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Silver Lake funds trim Dell (NYSE: DELL) stake with 32,945-share sale

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

Rhea-AI Filing Summary

Silver Lake–affiliated funds reported mixed transactions in Dell Technologies Inc. stock. On June 4, 2026, entities including Silver Lake Partners V DE (AIV), L.P. sold an aggregate 32,945 shares of Dell Class C Common Stock in open-market sales at weighted average prices ranging from about $401 to $421 per share.

On the same date, certain reporting persons converted 99,474 shares of Class B Common Stock into an equal number of Class C shares in connection with these sales and related in-kind distributions. Securities are held through Silver Lake entities, and Egon Durban’s interests are largely indirect. After the transactions, Silver Lake Partners V DE (AIV), L.P. holds 193,681 shares of Class C Common Stock and 9,770,825 shares of Class B Common Stock, and a Silver Lake–affiliated indirect position of 36,019,909 shares of Class B Common Stock remains convertible into Class C.

Positive

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Negative

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Insights

Silver Lake funds sold Dell shares while keeping a large convertible stake.

Silver Lake–related entities disposed of 32,945 Dell Class C shares in open-market sales and simultaneously converted 99,474 Class B shares into Class C. The pattern reflects liquidity activity combined with a structural adjustment between Dell’s dual-class shares.

Despite these sales, Silver Lake Partners V DE (AIV), L.P. still holds 193,681 Class C shares and 9,770,825 Class B shares, while another affiliated position of 36,019,909 Class B shares remains convertible into Class C. This filing shows portfolio management rather than an exit, with the overall economic exposure still substantial.

Insider Silver Lake Partners V DE (AIV), L.P., Silver Lake Technology Associates V, L.P., SLTA V (GP), L.L.C., Silver Lake Group, L.L.C., Durban Egon
Role null | null | null | null | null
Sold 32,945 shs ($13.65M)
Type Security Shares Price Value
Exercise Class B Common Stock 99,474 $0.00 --
Exercise Class C Common Stock 99,474 $0.00 --
Sale Class C Common Stock 275 $401.89 $111K
Sale Class C Common Stock 243 $403.33 $98K
Sale Class C Common Stock 411 $404.68 $166K
Sale Class C Common Stock 898 $405.54 $364K
Sale Class C Common Stock 1,949 $406.58 $792K
Sale Class C Common Stock 710 $407.44 $289K
Sale Class C Common Stock 504 $408.40 $206K
Sale Class C Common Stock 417 $409.49 $171K
Sale Class C Common Stock 406 $410.57 $167K
Sale Class C Common Stock 691 $411.82 $285K
Sale Class C Common Stock 1,033 $412.59 $426K
Sale Class C Common Stock 2,650 $413.81 $1.10M
Sale Class C Common Stock 7,512 $414.51 $3.11M
Sale Class C Common Stock 5,854 $415.58 $2.43M
Sale Class C Common Stock 1,435 $416.46 $598K
Sale Class C Common Stock 540 $417.81 $226K
Sale Class C Common Stock 2,395 $418.68 $1.00M
Sale Class C Common Stock 3,516 $419.81 $1.48M
Sale Class C Common Stock 1,506 $420.59 $633K
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 — 9,770,825 shares (Indirect, Held through Silver Lake Partners V DE (AIV), L.P.); Class C Common Stock — 193,681 shares (Indirect, Held through Silver Lake Partners V DE (AIV), L.P.); Class C Common Stock — 1,313,489 shares (Direct, null)
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 4, 2026 and initiated in-kind distributions of shares of Class C Common Stock on June 4, 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 4, 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 V DE (AIV), L.P. The general partner of Silver Lake Partners V DE (AIV), L.P. is Silver Lake Technology Associates V, L.P. and the general partner of Silver Lake Technology Associates V, L.P. is SLTA V (GP), L.L.C. Silver Lake Group, L.L.C. ("SLG") is the managing member of SLTA V (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 4, 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 4, 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, 20,747, 109,978 and 56 shares held by SLTA SPV-2, L.P., Silver Lake Technology Associates V, L.P., SLG and Silver Lake Secondary Holdings L.P., respectively, on behalf of such individuals, including shares distributed in the June 4, 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. Represents shares of Class C Common Stock held by Mr. Durban including shares received in connection with the distributions of shares of Class C Common Stock on June 4, 2026. The receipt of such shares of Class C Common Stock was exempt from reporting pursuant to Rule 16a-13 of the Exchange Act. Mr. Durban has filed a separate Form 4 reporting transactions in securities of the Issuer on June 4, 2026. 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 4, 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 $401.3700 to $402.0800 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 $402.9469 to $403.8212 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 $404.0000 to $404.9900 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 $405.0000 to $405.9930 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 $406.0000 to $406.9900 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 $407.0000 to $407.9926 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 $408.0000 to $408.9900 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 $409.0000 to $409.9908 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 $410.0155 to $410.9900 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 $411.0100 to $412.0000 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 $412.0100 to $412.9900 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 $413.0600 to $414.0500 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. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $414.0600 to $415.0500 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. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $415.0600 to $416.0100 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 $416.0800 to $417.0200 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 $417.1900 to $418.1800 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 $418.1900 to $419.1600 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 $419.1900 to $420.1800 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 $420.2000 to $421.0800 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 17,583,853 shares of Class B Common Stock, Silver Lake Partners IV, L.P. directly holds 18,050,707 shares of Class B Common Stock, Silver Lake Technology Investors IV, L.P. directly holds 265,585 shares of Class B Common Stock and Silver Lake Technology Investors V, L.P. directly holds 119,764 shares of Class B Common Stock, which securities are reported on separate Form 4 filings.
Shares sold 32,945 shares Aggregate Dell Class C shares sold on June 4, 2026
Shares converted 99,474 shares Class B converted into Class C on June 4, 2026
Sale price range $401.37–$421.08 per share Weighted-average ranges from multiple sale footnotes
Class C held 193,681 shares Class C Common Stock held by Silver Lake Partners V DE (AIV), L.P. after transactions
Class B held 9,770,825 shares Class B Common Stock held by Silver Lake Partners V DE (AIV), L.P. after transactions
Convertible Class B position 36,019,909 shares Indirect Class B shares convertible into Class C
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 4, 2026."
pecuniary interest financial
"shares of Class C Common Stock are held by entities in which Mr. Durban may be deemed to have an indirect pecuniary interest..."
convertible into one share financial
"Each share of Class B Common Stock ... is convertible into one share of Class C Common Stock at any time..."
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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 V DE (AIV), 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)
06/04/2026		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 Stock06/04/2026M(1)(2)99,474A(1)(2)193,681IHeld through Silver Lake Partners V DE (AIV), L.P.(3)(4)
Class C Common Stock06/04/2026S275D$401.89(10)193,406IHeld through Silver Lake Partners V DE (AIV), L.P.(3)(4)
Class C Common Stock06/04/2026S243D$403.33(11)193,164IHeld through Silver Lake Partners V DE (AIV), L.P.(3)(4)
Class C Common Stock06/04/2026S411D$404.68(12)192,752IHeld through Silver Lake Partners V DE (AIV), L.P.(3)(4)
Class C Common Stock06/04/2026S898D$405.54(13)191,855IHeld through Silver Lake Partners V DE (AIV), L.P.(3)(4)
Class C Common Stock06/04/2026S1,949D$406.58(14)189,905IHeld through Silver Lake Partners V DE (AIV), L.P.(3)(4)
Class C Common Stock06/04/2026S710D$407.44(15)189,195IHeld through Silver Lake Partners V DE (AIV), L.P.(3)(4)
Class C Common Stock06/04/2026S504D$408.4(16)188,691IHeld through Silver Lake Partners V DE (AIV), L.P.(3)(4)
Class C Common Stock06/04/2026S417D$409.49(17)188,274IHeld through Silver Lake Partners V DE (AIV), L.P.(3)(4)
Class C Common Stock06/04/2026S406D$410.57(18)187,869IHeld through Silver Lake Partners V DE (AIV), L.P.(3)(4)
Class C Common Stock06/04/2026S691D$411.82(19)187,178IHeld through Silver Lake Partners V DE (AIV), L.P.(3)(4)
Class C Common Stock06/04/2026S1,033D$412.59(20)186,145IHeld through Silver Lake Partners V DE (AIV), L.P.(3)(4)
Class C Common Stock06/04/2026S2,650D$413.81(21)183,495IHeld through Silver Lake Partners V DE (AIV), L.P.(3)(4)
Class C Common Stock06/04/2026S7,512D$414.51(22)175,983IHeld through Silver Lake Partners V DE (AIV), L.P.(3)(4)
Class C Common Stock06/04/2026S5,854D$415.58(23)170,129IHeld through Silver Lake Partners V DE (AIV), L.P.(3)(4)
Class C Common Stock06/04/2026S1,435D$416.46(24)168,694IHeld through Silver Lake Partners V DE (AIV), L.P.(3)(4)
Class C Common Stock06/04/2026S540D$417.81(25)168,154IHeld through Silver Lake Partners V DE (AIV), L.P.(3)(4)
Class C Common Stock06/04/2026S2,395D$418.68(26)165,759IHeld through Silver Lake Partners V DE (AIV), L.P.(3)(4)
Class C Common Stock06/04/2026S3,516D$419.81(27)162,242IHeld through Silver Lake Partners V DE (AIV), L.P.(3)(4)
Class C Common Stock06/04/2026S1,506D$420.59(28)160,736IHeld through Silver Lake Partners V DE (AIV), L.P.(3)(4)
Class C Common Stock7,501IHeld through Silver Lake Group, L.L.C.(4)(5)
Class C Common Stock4,610ISee footnote(6)
Class C Common Stock155,344ISee footnote(7)
Class C Common Stock1,313,489D(8)
Class C Common Stock47,035ISee footnote(9)
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)06/04/2026M(1)(2)99,474 (2) (2)Class C Common Stock99,474$09,770,825IHeld through Silver Lake Partners V DE (AIV), L.P.(3)(4)
Class B Common Stock(2) (2) (2)Class C Common Stock36,019,90936,019,909ISee footnote(29)
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 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 V, 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 V (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 4, 2026 and initiated in-kind distributions of shares of Class C Common Stock on June 4, 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 4, 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 V DE (AIV), L.P. The general partner of Silver Lake Partners V DE (AIV), L.P. is Silver Lake Technology Associates V, L.P. and the general partner of Silver Lake Technology Associates V, L.P. is SLTA V (GP), L.L.C.
4. Silver Lake Group, L.L.C. ("SLG") is the managing member of SLTA V (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 4, 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 4, 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, 20,747, 109,978 and 56 shares held by SLTA SPV-2, L.P., Silver Lake Technology Associates V, L.P., SLG and Silver Lake Secondary Holdings L.P., respectively, on behalf of such individuals, including shares distributed in the June 4, 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. Represents shares of Class C Common Stock held by Mr. Durban including shares received in connection with the distributions of shares of Class C Common Stock on June 4, 2026. The receipt of such shares of Class C Common Stock was exempt from reporting pursuant to Rule 16a-13 of the Exchange Act. Mr. Durban has filed a separate Form 4 reporting transactions in securities of the Issuer on June 4, 2026.
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 4, 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 $401.3700 to $402.0800 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 $402.9469 to $403.8212 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 $404.0000 to $404.9900 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 $405.0000 to $405.9930 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 $406.0000 to $406.9900 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 $407.0000 to $407.9926 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 $408.0000 to $408.9900 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 $409.0000 to $409.9908 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 $410.0155 to $410.9900 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 $411.0100 to $412.0000 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.
20. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $412.0100 to $412.9900 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 $413.0600 to $414.0500 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.
22. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $414.0600 to $415.0500 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.
23. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $415.0600 to $416.0100 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 $416.0800 to $417.0200 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 $417.1900 to $418.1800 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 $418.1900 to $419.1600 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 $419.1900 to $420.1800 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 $420.2000 to $421.0800 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 17,583,853 shares of Class B Common Stock, Silver Lake Partners IV, L.P. directly holds 18,050,707 shares of Class B Common Stock, Silver Lake Technology Investors IV, L.P. directly holds 265,585 shares of Class B Common Stock and Silver Lake Technology Investors V, L.P. directly holds 119,764 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 V (GP), L.L.C., gen. partner of Silver Lake Technology Associates V, L.P., general partner of Silver Lake Partners V DE (AIV), L.P.06/08/2026
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.06/08/2026
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.06/08/2026
By: /s/ Justin G. Hamill, Managing Director and Chief Legal Officer of Silver Lake Group, L.L.C.06/08/2026
By: /s/ Justin G. Hamill, Attorney-in-fact for Egon Durban06/08/2026
** 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 Dell (DELL) insider activity did Silver Lake report on June 4, 2026?

Silver Lake–affiliated entities reported selling 32,945 shares of Dell Class C Common Stock on June 4, 2026, in open-market transactions. They also converted 99,474 shares of Class B Common Stock into an equal number of Class C shares in connection with these sales and related distributions.

How many Dell (DELL) shares did Silver Lake funds sell and at what prices?

Silver Lake–affiliated entities sold 32,945 shares of Dell Class C Common Stock in multiple trades. Weighted average sale prices for different trade blocks ranged from about $401.37 to $421.08 per share, based on detailed price ranges disclosed across several transaction footnotes.

What share conversions did Silver Lake report for Dell (DELL) stock?

Certain Silver Lake reporting persons converted 99,474 shares of Dell Class B Common Stock into 99,474 shares of Class C Common Stock. The filing explains each Class B share is convertible one-for-one into Class C, and the conversions were tied to the reported sales and in-kind distributions.

What Dell (DELL) stake does Silver Lake Partners V DE (AIV), L.P. hold after these transactions?

After the June 4, 2026 activity, Silver Lake Partners V DE (AIV), L.P. holds 193,681 shares of Dell Class C Common Stock and 9,770,825 shares of Class B Common Stock. These holdings reflect both the reported open-market sales and the conversions between Dell’s Class B and Class C shares.

How large is Silver Lake’s remaining convertible Dell (DELL) position?

The derivative position summary shows an indirect holding of 36,019,909 shares of Dell Class B Common Stock. Each Class B share is convertible into one share of Class C Common Stock, so this block represents a sizeable potential Class C position if converted in the future.

What do the Dell (DELL) Form 4 footnotes say about in-kind distributions?

Footnotes describe that Silver Lake funds sold Dell Class C shares and initiated in-kind distributions of Class C shares on June 4, 2026. Recipients included reporting persons, employees, and managing members, with these receipt transactions noted as exempt from reporting under Rule 16a-13 of the Exchange Act.