuine, voluntary transfer of money, property, or benefits from one party to another made without expectation of repayment, services, or hidden conditions. Investors care because such gifts can affect company disclosures, related‑party transaction rules, tax treatment, and perceived conflicts of interest; think of it like someone giving you a present with no strings attached — but on a corporate scale, auditors and regulators need to verify it really is unconditional.
Rule 16a-13 regulatory
"The receipt of such shares of Class C Common Stock was exempt from reporting pursuant to Rule 16a-13 of the Exchange Act."
weighted average price financial
"The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions..."
Weighted average price is the average price of a security where each trade or component is counted according to its size, so bigger trades pull the average more than smaller ones. Think of it like calculating the average cost of a grocery haul where items you bought more of have greater influence on the final per-item cost. Investors use it to understand the true average price paid or received, judge execution quality, and compare trading performance against market movement.
Class B Common Stock financial
"Each share of Class B Common Stock... is convertible into one share of Class C Common Stock at any time."
A class B common stock is one of multiple types of a company’s ordinary shares that carries specific rights—often different voting power or dividend priority—compared with other classes. For investors it matters because those differences affect how much influence you have over company decisions, the income you might receive, and how freely the shares trade; think of it like owning a car with different keys: some keys let you start the engine and open the trunk, others only unlock the door.
derivative security financial
"transaction_code_description: Exercise or conversion of derivative security"
A derivative security is a financial contract whose value comes from the price or performance of something else, such as a stock, bond, commodity, or market index. For investors it acts like an insurance policy or a wager: it can be used to protect against losses, lock in prices, or amplify gains and losses, so it can change a portfolio’s risk and potential return without owning the underlying asset directly.
in-kind distributions financial
"sold certain shares... and initiated in-kind distributions of shares of Class C Common Stock on June 3, 2026."
FAQ
What is the significance of Dell (DELL) Class B to Class C conversions in this filing?
Each Dell Class B share is convertible into one Class C share with no expiration date. On June 3, 2026, certain reporting persons converted Class B shares into Class C in connection with the sales and distributions, simplifying their position while preserving overall economic value per share converted.