Silver Lake entities adjust Dell (DELL) stake with Class B-to-C conversion and share sales
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Silver Lake-affiliated entities adjusted their stake in Dell Technologies Inc. on June 1, 2026. Through SL SPV-2, L.P. and related funds, they exercised or converted 290,898 shares of Class B Common Stock into an equal number of Class C Common Stock and reported open‑market sales of 78,339 Class C shares at weighted average prices generally in the low‑ to mid‑$400s per share. After these transactions, SL SPV-2, L.P. indirectly holds 283,050 Class C shares and 18,060,589 Class B shares, while other Silver Lake entities retain additional Class B and Class C positions detailed in separate filings. Many distributions of Class C shares to Silver Lake funds, employees and Egon Durban were in‑kind and exempt from reporting under Rule 16a-13, so the filing focuses on the conversion and sale activity by the Silver Lake complex.
Positive
- None.
Negative
- None.
Insights
Silver Lake converted Dell Class B into Class C and sold a modest block while retaining a large position.
The filing shows Silver Lake entities exercising or converting 290,898 Class B shares into Class C and selling 78,339 Class C shares on June 1, 2026. Prices ranged roughly from the low $430s to the low $450s per share, disclosed as weighted averages across multiple trades.
Post‑transaction, SL SPV-2, L.P. still indirectly holds 283,050 Class C shares and 18,060,589 Class B shares, while another Silver Lake vehicle continues to hold 28,971,631 underlying Class C shares through Class B stock. This indicates ongoing, substantial exposure to Dell Technologies despite some monetization and structural reshuffling.
The footnotes emphasize in‑kind distributions and Rule 16a-13 exemptions, meaning a portion of the activity is internal reallocation within the Silver Lake ecosystem rather than purely market sales. Subsequent company and insider filings will further clarify how Silver Lake’s aggregate ownership evolves after June 1, 2026.
Insider Trade Summary
Net Seller: 78,339 shares ($34,936,447)
Net Sell
28 txns
Insider
SL SPV-2, L.P., SLTA SPV-2, L.P., SLTA SPV-2 (GP), L.L.C., Silver Lake Group, L.L.C., Durban Egon
Role
null | null | null | null | null
Sold
78,339 shs ($34.94M)
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Class B Common Stock | 290,898 | $0.00 | -- |
| Exercise | Class C Common Stock | 290,898 | $0.00 | -- |
| Sale | Class C Common Stock | 7,848 | $431.98 | $3.39M |
| Sale | Class C Common Stock | 859 | $433.62 | $372K |
| Sale | Class C Common Stock | 329 | $434.12 | $143K |
| Sale | Class C Common Stock | 782 | $436.39 | $341K |
| Sale | Class C Common Stock | 2,923 | $437.08 | $1.28M |
| Sale | Class C Common Stock | 638 | $438.21 | $280K |
| Sale | Class C Common Stock | 1,008 | $439.53 | $443K |
| Sale | Class C Common Stock | 2,653 | $440.20 | $1.17M |
| Sale | Class C Common Stock | 593 | $441.50 | $262K |
| Sale | Class C Common Stock | 1,445 | $442.93 | $640K |
| Sale | Class C Common Stock | 2,110 | $444.12 | $937K |
| Sale | Class C Common Stock | 4,355 | $445.07 | $1.94M |
| Sale | Class C Common Stock | 4,563 | $446.11 | $2.04M |
| Sale | Class C Common Stock | 4,608 | $447.02 | $2.06M |
| Sale | Class C Common Stock | 4,790 | $448.10 | $2.15M |
| Sale | Class C Common Stock | 7,922 | $449.06 | $3.56M |
| Sale | Class C Common Stock | 10,966 | $450.08 | $4.94M |
| Sale | Class C Common Stock | 8,096 | $451.02 | $3.65M |
| Sale | Class C Common Stock | 11,851 | $452.12 | $5.36M |
| 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 | -- | -- | -- |
| holding | Class C Common Stock | -- | -- | -- |
Holdings After Transaction:
Class B Common Stock — 18,060,589 shares (Indirect, Held through SL SPV-2, L.P.);
Class C Common Stock — 290,898 shares (Indirect, Held through SL SPV-2, 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 1, 2026 and initiated in-kind distributions of shares of Class C Common Stock on June 1, 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 1, 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 SL SPV-2, L.P. The general partner of SL SPV-2, L.P. is SLTA SPV-2, L.P. and the general partner of SLTA SPV-2, L.P. is SLTA SPV-2 (GP), L.L.C. Silver Lake Group, L.L.C. ("SLG") is the managing member of SLTA SPV-2 (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 1, 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 1, 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 1, 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 by Mr. Durban including shares received in connection with the distributions of shares of Class C Common Stock on June 1, 2026. The receipt of such shares of Class C Common Stock was exempt from reporting pursuant to Rule 16a-13 of the Exchange Act. Mr. Durban has filed a separate Form 4 reporting transactions in securities of the Issuer on June 1, 2026. 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 1, 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 $431.9800 to $432.9100 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 $433.0300 to $433.9600 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 $434.0500 to $434.2800 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 $435.6637 to $436.6303 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 $436.7516 to $437.7500 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 $437.8147 to $438.7646 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 $438.9900 to $439.9800 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 $439.9900 to $440.9800 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 $441.0134 to $441.8800 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 $442.4500 to $443.2400 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 $443.5700 to $444.5636 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 $444.5743 to $445.5697 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 $445.5729 to $446.5472 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 $446.5700 to $447.5676 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 $447.5700 to $448.5681 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 $448.5708 to $449.5571 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 $449.5750 to $450.5674 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 $450.5700 to $451.5619 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 $451.5714 to $452.5695 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), Silver Lake Partners IV, L.P. directly holds 0 shares of Class C Common Stock, Silver Lake Partners V DE (AIV), L.P. directly holds 46,592 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), Silver Lake Partners IV, L.P. directly holds 18,540,100 shares of Class B Common Stock, Silver Lake Partners V DE (AIV), L.P. directly holds 10,035,734 shares of Class B Common Stock, Silver Lake Technology Investors IV, L.P. directly holds 272,786 shares of Class B Common Stock and Silver Lake Technology Investors V, L.P directly holds 123,011 shares of Class B Common Stock, which securities and related transactions are reported on separate Form 4 filings.
Key Figures
Class C shares sold: 78,339 shares
Shares converted to Class C: 290,898 shares
Post-transaction Class C holding (SL SPV-2, L.P.): 283,050 shares
+3 more
6 metrics
Class C shares sold
78,339 shares
Open-market or private sales on June 1, 2026
Shares converted to Class C
290,898 shares
Conversion/exercise of Class B into Class C on June 1, 2026
Post-transaction Class C holding (SL SPV-2, L.P.)
283,050 shares
Indirect Class C position following June 1, 2026 trades
Post-transaction Class B holding (SL SPV-2, L.P.)
18,060,589 shares
Indirect Class B position after conversions and distributions
Remaining Class B underlying Class C
28,971,631 shares
Class B Common Stock indirectly convertible into Class C
Sale price range example
$431.9800–$452.5695 per share
Weighted average price ranges across multiple sale footnotes
Key Terms
Rule 16a-13 of the Exchange Act, in-kind distributions, weighted average price, Class B Common Stock, +2 more
6 terms
Rule 16a-13 of the Exchange Act regulatory
"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."
in-kind distributions financial
"sold certain shares of Class C Common Stock ... and initiated in-kind distributions of shares of Class C Common Stock on June 1, 2026."
weighted average price financial
"The price reported in Column 4 is a weighted average price."
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, par value $0.01 per share of the Issuer ... 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.
director by deputization regulatory
"Each of the Reporting Persons may be deemed a director by deputization of the Issuer."
FAQ
What conversions between Dell Class B and Class C stock were disclosed?
Certain Silver Lake reporting persons converted 290,898 shares of Dell Class B Common Stock into an equal number of Class C shares on June 1, 2026. Footnotes explain each Class B share is convertible into one Class C share at any time and has no expiration date.
What Dell (DELL) stake did SL SPV-2, L.P. report after these transactions?
After the June 1, 2026 activity, SL SPV-2, L.P. indirectly holds 283,050 shares of Dell Class C Common Stock and 18,060,589 shares of Class B Common Stock. Additional holdings by related Silver Lake funds are reported separately, reflecting a broader continuing ownership position.
How are Egon Durban and Silver Lake Group, L.L.C. connected in this Dell Form 4?
The filing notes Silver Lake Group, L.L.C. is managing member of a general partner entity in the structure, and Egon Durban is its Co-CEO and Managing Member while also serving as a Dell director. As a result, each reporting person may be deemed a director by deputization.