DELL Form 4: Silver Lake Converts Class B and Sells Class C at $134–$138
Rhea-AI Filing Summary
Silver Lake affiliates disclosed coordinated transactions in Dell Technologies Inc. (DELL) on September 22, 2025. Multiple Silver Lake entities converted shares of Class B common stock into an equal number of Class C shares and sold numerous Class C shares across several tranches at weighted-average prices reported in ranges from $134.21 to $137.99 per share. The filing identifies SL SPV-2, Silver Lake Partners IV and V, related investment vehicles and Silver Lake Group, L.L.C. as reporting persons and notes Egon Durban serves as a director of Dell and as Co-CEO and Managing Member of Silver Lake Group. The disclosure lists specific share amounts converted and sold by each entity and clarifies certain shares are held indirectly and some are for the benefit of individuals or family trusts.
Positive
- Timely and detailed disclosure of conversion and sale activity by multiple Silver Lake entities on September 22, 2025
- Clear explanation of the ownership chain and Mr. Egon Durban's roles, helping users assess indirect holdings and governance links
- Price ranges provided ($134.21 to $137.99) with weighted-average prices and an undertaking to supply transaction-level breakdowns on request
Negative
- Substantial insider sales by a major controlling group on a single date, representing material disposals of Class C shares
- No single aggregated total sold is provided in the filing, requiring users to sum per-line amounts to determine overall scale
Insights
TL;DR: Large, disclosed insider sales from a major holder via conversions and market transactions on one day.
The Form 4 documents material share activity by Silver Lake-affiliated entities on a single date, including conversions of Class B into Class C shares and multiple sales at weighted average prices within noted ranges. For investors, this represents monetization by a controlling investor group; the filing provides price ranges and per-entity quantities but does not aggregate a single grand total. The disclosure is transparent about indirect ownership structures and the role of Egon Durban, which helps assess governance and ownership dynamics.
TL;DR: Clear reporting of related-party sales and conversions, with explicit provenance of indirect holdings.
The filing properly attributes sales to specific Silver Lake vehicles and explains the chain of ownership and delegation, including Mr. Durban's positions. It documents conversions of voting-class shares to saleable Class C shares and subsequent disposals, and includes undertakings to provide transaction-level pricing on request. This level of detail aids evaluation of potential governance implications from a controlling shareholder's liquidity actions.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Class B Common Stock | 431,969 | $0.00 | -- |
| Exercise | Class B Common Stock | 443,438 | $0.00 | -- |
| Exercise | Class B Common Stock | 240,032 | $0.00 | -- |
| Exercise | Class B Common Stock | 6,524 | $0.00 | -- |
| Exercise | Class B Common Stock | 2,942 | $0.00 | -- |
| Exercise | Class C Common Stock | 431,969 | $0.00 | -- |
| Exercise | Class C Common Stock | 443,438 | $0.00 | -- |
| Exercise | Class C Common Stock | 240,032 | $0.00 | -- |
| Exercise | Class C Common Stock | 6,524 | $0.00 | -- |
| Exercise | Class C Common Stock | 2,942 | $0.00 | -- |
| Sale | Class C Common Stock | 25,052 | $134.88 | $3.38M |
| Sale | Class C Common Stock | 29,006 | $134.88 | $3.91M |
| Sale | Class C Common Stock | 14,900 | $134.88 | $2.01M |
| Sale | Class C Common Stock | 552 | $134.88 | $74K |
| Sale | Class C Common Stock | 249 | $134.88 | $34K |
| Sale | Class C Common Stock | 193,080 | $135.69 | $26.20M |
| Sale | Class C Common Stock | 223,553 | $135.69 | $30.33M |
| Sale | Class C Common Stock | 114,839 | $135.69 | $15.58M |
| Sale | Class C Common Stock | 4,252 | $135.69 | $577K |
| Sale | Class C Common Stock | 1,917 | $135.69 | $260K |
| Sale | Class C Common Stock | 40,092 | $136.54 | $5.47M |
| Sale | Class C Common Stock | 46,419 | $136.54 | $6.34M |
| Sale | Class C Common Stock | 23,846 | $136.54 | $3.26M |
| Sale | Class C Common Stock | 883 | $136.54 | $121K |
| Sale | Class C Common Stock | 398 | $136.54 | $54K |
| Sale | Class C Common Stock | 38,053 | $137.57 | $5.23M |
| Sale | Class C Common Stock | 44,059 | $137.57 | $6.06M |
| Sale | Class C Common Stock | 22,633 | $137.57 | $3.11M |
| Sale | Class C Common Stock | 838 | $137.57 | $115K |
| Sale | Class C Common Stock | 378 | $137.57 | $52K |
| 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 September 22, 2025. 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 September 22, 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 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"). 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. This amount reflects 44,760, 25,557, 42 and 81,304 shares held by SLTA SPV-2, L.P., SLTA V, SLTA IV and SLG, respectively, on behalf of such individuals. Represents shares of Class C Common Stock held by Mr. Durban. Represents shares of Class C Common Stock beneficially owned indirectly by Mr. Durban through a trust for the benefit of certain family members. These shares of Common Stock are held by entities in which Mr. Durban may be deemed to have an indirect pecuniary interest. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $134.21 to $135.20 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 $135.21 to $136.205 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 $136.21 to $137.14 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 $137.25 to $137.99 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.