Silver Lake sells and redistributes Dell Class C shares; distributions on Oct 10
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Silver Lake–affiliated reporting persons disclosed a series of transactions in Dell Technologies Inc. (DELL) Class C common stock. On 10/08/2025, multiple affiliated funds sold blocks of Class C shares at weighted-average prices in ranges near $160.50–$163.00 per share. Those same entities converted Class B shares into Class C shares on 10/08/2025 and initiated pro rata in‑kind distributions of Class C shares on 10/10/2025. The filing shows indirect holdings through several Silver Lake vehicles and discloses that Egon Durban, a director, may have received shares via exempt distributions under Rule 16a‑13.
Positive
- Transparent disclosure of multi‑tranche sales with weighted price ranges ($160.4975–$163.00)
- Conversion of Class B to Class C simplifies share class mix by increasing freely tradable Class C shares
- Pro rata in‑kind distributions to employees/affiliates indicate internal reallocation rather than external transfer to unknown parties
Negative
- Material share disposals by Silver Lake affiliates on 10/08/2025 could reduce affiliated economic ownership in the short term
- Potential shift in beneficial ownership from aggregated fund holdings to individuals/trusts may complicate future reporting and voting visibility
Insights
Large affiliated sales and in‑kind distributions reallocated ownership within Silver Lake.
The transactions show affiliated limited partners sold multiple blocks of Class C stock on 10/08/2025 and then distributed shares pro rata on 10/10/2025, with certain recipients including directors and employees. The filing identifies conversions of Class B into Class C common stock, which are convertible on demand and have no expiration.
Governance implications depend on post‑distribution voting and economic ownership; monitor subsequent Form 4/Form 5 filings for changes in reported beneficial ownership and any shifts in board‑level voting control over the next few reporting periods.
Sales occurred in multiple tranches at average prices around $161, creating incremental liquidity.
Reported sale prices span weighted ranges from $160.4975 to $163.00 per share across several transactions executed on 10/08/2025. Multiple tranches and weighted averages indicate execution across liquidity windows rather than a single trade.
Near‑term market impact is limited to the immediate execution dates; investors should note the disclosed price ranges and watch for any follow‑on selling or additional disclosures in subsequent trading sessions.
Insider Trade Summary
Net Seller: 499,999 shares ($80,741,800)
Net Sell
34 txns
Insider
SLTA IV (GP), L.L.C., Silver Lake Group, L.L.C., Silver Lake Technology Associates IV, L.P., Silver Lake Partners IV, L.P., Silver Lake Technology Investors IV, L.P., SLTA SPV-2 (GP), L.L.C., SLTA SPV-2, L.P., SL SPV-2, L.P., Durban Egon
Role
Director, 10% Owner | Director, 10% Owner | Director, 10% Owner | Director, 10% Owner | Director, 10% Owner | Director, 10% Owner | Director, 10% Owner | Director, 10% Owner | Director
Sold
499,999 shs ($80.74M)
| 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 | -- | -- | -- |
Holdings After Transaction:
Class C Common Stock — 0 shares (Indirect, Held through SL SPV-2, L.P.);
Class B Common Stock — 19,978,783 shares (Indirect, Held through SL SPV-2, L.P.);
Class C Common Stock — 1,184,092 shares (Direct)
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.
FAQ
What did Silver Lake report on Form 4 for DELL on 10/08/2025?
Silver Lake affiliates reported multiple sales of Class C common stock on 10/08/2025 executed in tranches with weighted average prices in ranges from $160.4975 to $163.00 per share.