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Silver Lake funds trim Dell (DELL) stake with Class C sales and Class B conversions

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Silver Lake-affiliated funds reported significant transactions in Dell Technologies Inc. stock. On June 2, 2026, entities including Silver Lake Partners IV, L.P. and related funds sold a total of 176,754 shares of Dell Class C Common Stock in a series of open-market transactions at weighted average prices ranging from $433.5950 to $454.0500 per share. In connection with these sales and related in-kind distributions, certain reporting persons also converted 213,739 shares of Class B Common Stock into an equal number of Class C shares at a conversion price of $0.0000 per share. After these moves, Silver Lake Partners IV, L.P. continued to hold substantial Class B Common Stock positions indirectly convertible into Class C shares, while various Silver Lake entities and a trust associated with director Egon Durban held Dell Class C shares received through the June 2, 2026 distributions.

Positive

  • None.

Negative

  • None.

Insights

Silver Lake funds trimmed Dell common stock while converting part of a dual-class position.

The data show Silver Lake-affiliated funds executed open-market sales of 176,754 shares of Dell Class C Common Stock on June 2, 2026, with prices spanning roughly the mid-$430s to low-$450s per share. These are discretionary sales, not tax or grant mechanics.

Concurrently, certain reporting persons converted 213,739 shares of Class B Common Stock into Class C on a one-for-one basis at a stated conversion price of $0.0000. Footnotes describe related in-kind distributions of Class C shares to Silver Lake entities, employees and managing members, and a family trust connected to director Egon Durban.

Despite the net-sell activity, a large indirect Class B position remains outstanding, with 28,163,649 Class B shares still shown as convertible into Class C. The overall pattern reflects partial monetization and redistribution of Dell exposure rather than a full exit, with future implications depending on any subsequent conversion or sale activity disclosed in later filings.

Insider Silver Lake Partners IV, L.P., Silver Lake Technology Associates IV, L.P., SLTA IV (GP), L.L.C., Silver Lake Group, L.L.C., Durban Egon
Role null | null | null | null | null
Sold 176,754 shs ($77.58M)
Type Security Shares Price Value
Exercise Class B Common Stock 213,739 $0.00 --
Exercise Class C Common Stock 213,739 $0.00 --
Sale Class C Common Stock 18,118 $434.07 $7.86M
Sale Class C Common Stock 56,381 $435.24 $24.54M
Sale Class C Common Stock 13,162 $436.14 $5.74M
Sale Class C Common Stock 10,581 $437.12 $4.63M
Sale Class C Common Stock 15,240 $438.06 $6.68M
Sale Class C Common Stock 6,213 $439.13 $2.73M
Sale Class C Common Stock 3,667 $439.99 $1.61M
Sale Class C Common Stock 4,117 $441.13 $1.82M
Sale Class C Common Stock 5,444 $442.24 $2.41M
Sale Class C Common Stock 8,610 $443.09 $3.82M
Sale Class C Common Stock 5,862 $444.06 $2.60M
Sale Class C Common Stock 5,168 $445.25 $2.30M
Sale Class C Common Stock 8,234 $446.17 $3.67M
Sale Class C Common Stock 6,202 $447.03 $2.77M
Sale Class C Common Stock 431 $447.94 $193K
Sale Class C Common Stock 3,941 $450.62 $1.78M
Sale Class C Common Stock 2,461 $451.51 $1.11M
Sale Class C Common Stock 2,160 $452.43 $977K
Sale Class C Common Stock 762 $453.77 $346K
holding Class B Common Stock -- -- --
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 B Common Stock — 18,326,361 shares (Indirect, Held through Silver Lake Partners IV, L.P.); Class C Common Stock — 213,739 shares (Indirect, Held through Silver Lake Partners IV, L.P.)
Footnotes (1)
  1. Silver Lake Technology Investors V, L.P., SL SPV-2, L.P., Silver Lake Partners IV, L.P., Silver Lake Partners V DE (AIV), L.P., Silver Lake Technology Investors IV, L.P. 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 June 2, 2026 and initiated in-kind distributions of shares of Class C Common Stock on June 2, 2026. 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 June 2, 2026, 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 Silver Lake Partners IV, L.P. The general partner of Silver Lake Partners IV, L.P. is Silver Lake Technology Associates IV, L.P. and the general partner of Silver Lake Technology Associates IV, L.P. is SLTA IV (GP), L.L.C. Silver Lake Group, L.L.C. ("SLG") is the managing member of SLTA IV (GP), L.L.C. 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. Reflects shares of Class C Common Stock held by SLG. Shares held include shares of Class C Common Stock received in connection with the distributions described herein on June 2, 2026. The receipt of such shares of Class C Common Stock was exempt from reporting pursuant to Rule 16a-13 of the Exchange Act. These shares of Class C 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 June 2, 2026. 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, distributions of certain shares were initiated to certain employees and managing members of SLG or its affiliates, including Mr. Durban. This amount reflects 24,563, 14,785 and 90,357 shares held by SLTA SPV-2, L.P., Silver Lake Technology Associates V, L.P. and SLG, respectively, on behalf of such individuals, including shares distributed in the June 2, 2026 distributions. The receipt of such shares of Class C Common Stock was exempt from reporting pursuant to Rule 16a-13 of the Exchange Act. RESERVED 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 June 2, 2026. 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 $433.5950 to $434.5300 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 $434.6200 to $435.6017 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 $435.6200 to $436.6100 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 $436.6206 to $437.6100 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 $437.6200 to $438.6100 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 $438.6200 to $439.6183 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 $439.6353 to $440.5984 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 $440.6300 to $441.6180 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 $441.6600 to $442.6590 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 $442.6637 to $443.6598 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 $443.6699 to $444.6332 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 $444.6656 to $445.6500 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 $445.6744 to $446.6677 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 $446.6700 to $447.6527 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 $447.7301 to $448.0000 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 $450.0100 to $451.0000 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 $451.0300 to $452.0000 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 $452.0400 to $453.0000 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 $453.1800 to $454.0500 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. Following the transactions described in footnote (1), SL SPV-2, L.P. directly holds 0 shares of Class C Common Stock, Silver Lake Partners V DE (AIV), L.P. directly holds 79,906 shares of Class C Common Stock, Silver Lake Technology Investors IV, L.P. directly holds 0 shares of Class C Common Stock, and Silver Lake Technology Investors V, L.P. directly holds 0 shares of Class C Common Stock, which securities and related transactions are reported on separate Form 4 filings. Following the transactions described in footnote (1), SL SPV-2, L.P. directly holds 17,852,378 shares of Class B Common Stock, Silver Lake Partners V DE (AIV), L.P. directly holds 9,920,037 shares of Class B Common Stock, Silver Lake Technology Investors IV, L.P. directly holds 269,641 shares of Class B Common Stock and Silver Lake Technology Investors V, L.P. directly holds 121,593 shares of Class B Common Stock, which securities are reported on separate Form 4 filings.
Class C shares sold 176,754 shares Open-market sales of Dell Class C Common Stock on June 2, 2026
Class B converted 213,739 shares Conversion of Dell Class B into Class C on June 2, 2026
Sale price range (low) $433.5950/share Lowest weighted-average sale price range disclosed for June 2, 2026 trades
Sale price range (high) $454.0500/share Highest weighted-average sale price range disclosed for June 2, 2026 trades
Remaining convertible Class B 28,163,649 shares Class B shares indirectly held, convertible into Class C at $0.0000
Conversion price $0.0000/share Stated exercise/conversion price for Class B into Class C Common Stock
Rule 16a-13 regulatory
"The receipt of shares of Class C Common Stock ... was exempt from reporting pursuant to Rule 16a-13 of the Exchange Act."
weighted average price financial
"The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions..."
Weighted average price is the average price of a security where each trade or component is counted according to its size, so bigger trades pull the average more than smaller ones. Think of it like calculating the average cost of a grocery haul where items you bought more of have greater influence on the final per-item cost. Investors use it to understand the true average price paid or received, judge execution quality, and compare trading performance against market movement.
in-kind distributions financial
"sold certain shares ... and initiated in-kind distributions of shares of Class C Common Stock on June 2, 2026."
pecuniary interest financial
"These shares of Class C Common Stock are held by entities in which Mr. Durban may be deemed to have an indirect pecuniary interest..."
Class B Common Stock financial
"Each share of Class B Common Stock ... is convertible into one share of Class C Common Stock at any time..."
A class B common stock is one of multiple types of a company’s ordinary shares that carries specific rights—often different voting power or dividend priority—compared with other classes. For investors it matters because those differences affect how much influence you have over company decisions, the income you might receive, and how freely the shares trade; think of it like owning a car with different keys: some keys let you start the engine and open the trunk, others only unlock the door.
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Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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*
Silver Lake Partners IV, L.P.
(Last)(First)(Middle)
C/O SILVER LAKE
2775 SAND HILL ROAD, SUITE 100
(Street)
MENLO PARK CALIFORNIA 94025
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
Dell Technologies Inc. [ DELL ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirectorX10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
06/02/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
XForm filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Class C Common Stock06/02/2026M(1)(2)213,739A(1)(2)213,739IHeld through Silver Lake Partners IV, L.P.(3)(4)
Class C Common Stock06/02/2026S18,118D$434.07(10)195,621IHeld through Silver Lake Partners IV, L.P.(3)(4)
Class C Common Stock06/02/2026S56,381D$435.24(11)139,240IHeld through Silver Lake Partners IV, L.P.(3)(4)
Class C Common Stock06/02/2026S13,162D$436.14(12)126,078IHeld through Silver Lake Partners IV, L.P.(3)(4)
Class C Common Stock06/02/2026S10,581D$437.12(13)115,497IHeld through Silver Lake Partners IV, L.P.(3)(4)
Class C Common Stock06/02/2026S15,240D$438.06(14)100,256IHeld through Silver Lake Partners IV, L.P.(3)(4)
Class C Common Stock06/02/2026S6,213D$439.13(15)94,043IHeld through Silver Lake Partners IV, L.P.(3)(4)
Class C Common Stock06/02/2026S3,667D$439.99(16)90,377IHeld through Silver Lake Partners IV, L.P.(3)(4)
Class C Common Stock06/02/2026S4,117D$441.13(17)86,259IHeld through Silver Lake Partners IV, L.P.(3)(4)
Class C Common Stock06/02/2026S5,444D$442.24(18)80,816IHeld through Silver Lake Partners IV, L.P.(3)(4)
Class C Common Stock06/02/2026S8,610D$443.09(19)72,205IHeld through Silver Lake Partners IV, L.P.(3)(4)
Class C Common Stock06/02/2026S5,862D$444.06(20)66,343IHeld through Silver Lake Partners IV, L.P.(3)(4)
Class C Common Stock06/02/2026S5,168D$445.25(21)61,175IHeld through Silver Lake Partners IV, L.P.(3)(4)
Class C Common Stock06/02/2026S8,234D$446.17(22)52,941IHeld through Silver Lake Partners IV, L.P.(3)(4)
Class C Common Stock06/02/2026S6,202D$447.03(23)46,739IHeld through Silver Lake Partners IV, L.P.(3)(4)
Class C Common Stock06/02/2026S431D$447.94(24)46,308IHeld through Silver Lake Partners IV, L.P.(3)(4)
Class C Common Stock06/02/2026S3,941D$450.62(25)42,367IHeld through Silver Lake Partners IV, L.P.(3)(4)
Class C Common Stock06/02/2026S2,461D$451.51(26)39,906IHeld through Silver Lake Partners IV, L.P.(3)(4)
Class C Common Stock06/02/2026S2,160D$452.43(27)37,746IHeld through Silver Lake Partners IV, L.P.(3)(4)
Class C Common Stock06/02/2026S762D$453.77(28)36,984IHeld through Silver Lake Partners IV, L.P.(3)(4)
Class C Common Stock4,891IHeld through Silver Lake Group, L.L.C.(4)(5)
Class C Common Stock4,277ISee footnote(6)
Class C Common Stock129,705ISee footnote(7)
Class C Common Stock46,753ISee footnotes(8)(9)
Class C Common Stock79,906ISee footnote(29)
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Class B Common Stock(2)06/02/2026M(1)(2)213,739 (2) (2)Class C Common Stock213,739$018,326,361IHeld through Silver Lake Partners IV, L.P.(3)(4)
Class B Common Stock(2) (2) (2)Class C Common Stock28,163,64928,163,649ISee footnote(30)
1. Name and Address of Reporting Person*
Silver Lake Partners IV, L.P.
(Last)(First)(Middle)
C/O SILVER LAKE
2775 SAND HILL ROAD, SUITE 100
(Street)
MENLO PARK CALIFORNIA 94025
(City)(State)(Zip)
UNITED STATES
(Country)
Relationship of Reporting Person(s) to Issuer
XDirectorX10% Owner
Officer (give title below)Other (specify below)
1. Name and Address of Reporting Person*
Silver Lake Technology Associates IV, L.P.
(Last)(First)(Middle)
C/O SILVER LAKE
2775 SAND HILL ROAD, SUITE 100
(Street)
MENLO PARK CALIFORNIA 94025
(City)(State)(Zip)
UNITED STATES
(Country)
Relationship of Reporting Person(s) to Issuer
XDirectorX10% Owner
Officer (give title below)Other (specify below)
1. Name and Address of Reporting Person*
SLTA IV (GP), L.L.C.
(Last)(First)(Middle)
C/O SILVER LAKE
2775 SAND HILL ROAD, SUITE 100
(Street)
MENLO PARK CALIFORNIA 94025
(City)(State)(Zip)
UNITED STATES
(Country)
Relationship of Reporting Person(s) to Issuer
XDirectorX10% Owner
Officer (give title below)Other (specify below)
1. Name and Address of Reporting Person*
Silver Lake Group, L.L.C.
(Last)(First)(Middle)
C/O SILVER LAKE
2775 SAND HILL ROAD, SUITE 100
(Street)
MENLO PARK CALIFORNIA 94025
(City)(State)(Zip)
UNITED STATES
(Country)
Relationship of Reporting Person(s) to Issuer
XDirectorX10% Owner
Officer (give title below)Other (specify below)
1. Name and Address of Reporting Person*
Durban Egon
(Last)(First)(Middle)
C/O SILVER LAKE
2775 SAND HILL ROAD, SUITE 100
(Street)
MENLO PARK CALIFORNIA 94025
(City)(State)(Zip)
UNITED STATES
(Country)
Relationship of Reporting Person(s) to Issuer
XDirector10% Owner
Officer (give title below)Other (specify below)
Explanation of Responses:
1. Silver Lake Technology Investors V, L.P., SL SPV-2, L.P., Silver Lake Partners IV, L.P., Silver Lake Partners V DE (AIV), L.P., Silver Lake Technology Investors IV, L.P. 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 June 2, 2026 and initiated in-kind distributions of shares of Class C Common Stock on June 2, 2026. 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 June 2, 2026, 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 Silver Lake Partners IV, L.P. The general partner of Silver Lake Partners IV, L.P. is Silver Lake Technology Associates IV, L.P. and the general partner of Silver Lake Technology Associates IV, L.P. is SLTA IV (GP), L.L.C.
4. Silver Lake Group, L.L.C. ("SLG") is the managing member of SLTA IV (GP), L.L.C. 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.
5. Reflects shares of Class C Common Stock held by SLG. Shares held include shares of Class C Common Stock received in connection with the distributions described herein on June 2, 2026. The receipt of such shares of Class C Common Stock was exempt from reporting pursuant to Rule 16a-13 of the Exchange Act.
6. These shares of Class C 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 June 2, 2026. 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.
7. In connection with the distributions described in footnote (1) above, distributions of certain shares were initiated to certain employees and managing members of SLG or its affiliates, including Mr. Durban. This amount reflects 24,563, 14,785 and 90,357 shares held by SLTA SPV-2, L.P., Silver Lake Technology Associates V, L.P. and SLG, respectively, on behalf of such individuals, including shares distributed in the June 2, 2026 distributions. The receipt of such shares of Class C Common Stock was exempt from reporting pursuant to Rule 16a-13 of the Exchange Act.
8. RESERVED
9. 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 June 2, 2026. 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.
10. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $433.5950 to $434.5300 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.
11. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $434.6200 to $435.6017 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.
12. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $435.6200 to $436.6100 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 $436.6206 to $437.6100 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.
14. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $437.6200 to $438.6100 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.
15. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $438.6200 to $439.6183 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.
16. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $439.6353 to $440.5984 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.
17. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $440.6300 to $441.6180 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.
18. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $441.6600 to $442.6590 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.
19. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $442.6637 to $443.6598 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.
20. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $443.6699 to $444.6332 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.
21. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $444.6656 to $445.6500 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.
22. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $445.6744 to $446.6677 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.
23. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $446.6700 to $447.6527 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.
24. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $447.7301 to $448.0000 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.
25. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $450.0100 to $451.0000 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.
26. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $451.0300 to $452.0000 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.
27. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $452.0400 to $453.0000 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.
28. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $453.1800 to $454.0500 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.
29. Following the transactions described in footnote (1), SL SPV-2, L.P. directly holds 0 shares of Class C Common Stock, Silver Lake Partners V DE (AIV), L.P. directly holds 79,906 shares of Class C Common Stock, Silver Lake Technology Investors IV, L.P. directly holds 0 shares of Class C Common Stock, and Silver Lake Technology Investors V, L.P. directly holds 0 shares of Class C Common Stock, which securities and related transactions are reported on separate Form 4 filings.
30. Following the transactions described in footnote (1), SL SPV-2, L.P. directly holds 17,852,378 shares of Class B Common Stock, Silver Lake Partners V DE (AIV), L.P. directly holds 9,920,037 shares of Class B Common Stock, Silver Lake Technology Investors IV, L.P. directly holds 269,641 shares of Class B Common Stock and Silver Lake Technology Investors V, L.P. directly holds 121,593 shares of Class B Common Stock, which securities are reported on separate Form 4 filings.
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. Due to certain reporting restrictions including that no more than 30 transactions can be listed on each Table of the Form 4 filing and 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 separate Forms 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 IV (GP), L.L.C., general partner of Silver Lake Technology Associates IV, L.P., general partner of Silver Lake Partners IV, L.P.06/04/2026
By: /s/ Justin G. Hamill, Managing Director and Chief Legal Officer of Silver Lake Group, L.L.C., managing member of SLTA IV (GP), L.L.C., general partner of Silver Lake Technology Associates IV, L.P.06/04/2026
By: /s/ Justin G. Hamill, Managing Director and Chief Legal Officer of Silver Lake Group, L.L.C., managing member of SLTA IV (GP), L.L.C.06/04/2026
By: /s/ Justin G. Hamill, Managing Director and Chief Legal Officer of Silver Lake Group, L.L.C.06/04/2026
By: /s/ Justin G. Hamill, Attorney-in-fact for Egon Durban06/04/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What did Silver Lake entities report in this Dell (DELL) Form 4?

They reported multiple June 2, 2026 transactions where Silver Lake funds sold Dell Class C Common Stock and converted some Class B shares into Class C. The filing also details related in-kind distributions of Class C shares among affiliated entities and individuals.

How many Dell Class C shares were sold by Silver Lake in this filing?

The transaction summary shows sales of 176,754 shares of Dell Class C Common Stock. These were executed through numerous open-market trades, each reported with weighted average prices, across a price range in the $433.5950 to $454.0500 per share area.

What Class B to Class C conversions are disclosed for Dell (DELL)?

Certain reporting persons converted 213,739 shares of Dell Class B Common Stock into an equal number of Class C shares on June 2, 2026. The stated conversion price was $0.0000 per share, reflecting the dual-class structure where each Class B share is convertible into one Class C share.

Who actually holds the Dell shares in this Silver Lake Form 4?

The securities are held by Silver Lake funds and related entities, including Silver Lake Partners IV, L.P., Silver Lake Partners V DE (AIV), L.P., Silver Lake Group, L.L.C., and other affiliates. Egon Durban’s interest is indirect, often through these entities and a family trust referenced in the footnotes.

What are the remaining Dell derivative positions for Silver Lake?

The derivative summary indicates continued indirect ownership of Class B Common Stock convertible into Class C. It shows 28,163,649 underlying Class C shares tied to Class B shares with a stated exercise price of $0.0000 and no true expiration date in the dual-class structure.

What do the weighted average price footnotes mean in this Dell Form 4?

Each sale line reports a weighted average price because trades occurred in multiple smaller transactions within a price band. Footnotes specify exact ranges, for example $433.5950 to $434.5300, and offer to provide full breakdowns of share counts at each price upon request.