Silver Lake converts Class B, sells Dell Class C shares

Filing Impact

(Very High)

Filing Sentiment

(Very Negative)

Form Type

Rhea-AI Filing Summary

Dell Technologies (DELL): Silver Lake–affiliated reporting persons filed a joint Form 4 detailing conversions and sales. On October 1, 2025, certain holders converted Dell Class B into Class C on a one‑for‑one basis, including 274,674 shares through Silver Lake Partners IV, L.P. and 267,571 shares through SL SPV‑2, L.P.

The same day, they sold Dell Class C shares at weighted average prices of $145.54 and $146.34. Transactions included 74,667 shares via Silver Lake Partners IV, L.P. and 64,788 shares via SL SPV‑2, L.P., with additional blocks such as 46,723 and 38,303 shares reported by affiliated funds.

Footnotes state that in‑kind distributions of Class C were initiated on October 2, 2025. Following these distributions, Egon Durban held 1,132,134 shares directly and 45,396 shares indirectly through a family trust, and 206,873 shares were held by certain Silver Lake entities on behalf of individuals including him.

Insights

Large holder completed B-to-C conversions, sold ~292k shares, and made in-kind distributions; ownership structure shifts but limited float impact.

Multiple Silver Lake-affiliated entities and a director/10% owner executed a set of transactions on 10/01/2025 and initiated in-kind distributions on 10/02/2025. The group converted Class B into Class C on a one-for-one basis (no expiration, $0 conversion cost), then sold an aggregate ~292,351 Class C shares at weighted averages of $145.54 and $146.34. Conversions totaled 696,789 shares across entities before these actions.

Post-sale, each vehicle reports updated indirect holdings, and the filing details pro rata in-kind distributions to affiliates and individuals, which were exempt from reporting under Rule 16a-13. The director reports direct ownership of 1,132,134 Class C shares and indirect ownership of 45,396 via a trust after the distributions. Additional amounts are held on behalf of certain individuals totaling 206,873 shares.

The mechanics indicate a shift from supervoting Class B to publicly tradable Class C, modest secondary sales, and redistribution among affiliated holders. Items to watch: any follow-on sales by these entities, further Class B-to-C conversions, and subsequent Form 4s tied to the October 2025 distributions, given the joint filing and noted separate filings due to EDGAR limits.

10/03/2025 - 04:30 PM

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

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

SLTA IV (GP), L.L.C.

(Last)

(First)

(Middle)

C/O SILVER LAKE

2775 SAND HILL ROAD, SUITE 100

(Street)

MENLO PARK

94025

(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
	Officer (give title below)		Other (specify below)

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)

	Form filed by One Reporting Person
X	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class C Common Stock	10/01/2025		M⁽¹⁾⁽²⁾		267,571	A	⁽¹⁾⁽²⁾	267,571	I	Held through SL SPV-2, L.P.⁽³⁾⁽⁸⁾
Class C Common Stock	10/01/2025		M⁽¹⁾⁽²⁾		274,674	A	⁽¹⁾⁽²⁾	274,674	I	Held through Silver Lake Partners IV, L.P.⁽⁴⁾⁽⁸⁾
Class C Common Stock	10/01/2025		M⁽¹⁾⁽²⁾		148,681	A	⁽¹⁾⁽²⁾	148,681	I	Held through Silver Lake Partners V DE (AIV), L.P.⁽⁵⁾⁽⁸⁾
Class C Common Stock	10/01/2025		M⁽¹⁾⁽²⁾		4,041	A	⁽¹⁾⁽²⁾	4,041	I	Held through Silver Lake Technology Investors IV, L.P.⁽⁶⁾⁽⁸⁾
Class C Common Stock	10/01/2025		M⁽¹⁾⁽²⁾		1,822	A	⁽¹⁾⁽²⁾	1,822	I	Held through Silver Lake Technology Investors V, L.P.⁽⁷⁾⁽⁸⁾
Class C Common Stock	10/01/2025		S		40,541	D	$145.54⁽¹²⁾	227,030	I	Held through SL SPV-2, L.P.⁽³⁾⁽⁸⁾
Class C Common Stock	10/01/2025		S		46,723	D	$145.54⁽¹²⁾	227,951	I	Held through Silver Lake Partners IV, L.P.⁽⁴⁾⁽⁸⁾
Class C Common Stock	10/01/2025		S		23,968	D	$145.54⁽¹²⁾	124,713	I	Held through Silver Lake Partners V DE (AIV), L.P.⁽⁵⁾⁽⁸⁾
Class C Common Stock	10/01/2025		S		892	D	$145.54⁽¹²⁾	3,149	I	Held through Silver Lake Technology Investors IV, L.P.⁽⁶⁾⁽⁸⁾
Class C Common Stock	10/01/2025		S		402	D	$145.54⁽¹²⁾	1,420	I	Held through Silver Lake Technology Investors V, L.P.⁽⁷⁾⁽⁸⁾
Class C Common Stock	10/01/2025		S		64,788	D	$146.34⁽¹³⁾	162,242	I	Held through SL SPV-2, L.P.⁽³⁾⁽⁸⁾
Class C Common Stock	10/01/2025		S		74,667	D	$146.34⁽¹³⁾	153,284	I	Held through Silver Lake Partners IV, L.P.⁽⁴⁾⁽⁸⁾
Class C Common Stock	10/01/2025		S		38,303	D	$146.34⁽¹³⁾	86,410	I	Held through Silver Lake Partners V DE (AIV), L.P.⁽⁵⁾⁽⁸⁾
Class C Common Stock	10/01/2025		S		1,425	D	$146.34⁽¹³⁾	1,725	I	Held through Silver Lake Technology Investors IV, L.P.⁽⁶⁾⁽⁸⁾
Class C Common Stock	10/01/2025		S		642	D	$146.34⁽¹³⁾	777	I	Held through Silver Lake Technology Investors V, L.P.⁽⁷⁾⁽⁸⁾
Class C Common Stock								206,873	I	See footnote⁽⁹⁾
Class C Common Stock								1,132,134	D⁽¹⁰⁾
Class C Common Stock								45,396	I	See footnote⁽¹¹⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class B Common Stock	⁽²⁾	10/01/2025		M⁽¹⁾⁽²⁾			267,571	⁽²⁾	⁽²⁾	Class C Common Stock	267,571	$0	20,772,387	I	Held through SL SPV-2, L.P.⁽³⁾⁽⁸⁾
Class B Common Stock	⁽²⁾	10/01/2025		M⁽¹⁾⁽²⁾			274,674	⁽²⁾	⁽²⁾	Class C Common Stock	274,674	$0	21,323,896	I	Held through Silver Lake Partners IV, L.P.⁽⁴⁾⁽⁸⁾
Class B Common Stock	⁽²⁾	10/01/2025		M⁽¹⁾⁽²⁾			148,681	⁽²⁾	⁽²⁾	Class C Common Stock	148,681	$0	11,542,598	I	Held through Silver Lake Partners V DE (AIV), L.P.⁽⁵⁾⁽⁸⁾
Class B Common Stock	⁽²⁾	10/01/2025		M⁽¹⁾⁽²⁾			4,041	⁽²⁾	⁽²⁾	Class C Common Stock	4,041	$0	313,746	I	Held through Silver Lake Technology Investors IV, L.P.⁽⁶⁾⁽⁸⁾
Class B Common Stock	⁽²⁾	10/01/2025		M⁽¹⁾⁽²⁾			1,822	⁽²⁾	⁽²⁾	Class C Common Stock	1,822	$0	141,481	I	Held through Silver Lake Technology Investors V, L.P.⁽⁷⁾⁽⁸⁾

1. Name and Address of Reporting Person^*

SLTA IV (GP), L.L.C.

(Last)

(First)

(Middle)

C/O SILVER LAKE

2775 SAND HILL ROAD, SUITE 100

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Silver Lake Group, L.L.C.

(Last)

(First)

(Middle)

C/O SILVER LAKE

2775 SAND HILL ROAD, SUITE 100

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Silver Lake Technology Associates IV, L.P.

(Last)

(First)

(Middle)

C/O SILVER LAKE

2775 SAND HILL ROAD, SUITE 100

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Silver Lake Partners IV, L.P.

(Last)

(First)

(Middle)

C/O SILVER LAKE

2775 SAND HILL ROAD, SUITE 100

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Silver Lake Technology Investors IV, L.P.

(Last)

(First)

(Middle)

C/O SILVER LAKE

2775 SAND HILL ROAD, SUITE 100

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

SLTA SPV-2 (GP), L.L.C.

(Last)

(First)

(Middle)

C/O SILVER LAKE

2775 SAND HILL ROAD, SUITE 100

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

SLTA SPV-2, L.P.

(Last)

(First)

(Middle)

C/O SILVER LAKE

2775 SAND HILL ROAD, SUITE 100

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

SL SPV-2, L.P.

(Last)

(First)

(Middle)

C/O SILVER LAKE,

2775 SAND HILL ROAD, SUITE 100

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Durban Egon

(Last)

(First)

(Middle)

C/O SILVER LAKE

2775 SAND HILL ROAD, SUITE 100

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

Explanation of Responses:

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 October 1, 2025 and initiated in-kind distributions of shares of Class C Common Stock on October 2, 2025. 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.

2. 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 October 1, 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 and distributions described in footnote (1) above.

3. 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").

4. 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").

5. 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").

6. 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.

7. 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.

8. 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.

9. 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 Egon Durban. This amount reflects 55,147, 31,825, 62 and 119,839 shares held by SLTA SPV-2, L.P., SLTA V, SLTA IV and SLG, respectively, on behalf of such individuals, including shares distributed in the October 2, 2025 distributions. The receipt of such shares of Class C Common Stock was exempt from reporting pursuant to Rule 16a-13 of the Exchange Act.

10. 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 October 2, 2025. The receipt of such shares of Class C Common Stock was exempt from reporting pursuant to Rule 16a-13 of the Exchange Act.

11. 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 October 2, 2025. 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.

12. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $144.9592 to $145.9590 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.

13. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $145.9594 to $146.9582 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.

Remarks:

The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act. This filing shall not be deemed an admission that the Reporting Persons are beneficial owners of all securities covered by this filing for purposes of Section 16 of the Exchange Act or otherwise, and each Reporting Person disclaims beneficial ownership of these securities, except to the extent of such Reporting Person's pecuniary interest therein, if any. Because no more than 10 reporting persons can file any one Form 4 through the Securities and Exchange Commission's EDGAR system, certain affiliates of the Reporting Persons have filed a separate Form 4. Because no more than 30 transactions can be listed on each Table of the Form 4 filing, the Reporting Persons have filed a separate Form 4 reporting additional transactions.

	By: /s/ Justin G. Hamill, Managing Director and Chief Legal Officer of Silver Lake Group, L.L.C.	10/03/2025
	By: /s/ Justin G. Hamill, Managing Director and Chief Legal Officer of Silver Lake Group, L.L.C., managing member of SLTA IV (GP), L.L.C.	10/03/2025
	By: /s/ Justin G. Hamill, Managing Director and Chief Legal Officer of Silver Lake Group, L.L.C., managing member of SLTA IV (GP), L.L.C., general partner of Silver Lake Technology Associates IV, L.P.	10/03/2025
	By: /s/ Justin G. Hamill, Managing Director and Chief Legal Officer of Silver Lake Group, L.L.C., managing member of SLTA IV (GP), L.L.C., general partner of Silver Lake Technology Associates IV, L.P., general partner of Silver Lake Partners IV, L.P.	10/03/2025
	By: /s/ Justin G. Hamill, Managing Director and Chief Legal Officer of Silver Lake Group, L.L.C., managing member of SLTA IV (GP), L.L.C., GP of Silver Lake Technology Associates IV, L.P., GP of Silver Lake Technology Investors IV, L.P.	10/03/2025
	By: /s/ Justin G. Hamill, Managing Director and Chief Legal Officer of Silver Lake Group, L.L.C., managing member of SLTA SPV-2 (GP), L.L.C.	10/03/2025
	By: /s/ Justin G. Hamill, Managing Director and Chief Legal Officer of Silver Lake Group, L.L.C., managing member of SLTA SPV-2 (GP), L.L.C., general partner of SLTA SPV-2, L.P.	10/03/2025
	By: /s/ Justin G. Hamill, Managing Director and Chief Legal Officer of Silver Lake Group, L.L.C., managing member of SLTA SPV-2 (GP), L.L.C., general partner of SLTA SPV-2, L.P., general partner of SL SPV-2, L.P.	10/03/2025
	By: /s/ Justin G. Hamill, Attorney-in-fact for Egon Durban	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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Source: View Original Filing on SEC EDGAR

FAQ

What did Silver Lake report in the Dell (DELL) Form 4?

Affiliates converted Dell Class B into Class C on 10/01/2025 and sold Class C shares that day at weighted average prices of $145.54 and $146.34.

Which conversions were disclosed in the Dell (DELL) filing?

Examples include 274,674 shares through Silver Lake Partners IV, L.P. and 267,571 shares through SL SPV‑2, L.P., each on 10/01/2025.

What sale prices were reported for Dell Class C shares?

Weighted average prices were $145.54 (range $144.9592–$145.9590) and $146.34 (range $145.9594–$146.9582).

What were examples of share sale sizes by entity in the Dell (DELL) Form 4?

Examples include 74,667 shares via Silver Lake Partners IV, L.P. and 64,788 shares via SL SPV‑2, L.P., both at $146.34.

Were distributions mentioned and when?

Yes. In‑kind distributions of Class C shares were initiated on 10/02/2025, per footnotes.

How many Dell shares did Egon Durban hold after distributions?

He held 1,132,134 shares directly and 45,396 shares indirectly through a family trust, per the filing footnotes.

Silver Lake converts Class B, sells Dell Class C shares

Rhea-AI Filing Summary

Positive

Negative

Insights

FAQ

What did Silver Lake report in the Dell (DELL) Form 4?

Which conversions were disclosed in the Dell (DELL) filing?

What sale prices were reported for Dell Class C shares?

What were examples of share sale sizes by entity in the Dell (DELL) Form 4?

Were distributions mentioned and when?

How many Dell shares did Egon Durban hold after distributions?

NYSE:DELL

DELL Rankings

DELL Latest News

DELL Latest SEC Filings

DELL Stock Data

Trending News

Silver Lake converts Class B, sells Dell Class C shares

Rhea-AI Filing Summary

Positive

Negative

Insights

Equity Capital Markets Analyst neutral

FAQ

What did Silver Lake report in the Dell (DELL) Form 4?

Which conversions were disclosed in the Dell (DELL) filing?

What sale prices were reported for Dell Class C shares?

What were examples of share sale sizes by entity in the Dell (DELL) Form 4?

Were distributions mentioned and when?

How many Dell shares did Egon Durban hold after distributions?

NYSE:DELL

DELL Rankings

DELL Latest News

DELL Latest SEC Filings

DELL Stock Data