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  4. [Form 4] Dell Technologies Inc. Insider Trading Activity

Michael Dell sells 6.25M Class C shares; holds 16.16M direct

Filing Impact
(Very High)
Filing Sentiment
(Very Negative)
Form Type
4

Rhea-AI Filing Summary

Michael S. Dell, who is listed as Chief Executive Officer, Director and a 10% owner, reported a sale of 6,253,968 shares of Class C common stock on 10/09/2025 at a price of $159.907 per share. After the transaction the filing shows 16,158,273 shares beneficially owned (direct) and an additional 1,380,000 shares held indirectly via the Susan Lieberman Dell Separate Property Trust. The filing includes a disclosure that the reporting person disclaims beneficial ownership for certain securities under Rule 16a-1(a)(1) and (2). The document is signed by an attorney-in-fact on 10/10/2025.

Positive

  • Continued meaningful ownership after sale: 16,158,273 shares held directly
  • Some holdings remain in trust: 1,380,000 shares held indirectly via a family trust

Negative

  • Large disposition of 6,253,968 Class C shares sold on 10/09/2025
  • Sale executed at a single price of $159.907 per share, indicating significant insider liquidity

Insights

Large sale by a top insider reduces direct stake while some shares remain indirect.

The filing documents a substantial sale of 6,253,968 Class C shares on 10/09/2025 at $159.907 each, leaving 16,158,273 shares held directly and 1,380,000 indirectly through a family trust. Such a transaction materially changes reported share counts and is important for tracking insider liquidity and ownership concentration.

Key dependencies include whether the sale was part of a pre-existing plan or a one-off disposition; the form marks the transaction code as S (sale). Monitor subsequent Form 4 filings for additional sales or clarifying disclosures within weeks following this date.

Role and holdings reaffirmed: CEO/Director retains significant direct and indirect holdings despite the sale.

The reporting person is identified as CEO, Director, and a 10% owner, and the filing shows both direct and trust-held indirect ownership totaling 17,538,273 shares when combined. The statement disclaiming beneficial ownership for certain securities is included, which is a routine legal caveat.

Investors may track ownership concentration and governance implications; any further changes to direct or indirect holdings in the next reporting period would be material to that assessment.

Insider DELL MICHAEL S
Role Chief Executive Officer
Sold 6,253,968 shs ($1.00B)
Type Security Shares Price Value
Sale Class C Common Stock 6,253,968 $159.907 $1.00B
holding Class C Common Stock -- -- --
Holdings After Transaction: Class C Common Stock — 16,158,273 shares (Direct); Class C Common Stock — 1,380,000 shares (Indirect, By Susan Lieberman Dell Separate Property Trust)
Footnotes (1)
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Form 4 Insider Transactions: What Each Field Means →
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*
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)
10/09/2025
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 10/09/2025 S 6,253,968 D $159.907 16,158,273 D
Class C Common Stock 1,380,000 I By Susan Lieberman Dell Separate Property Trust(1)
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. 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 10/10/2025
** 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 Michael S. Dell report on Form 4 for DELL?

He reported a sale of 6,253,968 Class C shares on 10/09/2025 at $159.907 per share and retained 16,158,273 shares directly.

How many DELL shares does Michael S. Dell hold after the reported transaction?

The filing shows 16,158,273 shares beneficially owned directly and 1,380,000 indirectly via the Susan Lieberman Dell Separate Property Trust.

What is the transaction code and date on the Form 4?

The transaction is coded S (sale) with a transaction date of 10/09/2025.

Does the Form 4 include any ownership disclaimers?

Yes. The reporting person disclaims beneficial ownership of certain securities under Rule 16a-1(a)(1) and (2) as stated in the filing.

Who signed the Form 4 and when?

The form is signed by an attorney-in-fact, /s/ James Williamson, on 10/10/2025.