Silver Lake converts Class B, sells Dell Class C shares
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.
Positive
- None.
Negative
- None.
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
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
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Class B Common Stock | 267,571 | $0.00 | -- |
| Exercise | Class B Common Stock | 274,674 | $0.00 | -- |
| Exercise | Class B Common Stock | 148,681 | $0.00 | -- |
| Exercise | Class B Common Stock | 4,041 | $0.00 | -- |
| Exercise | Class B Common Stock | 1,822 | $0.00 | -- |
| Exercise | Class C Common Stock | 267,571 | $0.00 | -- |
| Exercise | Class C Common Stock | 274,674 | $0.00 | -- |
| Exercise | Class C Common Stock | 148,681 | $0.00 | -- |
| Exercise | Class C Common Stock | 4,041 | $0.00 | -- |
| Exercise | Class C Common Stock | 1,822 | $0.00 | -- |
| Sale | Class C Common Stock | 40,541 | $145.54 | $5.90M |
| Sale | Class C Common Stock | 46,723 | $145.54 | $6.80M |
| Sale | Class C Common Stock | 23,968 | $145.54 | $3.49M |
| Sale | Class C Common Stock | 892 | $145.54 | $130K |
| Sale | Class C Common Stock | 402 | $145.54 | $59K |
| Sale | Class C Common Stock | 64,788 | $146.34 | $9.48M |
| Sale | Class C Common Stock | 74,667 | $146.34 | $10.93M |
| Sale | Class C Common Stock | 38,303 | $146.34 | $5.61M |
| Sale | Class C Common Stock | 1,425 | $146.34 | $209K |
| Sale | Class C Common Stock | 642 | $146.34 | $94K |
| 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 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. 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. 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. 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. 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. 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. 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. 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.