[Form 4] Dell Technologies Inc. Insider Trading Activity

Q: How many shares is Netcapital issuing to Horizon Globex?

The filing states an issuance of <b>500,0000</b> common shares, exempt from registration under Sections 4(a)(2)/3(a)(9).

Filing Impact

(High)

Filing Sentiment

(Very Negative)

Form Type

Rhea-AI Filing Summary

Netcapital Inc. (Nasdaq: NCPL) filed an 8-K reporting that on 26 June 2025 it entered into a Horizon Software Agreement with Switzerland-based Horizon Globex GmbH. Horizon granted Netcapital a royalty-free, paid-up, non-exclusive, perpetual and irrevocable license to use Horizon’s capital-raising and secondary-trading software under the Company’s own branding in the United States.

As consideration, Netcapital will issue 500,0000 shares of its common stock (the “Horizon Shares”) to Horizon or its affiliate. The shares will be issued without registration under Sections 4(a)(2) and/or 3(a)(9) of the Securities Act, and no cash will be received by the Company.

The agreement includes standard termination rights: (i) either party may terminate after a 30-day cure period for material breach, and (ii) immediate termination is permitted upon bankruptcy, receivership, dissolution, or cessation of business of the other party. The full contract is attached as Exhibit 10.1.

This transaction gives Netcapital long-term access to a trading technology platform that could expand its service offering, but it also introduces equity dilution and execution risk should the software fail to drive revenue growth.

Positive

Perpetual, royalty-free software license could lower operating costs and enhance Netcapital’s product suite.
No cash consideration preserves the Company’s balance-sheet liquidity.

Negative

Equity dilution from issuing 500,0000 new shares without cash inflow.
Lack of disclosed revenue projections or milestones makes the economic benefit uncertain.

Insights

TL;DR Strategic software access is positive, but unknown value versus dilution keeps impact neutral-to-slightly positive.

The perpetual, royalty-free license removes ongoing cost burdens and could accelerate Netcapital’s expansion in digital capital-raising and secondary trading services. Assuming the reported 500,0000 shares equal roughly 6-7 % of outstanding shares (management has not disclosed exact share count here), immediate dilution is modest and cash-less, helping conserve liquidity. However, the filing lacks revenue projections, integration timelines, or client commitments, making it impossible to quantify upside. Overall, the deal broadens capabilities with limited cash outlay, but its economic impact will hinge on user adoption and competitive differentiation.

TL;DR Deal structure is standard; shareholder dilution and vague performance metrics temper enthusiasm.

The software license is perpetual and non-exclusive, protecting Netcapital’s long-term access even if Horizon changes ownership. Termination clauses mirror industry norms, providing 30-day cure periods and bankruptcy triggers. Yet the issuance of unregistered shares raises governance questions: (i) the precise size of the equity grant is ambiguous due to the extra zero in “500,0000”; (ii) shareholders receive no disclosure on valuation methodology. Without a performance-based share-vesting schedule or milestones, shareholders bear dilution risk without contractual assurance of value delivery. Governance impact is therefore mixed.

06/30/2025 - 04:30 PM

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^*

SLTA V (GP), L.L.C.

(Last)

(First)

(Middle)

C/O SILVER LAKE

2775 SAND HILL ROAD, SUITE 100

(Street)

MENLO PARK

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)
06/26/2025

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class C Common Stock	06/26/2025		M⁽¹⁾⁽²⁾		326,560	A	⁽¹⁾⁽²⁾	326,560	I	Held through SL SPV-2, L.P.⁽³⁾⁽⁹⁾
Class C Common Stock	06/26/2025		M⁽¹⁾⁽²⁾		335,230	A	⁽¹⁾⁽²⁾	335,230	I	Held through Silver Lake Partners IV, L.P.⁽⁴⁾⁽⁹⁾
Class C Common Stock	06/26/2025		M⁽¹⁾⁽²⁾		181,460	A	⁽¹⁾⁽²⁾	181,460	I	Held through Silver Lake Partners V DE (AIV), L.P.⁽⁵⁾⁽⁹⁾
Class C Common Stock	06/26/2025		M⁽¹⁾⁽²⁾		4,932	A	⁽¹⁾⁽²⁾	4,932	I	Held through Silver Lake Technology Investors IV, L.P.⁽⁶⁾⁽⁹⁾
Class C Common Stock	06/26/2025		M⁽¹⁾⁽²⁾		2,224	A	⁽¹⁾⁽²⁾	2,224	I	Held through Silver Lake Technology Investors V, L.P.⁽⁷⁾⁽⁹⁾
Class C Common Stock	06/26/2025		S		90,260	D	$125.98⁽¹⁴⁾	236,300	I	Held through SL SPV-2, L.P.⁽³⁾⁽⁹⁾
Class C Common Stock	06/26/2025		S		102,121	D	$125.98⁽¹⁴⁾	233,109	I	Held through Silver Lake Partners IV, L.P.⁽⁴⁾⁽⁹⁾
Class C Common Stock	06/26/2025		S		53,104	D	$125.98⁽¹⁴⁾	128,356	I	Held through Silver Lake Partners V DE (AIV), L.P.⁽⁵⁾⁽⁹⁾
Class C Common Stock	06/26/2025		S		1,960	D	$125.98⁽¹⁴⁾	2,972	I	Held through Silver Lake Technology Investors IV, L.P.⁽⁶⁾⁽⁹⁾
Class C Common Stock	06/26/2025		S		884	D	$125.98⁽¹⁴⁾	1,340	I	Held through Silver Lake Technology Investors V, L.P.⁽⁷⁾⁽⁹⁾
Class C Common Stock	06/26/2025		S		136,909	D	$126.34⁽¹⁵⁾	99,391	I	Held through SL SPV-2, L.P.⁽³⁾⁽⁹⁾
Class C Common Stock	06/26/2025		S		154,901	D	$126.34⁽¹⁵⁾	78,208	I	Held through Silver Lake Partners IV, L.P.⁽⁴⁾⁽⁹⁾
Class C Common Stock	06/26/2025		S		80,549	D	$126.34⁽¹⁵⁾	47,807	I	Held through Silver Lake Partners V DE (AIV), L.P.⁽⁵⁾⁽⁹⁾
Class C Common Stock	06/26/2025		S		2,972	D	$126.34⁽¹⁵⁾	0	I	Held through Silver Lake Technology Investors IV, L.P.⁽⁶⁾⁽⁹⁾
Class C Common Stock	06/26/2025		S		1,340	D	$126.34⁽¹⁵⁾	0	I	Held through Silver Lake Technology Investors V, L.P.⁽⁷⁾⁽⁹⁾
Class C Common Stock	06/30/2025		J⁽¹⁾⁽²⁾		99,391	D	⁽¹⁾	0	I	Held through SL SPV-2, L.P.⁽³⁾⁽⁹⁾
Class C Common Stock	06/30/2025		J⁽¹⁾⁽²⁾		78,208	D	⁽¹⁾	0	I	Held through Silver Lake Partners IV, L.P.⁽⁴⁾⁽⁹⁾
Class C Common Stock	06/30/2025		J⁽¹⁾⁽²⁾		47,807	D	⁽¹⁾	0	I	Held through Silver Lake Partners V DE (AIV), L.P.⁽⁵⁾⁽⁹⁾
Class C Common Stock								1,455	I	Held through Silver Lake Group, L.L.C.⁽⁸⁾⁽⁹⁾
Class C Common Stock								90,746	I	See footnote⁽¹⁰⁾
Class C Common Stock								960,050	D⁽¹¹⁾
Class C Common Stock								39,944	I	See footnote⁽¹²⁾
Class C Common Stock								1,268	I	See footnote⁽¹³⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class B Common Stock	⁽²⁾	06/26/2025		M⁽¹⁾⁽²⁾			326,560	⁽²⁾	⁽²⁾	Class C Common Stock	326,560	$0	22,948,319	I	Held through SL SPV-2, L.P.⁽³⁾⁽⁹⁾
Class B Common Stock	⁽²⁾	06/26/2025		M⁽¹⁾⁽²⁾			335,230	⁽²⁾	⁽²⁾	Class C Common Stock	335,230	$0	23,557,602	I	Held through Silver Lake Partners IV, L.P.⁽⁴⁾⁽⁹⁾
Class B Common Stock	⁽²⁾	06/26/2025		M⁽¹⁾⁽²⁾			181,460	⁽²⁾	⁽²⁾	Class C Common Stock	181,460	$0	12,751,698	I	Held through Silver Lake Partners V DE (AIV), L.P.⁽⁵⁾⁽⁹⁾
Class B Common Stock	⁽²⁾	06/26/2025		M⁽¹⁾⁽²⁾			4,932	⁽²⁾	⁽²⁾	Class C Common Stock	4,932	$0	346,611	I	Held through Silver Lake Technology Investors IV, L.P.⁽⁶⁾⁽⁹⁾
Class B Common Stock	⁽²⁾	06/26/2025		M⁽¹⁾⁽²⁾			2,224	⁽²⁾	⁽²⁾	Class C Common Stock	2,224	$0	156,301	I	Held through Silver Lake Technology Investors V, L.P.⁽⁷⁾⁽⁹⁾

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

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

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

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

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") and 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 June 26, 2025 and initiated in-kind distributions of shares of Class C Common Stock on June 30, 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 June 26, 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 distributions and sales 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. Reflects shares held by Silver Lake Group, L.L.C. ("SLG"). Shares held includes additional shares of Class C Common Stock received in connection with the pro rata distributions described herein on June 30, 2025. The receipt of such shares of Class C Common Stock was exempt from reporting pursuant to Rule 16a-13 of the Exchange Act.

9. 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.

10. 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 23,070, 12,550 and 55,126 shares held by SLTA SPV-2, L.P., SLTA V and SLG, respectively, on behalf of such individuals, including shares distributed in the June 30, 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.

11. 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 June 30, 2025. The receipt of such shares of Class C Common Stock was exempt from reporting pursuant to Rule 16a-13 of the Exchange Act.

12. 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 30, 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.

13. 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 June 30, 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.

14. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $125.20 to $126.1997 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 $126.20 to $127.1371 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.

	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.	06/30/2025
	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.	06/30/2025
	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	06/30/2025
	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.	06/30/2025
	** 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 Netcapital (NCPL) announce in its June 26 2025 8-K?

It entered into a Horizon Software Agreement, gaining a perpetual license to Horizon’s capital-raising and trading software in exchange for 500,0000 NCPL shares.

How many shares is Netcapital issuing to Horizon Globex?

The filing states an issuance of 500,0000 common shares, exempt from registration under Sections 4(a)(2)/3(a)(9).

Will Netcapital receive cash for the share issuance?

No. The Horizon Shares are being issued as non-cash consideration for the software license.

Can the Horizon Software Agreement be terminated?

Yes. Either party may terminate for uncured material breach after 30 days, or immediately upon bankruptcy-related events.

Why is the agreement potentially important for investors?

It could broaden Netcapital’s service offerings and revenue sources, but also introduces dilution and execution risk.

[Form 4] Dell Technologies Inc. Insider Trading Activity

Insights

FAQ

What did Netcapital (NCPL) announce in its June 26 2025 8-K?

How many shares is Netcapital issuing to Horizon Globex?

Will Netcapital receive cash for the share issuance?

Can the Horizon Software Agreement be terminated?

Why is the agreement potentially important for investors?

NYSE:DELL

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Trending News

[Form 4] Dell Technologies Inc. Insider Trading Activity

Insights

Securities Analyst positive

Corporate Governance Expert neutral

FAQ

What did Netcapital (NCPL) announce in its June 26 2025 8-K?

How many shares is Netcapital issuing to Horizon Globex?

Will Netcapital receive cash for the share issuance?

Can the Horizon Software Agreement be terminated?

Why is the agreement potentially important for investors?

NYSE:DELL

DELL Rankings

DELL Latest News

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DELL Stock Data