Silver Lake funds trim Dell (NYSE: DELL) stake with Class C share sales
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Dell Technologies Inc. disclosed that investment funds affiliated with Silver Lake, which are directors and 10% owners, carried out a series of conversions and sales involving its Class B and Class C Common Stock. On April 15–16, 2026, certain Silver Lake entities converted Class B shares into an equal number of Class C shares and sold an aggregate of 382,000 shares of Class C Common Stock at prices including $176.50 and a weighted average price between $193.46 and $193.75 per share. The filing also describes in-kind, pro rata distributions of Class C shares from several Silver Lake funds to their investors and personnel, with the receipt of these shares treated as exempt under Rule 16a-13. After these transactions and distributions, the report shows continuing positions across multiple Silver Lake vehicles and indicates that Egon Durban, a Dell director associated with Silver Lake Group, directly holds 1,313,489 shares of Class C Common Stock, along with additional indirect interests through related entities and trusts.
Positive
- None.
Negative
- None.
Insights
Silver Lake funds convert Dell shares, sell 382k, and redistribute holdings.
Silver Lake–affiliated funds that are major Dell stockholders converted Class B Common Stock into Class C and sold 382,000 Class C shares. Prices included $176.50 per share and a weighted average between $193.46 and $193.75, indicating sizeable but not quantified relative trimming.
The filing also details pro rata, in-kind distributions of Class C shares from several Silver Lake vehicles to underlying investors and employees. These receipt transactions are described as exempt under Rule 16a-13, framing them as internal reallocations rather than fresh market buying. No remaining derivative positions are listed, suggesting recent exercises largely used up the referenced Class B instruments.
For governance context, Silver Lake entities and Silver Lake Group, L.L.C. remain significant holders, and Egon Durban is identified as both a Dell director and Co‑CEO and Managing Member of Silver Lake Group. The report notes he directly holds 1,313,489 Class C shares plus additional indirect interests through entities and trusts, underscoring his continuing economic exposure to Dell after these sales and distributions.
Insider Trade Summary
Net Seller: 382,000 shares ($67,542,560)
Net Sell
23 txns
Insider
SLTA V (GP), L.L.C., Silver Lake Technology Associates V, L.P., Silver Lake Partners V DE (AIV), L.P., Silver Lake Technology Investors V, L.P.
Role
Director, 10% Owner | Director, 10% Owner | Director, 10% Owner | Director, 10% Owner
Sold
382,000 shs ($67.54M)
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Class B Common Stock | 198,319 | $0.00 | -- |
| Exercise | Class B Common Stock | 203,583 | $0.00 | -- |
| Exercise | Class B Common Stock | 110,200 | $0.00 | -- |
| Exercise | Class B Common Stock | 2,996 | $0.00 | -- |
| Exercise | Class B Common Stock | 1,351 | $0.00 | -- |
| Exercise | Class C Common Stock | 198,319 | $0.00 | -- |
| Exercise | Class C Common Stock | 203,583 | $0.00 | -- |
| Exercise | Class C Common Stock | 110,200 | $0.00 | -- |
| Exercise | Class C Common Stock | 2,996 | $0.00 | -- |
| Exercise | Class C Common Stock | 1,351 | $0.00 | -- |
| Sale | Class C Common Stock | 135,097 | $176.50 | $23.84M |
| Sale | Class C Common Stock | 155,479 | $176.50 | $27.44M |
| Sale | Class C Common Stock | 80,077 | $176.50 | $14.13M |
| Sale | Class C Common Stock | 2,996 | $176.50 | $529K |
| Sale | Class C Common Stock | 1,351 | $176.50 | $238K |
| Sale | Class C Common Stock | 7,000 | $193.58 | $1.36M |
| Other | Class C Common Stock | 139,157 | $0.00 | -- |
| Other | Class C Common Stock | 106,790 | $0.00 | -- |
| Other | Class C Common Stock | 66,885 | $0.00 | -- |
| 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 — 18,351,487 shares (Indirect, Held through SL SPV-2, L.P.);
Class C Common Stock — 274,254 shares (Indirect, Held through SL SPV-2, L.P.);
Class C Common Stock — 1,313,489 shares (Direct)
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 April 15, 2026 and April 16, 2026 and initiated in-kind distributions of shares of Class C Common Stock on April 16, 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 April 15, 2026 and April 16, 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 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. Silver Lake Group, L.L.C. ("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. Reflects shares held by SLG. Shares held includes shares of Class C Common Stock received in connection with the pro rata distributions described herein on April 16, 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 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 April 16, 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, pro rata 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, SLTA V and SLG, respectively, on behalf of such individuals, including shares distributed in the April 16, 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 immediately following the receipt of shares in connection with the distributions of shares of Class C Common Stock on April 16, 2026. The receipt of such shares of Class C Common Stock 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 $193.46 to $193.75 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. 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 April 16, 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.
Key Figures
Class C shares sold: 382,000 shares
Sale price: $176.50 per share
Weighted average price range: $193.46–$193.75 per share
+5 more
8 metrics
Class C shares sold
382,000 shares
Aggregate open-market and related sales of Class C Common Stock on April 15–16, 2026
Sale price
$176.50 per share
Price reported for multiple Class C Common Stock sale transactions
Weighted average price range
$193.46–$193.75 per share
Range for 7,000 Class C shares sold at weighted average price
Shares converted
516,449 shares
Class B Common Stock converted into an equal number of Class C shares
Restructuring-related shares
312,832 shares
Shares involved in other acquisition or disposition transactions coded J
Direct holding by Egon Durban
1,313,489 shares
Class C Common Stock held directly following April 16, 2026 distributions
Indirect holding via Silver Lake Group
4,891 shares
Class C Common Stock held through Silver Lake Group, L.L.C.
Indirect holding via SLTA V
124,992 shares
Class B Common Stock held through Silver Lake Technology Investors V, L.P. after conversion-related transaction
Key Terms
in-kind distributions, Rule 16a-13, director by deputization, weighted average price, +2 more
6 terms
in-kind distributions financial
"initiated in-kind distributions of shares of Class C Common Stock on April 16, 2026"
Rule 16a-13 regulatory
"receipt of shares of Class C Common Stock ... was exempt from reporting pursuant to Rule 16a-13 of the Exchange Act"
director by deputization regulatory
"Each of the Reporting Persons may be deemed a director by deputization of the Issuer"
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.
indirect pecuniary interest financial
"shares of Common Stock are held by entities in which Mr. Durban may be deemed to have an indirect pecuniary interest"
pro rata distributions financial
"pro rata distributions of certain shares were initiated to certain employees and managing members"
FAQ
What did the Silver Lake entities report in this Dell (DELL) Form 4 filing?
Silver Lake–affiliated funds reported converting Dell Class B Common Stock into Class C and selling shares. They disclosed open‑market sales of 382,000 Class C shares alongside in‑kind, pro rata distributions of additional Class C shares to their investors and personnel, all detailed as April 15–16, 2026 activity.
What conversions between Dell Class B and Class C stock occurred in this Form 4?
Certain Silver Lake entities converted Dell Class B Common Stock into an equal number of Class C shares. The filing notes 516,449 Class B shares exercised or converted into Class C across several affiliated funds, reflecting the one‑for‑one convertibility of Class B into Class C with no stated expiration date for the conversion right.
How is Egon Durban’s Dell (DELL) ownership described in this insider report?
The footnotes state that Egon Durban is a Dell director and Co‑CEO and Managing Member of Silver Lake Group. After April 16, 2026 distributions, the report shows he directly holds 1,313,489 shares of Dell Class C Common Stock, plus indirect pecuniary interests through related entities and a family trust.
What are the in-kind distributions mentioned in the Dell (DELL) Form 4?
Silver Lake funds initiated in-kind, pro rata distributions of Dell Class C shares on April 16, 2026. Shares were distributed to investors and certain employees and managing members of Silver Lake Group or its affiliates, with the receipt of these shares described as exempt from reporting under Rule 16a-13 of the Exchange Act.
Why does the Dell (DELL) filing reference Rule 16a-13 of the Exchange Act?
Rule 16a-13 is cited because the receipt of Dell Class C shares from certain distributions is treated as exempt. The filing explains that both the Silver Lake reporting persons and Egon Durban received shares in connection with April 16, 2026 distributions, and those receipt transactions were exempt from separate reporting under this rule.