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[Form 4] Dell Technologies Inc. Insider Trading Activity

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

Rhea-AI Filing Summary

Dell Technologies Inc. (DELL) experienced a series of insider transactions by Silver Lake-related entities and Egon Durban between 10/06/2025 and 10/08/2025. Multiple Silver Lake funds and affiliated entities sold Class C shares across several trades at weighted average prices in ranges near $146–$149.13 per share, and converted Class B shares into Class C shares. Pro rata in-kind distributions of Class C shares were initiated on 10/08/2025, and those distributed receipts were reported as exempt from filing under Rule 16a-13. After the transactions and distributions the filing shows certain entities holding large positions (e.g., 1,166,822 Class C shares reported as disposed in one entry and aggregate holdings across vehicles exceeding several hundred thousand shares each). The filing is jointly made by multiple reporting persons and discloses indirect holdings through fund and GP structures and certain shares held on behalf of employees and family trusts.

Positive

  • Transparency on ownership structure with detailed fund and GP relationships and footnotes explaining indirect holdings
  • Disclosure of weighted-average sale price ranges and an undertaking to provide per-trade allocation details if requested

Negative

  • Large block sales by multiple Silver Lake entities totaling hundreds of thousands of Class C shares could be viewed as material turnover in insider-held stock
  • Complex indirect ownership across multiple funds, SPVs, employees and trusts may complicate immediate clarity on single-person beneficial ownership

Insights

Large fund-level sales, conversions, and in-kind distributions by Silver Lake affiliates.

The transactions consist of multiple sales of Class C Common Stock at weighted average prices reported in mid-$146–149 per share on 10/06/2025 and 10/07/2025

The filings also record conversions of Class B into Class C shares and pro rata in-kind distributions of Class C shares on 10/08/2025, which the report states were exempt from reporting under Rule 16a-13. Monitor any additional Forms 4 for follow-up transactions or changes in director-level holdings over the next weeks as distributions settle.

Reporting uses Rule 16a-13 exemptions for distributed shares and clarifies indirect pecuniary interests.

The filing documents that receipts of distributed Class C shares by reporting persons and certain individuals were treated as exempt under Rule 16a-13, and repeatedly discloses indirect ownership through fund/G.P. structures and employee/family trusts.

From a compliance view, the filing explains the chain of holdings and includes weighted-average sale-price ranges and undertakings to provide detailed trade-level allocation data on request; expect standard post-distribution clarifications or supplemental filings if beneficiaries or allocation details change.

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 IV (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)
10/06/2025
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 10/06/2025 S 291 D $149.09(14) 84,394 I Held through SL SPV-2, L.P.(3)(9)
Class C Common Stock 10/06/2025 S 336 D $149.09(14) 63,034 I Held through Silver Lake Partners IV, L.P.(4)(9)
Class C Common Stock 10/06/2025 S 173 D $149.09(14) 40,082 I Held through Silver Lake Partners V DE (AIV), L.P.(5)(9)
Class C Common Stock 10/06/2025 S 6 D $149.09(14) 0 I Held through Silver Lake Technology Investors IV, L.P.(6)(9)
Class C Common Stock 10/06/2025 S 3 D $149.09(14) 0 I Held through Silver Lake Technology Investors V, L.P.(7)(9)
Class C Common Stock 10/07/2025 M(1)(2) 262,733 A (1)(2) 347,127 I Held through SL SPV-2, L.P.(3)(9)
Class C Common Stock 10/07/2025 M(1)(2) 269,709 A (1)(2) 332,743 I Held through Silver Lake Partners IV, L.P.(4)(9)
Class C Common Stock 10/07/2025 M(1)(2) 145,992 A (1)(2) 186,074 I Held through Silver Lake Partners V DE (AIV), L.P.(5)(9)
Class C Common Stock 10/07/2025 M(1)(2) 3,968 A (1)(2) 3,968 I Held through Silver Lake Technology Investors IV, L.P.(6)(9)
Class C Common Stock 10/07/2025 M(1)(2) 1,790 A (1)(2) 1,790 I Held through Silver Lake Technology Investors V, L.P.(7)(9)
Class C Common Stock 10/07/2025 S 4,635 D $146.73(15) 342,492 I Held through SL SPV-2, L.P.(3)(9)
Class C Common Stock 10/07/2025 S 5,356 D $146.73(15) 327,387 I Held through Silver Lake Partners IV, L.P.(4)(9)
Class C Common Stock 10/07/2025 S 2,746 D $146.73(15) 183,328 I Held through Silver Lake Partners V DE (AIV), L.P.(5)(9)
Class C Common Stock 10/07/2025 S 102 D $146.73(15) 3,866 I Held through Silver Lake Technology Investors IV, L.P.(6)(9)
Class C Common Stock 10/07/2025 S 46 D $146.73(15) 1,744 I Held through Silver Lake Technology Investors V, L.P.(7)(9)
Class C Common Stock 10/07/2025 S 11,023 D $147.75(16) 331,469 I Held through SL SPV-2, L.P.(3)(9)
Class C Common Stock 10/07/2025 S 12,739 D $147.75(16) 314,648 I Held through Silver Lake Partners IV, L.P.(4)(9)
Class C Common Stock 10/07/2025 S 6,530 D $147.75(16) 176,799 I Held through Silver Lake Partners V DE (AIV), L.P.(5)(9)
Class C Common Stock 10/07/2025 S 243 D $147.75(16) 3,623 I Held through Silver Lake Technology Investors IV, L.P.(6)(9)
Class C Common Stock 10/07/2025 S 110 D $147.75(16) 1,634 I Held through Silver Lake Technology Investors V, L.P.(7)(9)
Class C Common Stock 10/07/2025 S 39,347 D $148.86(17) 292,122 I Held through SL SPV-2, L.P.(3)(9)
Class C Common Stock 10/07/2025 S 45,472 D $148.86(17) 269,176 I Held through Silver Lake Partners IV, L.P.(4)(9)
Class C Common Stock 10/07/2025 S 23,309 D $148.86(17) 153,490 I Held through Silver Lake Partners V DE (AIV), L.P.(5)(9)
Class C Common Stock 10/07/2025 S 868 D $148.86(17) 2,754 I Held through Silver Lake Technology Investors IV, L.P.(6)(9)
Class C Common Stock 10/07/2025 S 392 D $148.86(17) 1,243 I Held through Silver Lake Technology Investors V, L.P.(7)(9)
Class C Common Stock 2,366 I Held through Silver Lake Group, L.L.C.(8)(9)
Class C Common Stock 2,055 I See footnote(10)
Class C Common Stock 249,043 I See footnote(11)
Class C Common Stock 1,166,822 D(12)
Class C Common Stock 46,457 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Class B Common Stock (2) 10/07/2025 M(1)(2) 262,733 (2) (2) Class C Common Stock 262,733 $0 20,241,807 I Held through SL SPV-2, L.P.(3)(9)
Class B Common Stock (2) 10/07/2025 M(1)(2) 269,709 (2) (2) Class C Common Stock 269,709 $0 20,779,229 I Held through Silver Lake Partners IV, L.P.(4)(9)
Class B Common Stock (2) 10/07/2025 M(1)(2) 145,992 (2) (2) Class C Common Stock 145,992 $0 11,247,771 I Held through Silver Lake Partners V DE (AIV), L.P.(5)(9)
Class B Common Stock (2) 10/07/2025 M(1)(2) 3,968 (2) (2) Class C Common Stock 3,968 $0 305,732 I Held through Silver Lake Technology Investors IV, L.P.(6)(9)
Class B Common Stock (2) 10/07/2025 M(1)(2) 1,790 (2) (2) Class C Common Stock 1,790 $0 137,867 I Held through Silver Lake Technology Investors V, L.P.(7)(9)
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 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 Group, 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 IV, 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 IV, 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 IV, 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*
SLTA SPV-2 (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*
SLTA SPV-2, 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*
SL SPV-2, 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*
Durban Egon

(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 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 6, 2025 and October 7, 2025 and initiated in-kind distributions of shares of Class C Common Stock on October 8, 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 6, 2025 and October 7, 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. 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 8, 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. 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 8, 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.
11. 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 63,154, 78, 36,638 and 149,173 shares held by SLTA SPV, SLTA IV, SLTA V and SLG, respectively, on behalf of such individuals, including shares distributed in the October 8, 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.
12. 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 8, 2025. The receipt of such shares of Class C Common Stock was exempt from reporting pursuant to Rule 16a-13 of the Exchange Act.
13. 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 8, 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 $149.0650 to $149.13 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 $146.23 to $147.2284 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 $147.2311 to $148.2309 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 $148.2317 to $149.2306 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 separate Forms 4. Because no more than 30 transactions can be listed on each Table of the Form 4 filing, 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. 10/08/2025
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. 10/08/2025
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. 10/08/2025
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. 10/08/2025
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., GP of Silver Lake Technology Associates IV, L.P., GP of Silver Lake Technology Investors IV, L.P. 10/08/2025
By: /s/ Justin G. Hamill, Managing Director and Chief Legal Officer of Silver Lake Group, L.L.C., managing member of SLTA SPV-2 (GP), L.L.C. 10/08/2025
By: /s/ Justin G. Hamill, Managing Director and Chief Legal Officer of Silver Lake Group, L.L.C., managing member of SLTA SPV-2 (GP), L.L.C., general partner of SLTA SPV-2, L.P. 10/08/2025
By: /s/ Justin G. Hamill, Managing Director and Chief Legal Officer of Silver Lake Group, L.L.C., managing member of SLTA SPV-2 (GP), L.L.C., general partner of SLTA SPV-2, L.P., general partner of SL SPV-2, L.P. 10/08/2025
By: /s/ Justin G. Hamill, Attorney-in-fact for Egon Durban 10/08/2025
** 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.

FAQ

What transactions did Silver Lake-related entities report for DELL on Oct 6-8, 2025?

Multiple sales of Class C Common Stock on 10/06/2025 and 10/07/2025 at weighted-average prices in ranges near $146.23 to $149.13, conversions of Class B into Class C, and in-kind distributions on 10/08/2025.

How many shares were involved in the reported conversions and distributions?

The Form 4 lists conversions of Class B into Class C totaling individual line items such as 262,733, 269,709, and 145,992 shares on 10/07/2025 and aggregate position entries showing holdings like 1,166,822 shares in one line.

Were the distributed shares reported as transactions requiring Form 4 filings?

No. The filing states receipts of certain distributed Class C shares on 10/08/2025 were exempt from reporting pursuant to Rule 16a-13 of the Exchange Act.

Who is the director named in the filing and what is his relation to Silver Lake?

Egon Durban is identified as a director of the issuer and is described as a Co-CEO and Managing Member of Silver Lake Group, L.L.C., linking him to the reporting entities.

Do the filings clarify indirect holdings for employees or family trusts?

Yes. Footnotes disclose pro rata distributions to employees and managing members and shares held indirectly through a trust for family members, with specific share counts included in footnote disclosures.
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