[Form 4] Dell Technologies Inc. Insider Trading Activity

Rhea-AI Filing Summary

Michael S. Dell, who serves as Chief Executive Officer, Director and a 10% owner of Dell Technologies Inc. (DELL), reported multiple gifts of Class C common stock in early October 2025. On 10/01/2025 he transferred 2,350,000 shares (recorded as gifts: 1,150,000 to the Michael & Susan Dell Foundation and 1,200,000 to a donor-advised fund), reducing his reported direct holdings to 23,562,241 shares after that transaction. On 10/02/2025 he transferred an additional 1,150,000 shares to the Michael & Susan Dell Foundation, which reduced his direct holdings to 22,412,241. The filing also shows 1,380,000 Class C shares reported as indirectly owned through the Susan Lieberman Dell Separate Property Trust, for which the reporting person disclaims beneficial ownership. The Form 4 was signed by an attorney-in-fact on 10/03/2025.

Positive

• None.

Negative

• Gift of 2,350,000 Class C shares on 10/01/2025 reduced direct holdings to 23,562,241
• Gift of 1,150,000 Class C shares on 10/02/2025 further reduced direct holdings to 22,412,241
• 3,500,000 total Class C shares transferred across two days, representing material insider dispositions recorded as gifts

Insights

Corporate Governance Analyst

TL;DR: Large, non‑cash insider gifts totaling 3,500,000 Class C shares were reported on 10/01–10/02/2025.

The filing documents gifts of Class C common stock rather than open‑market sales: 2,350,000 shares on 10/01/2025 and 1,150,000 shares on 10/02/2025. These transfers reduced Mr. Dell's reported direct holdings from the pre‑transaction level to 22,412,241 shares.

This is governance‑relevant because large, contemporaneous insider transfers change reported concentration of ownership and could affect voting power tied to Class C shares. The filing also notes 1,380,000 shares held in a separate property trust for which the reporting person disclaims beneficial ownership, clarifying ownership attribution under Section 16 rules.

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

OMB APPROVAL

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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^*

DELL MICHAEL S

(Last) (First) (Middle)

ONE DELL WAY

(Street)

ROUND ROCK TX 78682

(City) (State) (Zip)

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
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
10/01/2025

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

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

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

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	10/01/2025		G(1)		2,350,000	D	$0	23,562,241	D
Class C Common Stock	10/02/2025		G(2)		1,150,000	D	$0	22,412,241	D
Class C Common Stock								1,380,000	I	By Susan Lieberman Dell Separate Property Trust(3)

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

Explanation of Responses:

1. Represents a gift of 1,150,000 shares of Class C common stock to the Michael & Susan Dell Foundation and a gift of 1,200,000 shares of Class C common stock to a donor-advised charitable fund established by the reporting person and his wife.

2. Represents a gift of Class C common stock to the Michael & Susan Dell Foundation.

3. The reporting person disclaims beneficial ownership of these securities for purposes of Rule 16a-1(a)(1) and (2) under the Securities Exchange Act of 1934, and neither the filing of this statement nor anything herein shall be deemed an admission that he is, for purposes of Section 16 of the Securities Exchange Act of 1934 or for any other purpose, the beneficial owner of the securities.

	/s/ James Williamson, Attorney-in-Fact	10/03/2025
	** 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.
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FAQ

What did Michael S. Dell report in the Form 4 for DELL?

The Form 4 reports gifts of Class C common stock: 2,350,000 shares on 10/01/2025 and 1,150,000 shares on 10/02/2025.

How many Class C shares does Mr. Dell report holding after the transactions?

After the reported transactions his direct holdings are shown as 22,412,241 Class C shares.

Who received the gifted shares?

The filing states gifts to the Michael & Susan Dell Foundation and a donor‑advised charitable fund established by the reporting person and his wife.

Are there any shares held indirectly by Mr. Dell?

Yes, 1,380,000 Class C shares are reported as indirectly held through the Susan Lieberman Dell Separate Property Trust, with a disclaimer of beneficial ownership.

When was the Form 4 signed and filed?

The Form 4 shows a signature by an attorney‑in‑fact dated 10/03/2025.