Silver Lake affiliates convert and distribute DELL Class B to C shares
Rhea-AI Filing Summary
Dell Technologies Inc. (DELL) filings show coordinated transactions by Silver Lake-related entities and affiliates on 10/08/2025 and in-kind pro rata distributions on 10/10/2025. Multiple Silver Lake partnerships converted Class B shares into Class C shares and sold portions of Class C Common Stock in tranches at weighted-average prices roughly between $160.50 and $163.00.
The filing reports specific sales across affiliated vehicles (for example, SL SPV-2, SLP IV, SLP V and technology investor funds) totaling several hundred thousand shares per vehicle and leaving certain entities and Egon Durban with reported beneficial holdings — including 1,184,092 shares attributed to Mr. Durban after distributions. Several share receipts were treated as exempt from immediate reporting under Rule 16a-13 because they were in-kind distributions.
Positive
- Retention of substantial holding: Egon Durban is reported to beneficially hold 1,184,092 Class C shares after distributions
- Structured distributions: Use of in-kind pro rata distributions appears to preserve ownership within Silver Lake affiliates while enabling liquidity
Negative
- Significant share sales: Multiple affiliated entities sold hundreds of thousands of Class C shares on 10/08/2025 at weighted-average prices near $161-$163
- Concentration of transactions: Coordinated conversions and sales across related funds could be viewed as a material change in selling pressure from a large shareholder group
Insights
Coordinated Silver Lake sales and in-kind distributions reshaped ownership but left material residual holdings.
The transactions reflect a mix of sales and in-kind pro rata distributions across affiliated vehicles, with conversions from Class B to Class C stock executed on 10/08/2025. Sales executed at weighted-average prices in a band of approximately $160.50-$163.00 reduced certain fund-level positions while distributions increased direct Class C holdings for individuals and affiliates.
Principal dependencies include the Rule 16a-13 reporting exemptions used for in-kind distributions and the conversion mechanics from Class B to Class C stock. Monitor remaining insider holdings—notably the 1,184,092 shares reported for the director—and any future open-market sales or additional distributions over the next few weeks as ownership is further allocated.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Other | Class C Common Stock | 83,188 | $0.00 | -- |
| Other | Class C Common Stock | 61,993 | $0.00 | -- |
| Other | Class C Common Stock | 39,768 | $0.00 | -- |
| Exercise | Class B Common Stock | 263,024 | $0.00 | -- |
| Exercise | Class B Common Stock | 270,007 | $0.00 | -- |
| Exercise | Class B Common Stock | 146,154 | $0.00 | -- |
| Exercise | Class B Common Stock | 3,973 | $0.00 | -- |
| Exercise | Class B Common Stock | 1,791 | $0.00 | -- |
| Exercise | Class C Common Stock | 263,024 | $0.00 | -- |
| Exercise | Class C Common Stock | 270,007 | $0.00 | -- |
| Exercise | Class C Common Stock | 146,154 | $0.00 | -- |
| Exercise | Class C Common Stock | 3,973 | $0.00 | -- |
| Exercise | Class C Common Stock | 1,791 | $0.00 | -- |
| Sale | Class C Common Stock | 126,013 | $161.15 | $20.31M |
| Sale | Class C Common Stock | 145,758 | $161.15 | $23.49M |
| Sale | Class C Common Stock | 74,546 | $161.15 | $12.01M |
| Sale | Class C Common Stock | 2,784 | $161.15 | $449K |
| Sale | Class C Common Stock | 1,255 | $161.15 | $202K |
| Sale | Class C Common Stock | 28,726 | $161.93 | $4.65M |
| Sale | Class C Common Stock | 33,227 | $161.93 | $5.38M |
| Sale | Class C Common Stock | 16,994 | $161.93 | $2.75M |
| Sale | Class C Common Stock | 635 | $161.93 | $103K |
| Sale | Class C Common Stock | 286 | $161.93 | $46K |
| Sale | Class C Common Stock | 25,096 | $162.65 | $4.08M |
| Sale | Class C Common Stock | 29,028 | $162.65 | $4.72M |
| Sale | Class C Common Stock | 14,846 | $162.65 | $2.41M |
| Sale | Class C Common Stock | 554 | $162.65 | $90K |
| Sale | Class C Common Stock | 250 | $162.65 | $41K |
| Sale | Class C Common Stock | 1 | $164.53 | $164.53 |
| 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 October 8, 2025 and initiated in-kind distributions of shares of Class C Common Stock on October 10, 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 8, 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. Reflects shares held by Silver Lake Group, L.L.C. ("SLG"). Shares held includes shares of Class C Common Stock received in connection with the pro rata distributions described herein on October 10, 2025. The receipt of such shares of Class C Common Stock was exempt from reporting pursuant to Rule 16a-13 of the Exchange Act. 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. 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 October 10, 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. 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 67,183, 85, 39,062 and 163,734 shares held by SLTA SPV, SLTA IV, SLTA V and SLG, respectively, on behalf of such individuals, including shares distributed in the October 10, 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 10, 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 10, 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 $160.4975 to $161.495 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 $161.4981 to $162.4956 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 $162.50 to $163.00 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.