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Insider filing: Silver Lake funds sell Dell Class C shares at $145–146

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

Rhea-AI Filing Summary

This Form 4 reports transactions by Silver Lake-related entities and affiliates involving Class C Common Stock of Dell Technologies Inc. The filing shows sales executed on 10/01/2025 and related in-kind distributions initiated on 10/02/2025. Multiple Silver Lake vehicles converted Class B shares into an equal number of Class C shares on 10/01/2025. The filing itemizes sales of specific lots at weighted average prices in two ranges: $144.9592–$145.9590 (reported as $145.54) and $145.9594–$146.9582 (reported as $146.34), with disclosed lot sizes including 40,541, 46,723, 23,968, and others. The report also discloses indirect beneficial ownership positions held through funds and SPVs, including large underlying Class C holdings reflected in the derivative table (e.g., 20,772,387, 21,323,896, 11,542,598). The filing clarifies certain distributions to employees and to director Egon Durban were exempt from reporting under Rule 16a-13.

Positive

  • In-kind distributions to employees and certain individuals were executed and documented as exempt under Rule 16a-13
  • Conversions of Class B into Class C were disclosed, showing transparency in share-class movements on 10/01/2025

Negative

  • Material sales of Class C shares occurred on 10/01/2025 (multiple lots totaling hundreds of thousands of shares), signaling significant insider disposition
  • Large indirect holdings remain concentrated in Silver Lake vehicles (e.g., derivative-underlying positions of 20,772,387 and 21,323,896), indicating continued substantial exposure

Insights

Silver Lake entities sold and redistributed Dell Class C shares across funds and personnel on 10/01–10/02/2025.

The filing documents multiple sales on 10/01/2025 at weighted average prices of $145.54 and $146.34, and immediate conversions of Class B into Class C shares. Sales were executed by several Silver Lake vehicles and recorded as indirect holdings through specific SPVs and funds.

The filing also reports initiation of in-kind distributions on 10/02/2025, including pro rata distributions to employees and to director Egon Durban, which the reporting persons state were exempt from reporting under Rule 16a-13. This clarifies the mechanics: transfers to individuals were treated as exempt distributions rather than reportable purchases.

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 292,351 shs ($42.69M)
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 -- -- --
Holdings After Transaction: Class B Common Stock — 20,772,387 shares (Indirect, Held through SL SPV-2, L.P.); Class C Common Stock — 267,571 shares (Indirect, Held through SL SPV-2, L.P.); Class C Common Stock — 1,132,134 shares (Direct)
Footnotes (1)
  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.
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).
1. Name and Address of Reporting Person*
SLTA V (GP), L.L.C.
(Last) (First) (Middle)
C/O SILVER LAKE
2775 SAND HILL ROAD, SUITE 100
(Street)
MENLO PARK CA 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)
Code V Amount (A) or (D) Price
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
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 V (GP), L.L.C.
(Last) (First) (Middle)
C/O SILVER LAKE
2775 SAND HILL ROAD, SUITE 100
(Street)
MENLO PARK CA 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 V, L.P.
(Last) (First) (Middle)
C/O SILVER LAKE
2775 SAND HILL ROAD, SUITE 100
(Street)
MENLO PARK CA 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 V DE (AIV), L.P.
(Last) (First) (Middle)
C/O SILVER LAKE
2775 SAND HILL ROAD, SUITE 100
(Street)
MENLO PARK CA 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 V, L.P.
(Last) (First) (Middle)
C/O SILVER LAKE
2775 SAND HILL ROAD, SUITE 100
(Street)
MENLO PARK CA 94025
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
X Director X 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., managing member of SLTA V (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 V (GP), L.L.C., general partner of Silver Lake Technology Associates V, 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 V (GP), L.L.C., general partner of Silver Lake Technology Associates V, L.P., general partner of Silver Lake Partners V DE (AIV), LP 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 V (GP), L.L.C., gen. partner of Silver Lake Technology Associates V, L.P., gen. partner of Silver Lake Technology Investors V, L.P. 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 the Form 4 filed for DELL disclose on 10/01/2025?

It disclosed multiple sales of Class C Common Stock by Silver Lake-related entities on 10/01/2025 and conversions of Class B into Class C stock on the same date.

How many shares were sold and at what prices?

Several lots were sold, including 40,541, 46,723, and 23,968 shares, at weighted average price ranges reported as $145.54 and $146.34 (individual trade prices ranged within the disclosed ranges).

Were any distributions reported in the filing?

Yes. In-kind distributions of Class C shares were initiated on 10/02/2025, and certain receipts by employees and Egon Durban were stated as exempt under Rule 16a-13.

Who filed the Form 4 and what is their relationship to DELL?

The filing was made by Silver Lake entities (e.g., SLTA V (GP), L.L.C. and affiliated funds). The reporting persons are noted as a Director and a 10% owner of the Issuer.

Does the filing show remaining beneficial ownership after the transactions?

Yes. The tables show continuing indirect beneficial ownership positions held through SPVs and funds, and reflect post-transaction holdings including derivative-underlying totals such as 20,772,387 and 21,323,896 shares.