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Dell investor Silver Lake sells 49,949 shares

Dell Technologies Inc. (DELL) disclosed that Silver Lake–affiliated reporting persons, primarily through SL SPV-2, L.P., exercised derivatives to convert 74,083 shares of Class B Common Stock into an equal number of Class C shares on September 8, 2026.

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

Rhea-AI Filing Summary

Dell Technologies Inc. (DELL) disclosed that Silver Lake–affiliated reporting persons, primarily through SL SPV-2, L.P., exercised derivatives to convert 74,083 shares of Class B Common Stock into an equal number of Class C shares on September 8, 2026. On the same date, they sold 49,949 shares of Class C Common Stock in multiple open-market transactions and disposed of 97,315 Class C shares in other in-kind distributions and restructurings related to broader Silver Lake vehicles. After these transactions, an affiliated entity continued to hold derivative interests in 26,280,952 Class B shares indirectly convertible into Class C, and Egon Durban held 1,398,935 Class C shares directly, with additional indirect interests through Silver Lake entities and family-related vehicles. No Rule 10b5-1 trading plan is reported, and many distributions and receipts of shares are described as exempt from reporting under Rule 16a-13 of the Exchange Act.

Positive

  • None.

Negative

  • None.
Insider SL SPV-2, L.P., SLTA SPV-2, L.P., SLTA SPV-2 (GP), L.L.C., Silver Lake Group, L.L.C., Durban Egon
Role Director, 10% Owner | Director, 10% Owner | Director, 10% Owner | Director, 10% Owner | Director
Sold 49,949 shs ($26.33M)
Approx. gross sale proceeds $26.33M
Type Security Shares Price Value
Exercise Class B Common Stock F2, F1, F3, F4 74,083 $0.00 $0.00
Exercise Class C Common Stock F1, F2, F3, F4 74,083 -- --
Sale Class C Common Stock F10, F3, F4 703 $516.27 $363K
Sale Class C Common Stock F11, F3, F4 2,662 $517.42 $1.38M
Sale Class C Common Stock F12, F3, F4 2,326 $518.36 $1.21M
Sale Class C Common Stock F13, F3, F4 1,428 $519.31 $742K
Sale Class C Common Stock F14, F3, F4 736 $520.47 $383K
Sale Class C Common Stock F15, F3, F4 2,225 $521.71 $1.16M
Sale Class C Common Stock F16, F3, F4 1,490 $522.65 $779K
Sale Class C Common Stock F17, F3, F4 2,273 $523.81 $1.19M
Sale Class C Common Stock F18, F3, F4 2,676 $524.63 $1.40M
Sale Class C Common Stock F19, F3, F4 3,608 $525.75 $1.90M
Sale Class C Common Stock F20, F3, F4 2,906 $526.68 $1.53M
Sale Class C Common Stock F21, F3, F4 4,555 $527.70 $2.40M
Sale Class C Common Stock F22, F3, F4 3,027 $528.68 $1.60M
Sale Class C Common Stock F23, F3, F4 5,412 $529.83 $2.87M
Sale Class C Common Stock F24, F3, F4 2,260 $530.66 $1.20M
Sale Class C Common Stock F25, F3, F4 3,873 $531.92 $2.06M
Sale Class C Common Stock F26, F3, F4 1,869 $532.85 $996K
Sale Class C Common Stock F27, F3, F4 1,685 $533.85 $900K
Sale Class C Common Stock F28, F3, F4 1,710 $534.94 $915K
Sale Class C Common Stock F29, F3, F4 1,397 $535.73 $748K
Sale Class C Common Stock F30, F3, F4 1,128 $536.40 $605K
Other Class C Common Stock F1, F3, F4 97,315 -- --
holding Class B Common Stock F2, F32 -- -- --
holding Class C Common Stock F4, F5 -- -- --
holding Class C Common Stock F6 -- -- --
holding Class C Common Stock F7 -- -- --
holding Class C Common Stock F8 -- -- --
holding Class C Common Stock F9 -- -- --
holding Class C Common Stock F31 -- -- --
Holdings After Transaction: Class B Common Stock — 16,383,250 contracts (Indirect, Held through SL SPV-2, L.P.); Class C Common Stock — 24,134 shares (Indirect, Held through SL SPV-2, L.P.); Class B Common Stock — 26,280,952 contracts (Indirect, See footnote); Class C Common Stock — 2,562 shares (Indirect, Held through Silver Lake Group, L.L.C.); Class C Common Stock — 300,982 shares (Indirect, See footnote); Class C Common Stock — 1,398,935 shares (Direct)
Footnotes (32)
  1. F1. 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 September 8, 2026 and initiated in-kind distributions of shares of Class C Common Stock on September 8, 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. F2. 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 September 8, 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. F3. These securities are held by SL SPV-2, L.P. The general partner of SL SPV-2, L.P. is SLTA SPV-2, L.P. and the general partner of SLTA SPV-2, L.P. is SLTA SPV-2 (GP), L.L.C.
  4. F4. Silver Lake Group, L.L.C. ("SLG") is the managing member of SLTA SPV-2 (GP), L.L.C. Egon Durban, who serves as a director of the Issuer, also serves as the CEO and a Managing Member of SLG. Each of the Reporting Persons may be deemed a director by deputization of the Issuer.
  5. F5. Reflects shares of Class C Common Stock held by SLG, including shares received in connection with the distribution of shares of Class C Common Stock described herein on September 8, 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. F6. 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 September 8, 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. F7. 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 38,913, 123,469, 33,939 and 18,311 shares held by SLTA SPV-2, L.P., Silver Lake Technology Associates IV, L.P., Silver Lake Technology Associates V, L.P. and SLG, respectively, on behalf of such individuals, including shares distributed in the September 8, 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. F8. Represents shares of Class C Common Stock held directly by Mr. Durban, including shares received by Mr. Durban in connection with the distribution of shares of Class C Common Stock on September 8, 2026. The deemed 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 September 8, 2026.
  9. F9. 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 September 8, 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. F10. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $515.8700 to $516.6300 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. F11. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $516.9351 to $517.9300 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. F12. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $517.9400 to $518.9300 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. F13. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $518.9400 to $519.8700 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. F14. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $519.9900 to $520.9600 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. F15. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $521.1960 to $522.1952 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. F16. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $522.1979 to $523.1700 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. F17. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $523.2000 to $524.1998 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. F18. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $524.2092 to $525.1921 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. F19. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $525.2148 to $526.2100 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. F20. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $526.2200 to $527.2100 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. F21. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $527.2200 to $528.2100 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. F22. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $528.2300 to $529.2000 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. F23. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $529.2800 to $530.2600 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. F24. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $530.3000 to $531.2700 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. F25. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $531.4200 to $532.4000 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. F26. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $532.4200 to $533.3900 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. F27. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $533.4900 to $534.4800 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. F28. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $534.4900 to $535.4100 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. F29. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $535.5000 to $536.0000 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.
  30. F30. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $536.0400 to $537.0000 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.
  31. F31. Following the transactions described in footnote (1), Silver Lake Partners IV, L.P. directly holds 21,317 shares of Class C Common Stock, Silver Lake Partners V DE (AIV), L.P. directly holds 12,470 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 transactions are reported on separate Form 4 filings.
  32. F32. Following the transactions described in footnote (1), Silver Lake Partners IV, L.P. directly holds 16,818,228 shares of Class B Common Stock, Silver Lake Partners V DE (AIV), L.P. directly holds 9,103,686 shares of Class B Common Stock, Silver Lake Technology Investors IV, L.P. directly holds 247,451 shares of Class B Common Stock and Silver Lake Technology Investors V, L.P. directly holds 111,587 shares of Class B Common Stock, which securities and transactions are reported on separate Form 4 filings.
Class C shares sold 49,949 shares Total Dell Class C Common Stock sold on September 8, 2026 by Silver Lake–affiliated entities
Derivative conversion 74,083 shares Class B Dell shares converted into 74,083 Class C shares on September 8, 2026
Restructuring disposition 97,315 shares Class C shares disposed of in an “other” transaction linked to in-kind distributions
Post-transaction derivative Class B position 26,280,952 shares Class B Common Stock indirectly held, each convertible into one Class C share
Post-conversion Class B holding in SL SPV-2, L.P. 16,383,250 shares Class B Common Stock indirectly held through SL SPV-2, L.P. following the 74,083-share conversion transaction
Director’s direct Class C holdings 1,398,935 shares Class C Common Stock held directly by Egon Durban after the September 8, 2026 distributions
Example sale price range $515.87–$516.63 per share Weighted average price range for one sale block of Dell Class C shares (footnote F10)
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"
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"
director by deputization regulatory
"Each of the Reporting Persons may be deemed a director by deputization of the Issuer"
pecuniary interest financial
"each Reporting Person disclaims beneficial ownership ... except to the extent of such Reporting Person's pecuniary interest"

FAQ

What did the Silver Lake–affiliated reporting persons do in this Dell (DELL) Form 4?
They converted 74,083 Class B Dell shares into 74,083 Class C shares and on September 8, 2026 sold 49,949 Class C shares in multiple open-market transactions, plus disposed of 97,315 Class C shares through other in-kind distributions and restructurings.

Were the Dell (DELL) share sales under a Rule 10b5-1 trading plan?
No. The filing’s Rule 10b5-1 checkbox is not checked, and the footnotes describe sales and in-kind distributions, but do not state that they were made pursuant to a Rule 10b5-1 or similar pre-arranged trading plan.

How many Dell (DELL) Class B shares remain indirectly held as derivatives after these transactions?
After the September 8, 2026 transactions, a Silver Lake–affiliated entity indirectly holds 26,280,952 shares of Class B Common Stock, each convertible into one share of Class C Common Stock with no expiration date, according to the derivative position summary.

What Dell (DELL) holdings does Egon Durban report in this Form 4?
Egon Durban is reported as directly holding 1,398,935 shares of Class C Common Stock. He also has indirect pecuniary interests in additional Class C shares through Silver Lake Group, L.L.C., certain affiliated entities, and a family trust, as described in the footnotes.

At what prices were the Dell (DELL) Class C shares sold by the Silver Lake entities?
The 49,949 Class C shares were sold in numerous trades at weighted average prices per block, with ranges such as $515.87–$516.63 per share and up to $536.04–$537.00 per share, as detailed in the transaction-specific footnotes.

What is the restructuring or in-kind distribution reported in this Dell (DELL) Form 4?
One transaction disposes of 97,315 Class C shares coded as an “other acquisition or disposition,” tied to in-kind distributions of Class C shares on September 8, 2026 by various Silver Lake funds and affiliates, as explained in the footnotes.

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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*
SL SPV-2, 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)
09/08/2026		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 Stock09/08/2026M(1)(2)74,083A(1)(2)171,398IHeld through SL SPV-2, L.P.(3)(4)
Class C Common Stock09/08/2026S703D$516.27(10)170,695IHeld through SL SPV-2, L.P.(3)(4)
Class C Common Stock09/08/2026S2,662D$517.42(11)168,033IHeld through SL SPV-2, L.P.(3)(4)
Class C Common Stock09/08/2026S2,326D$518.36(12)165,707IHeld through SL SPV-2, L.P.(3)(4)
Class C Common Stock09/08/2026S1,428D$519.31(13)164,279IHeld through SL SPV-2, L.P.(3)(4)
Class C Common Stock09/08/2026S736D$520.47(14)163,543IHeld through SL SPV-2, L.P.(3)(4)
Class C Common Stock09/08/2026S2,225D$521.71(15)161,318IHeld through SL SPV-2, L.P.(3)(4)
Class C Common Stock09/08/2026S1,490D$522.65(16)159,828IHeld through SL SPV-2, L.P.(3)(4)
Class C Common Stock09/08/2026S2,273D$523.81(17)157,555IHeld through SL SPV-2, L.P.(3)(4)
Class C Common Stock09/08/2026S2,676D$524.63(18)154,879IHeld through SL SPV-2, L.P.(3)(4)
Class C Common Stock09/08/2026S3,608D$525.75(19)151,272IHeld through SL SPV-2, L.P.(3)(4)
Class C Common Stock09/08/2026S2,906D$526.68(20)148,366IHeld through SL SPV-2, L.P.(3)(4)
Class C Common Stock09/08/2026S4,555D$527.7(21)143,811IHeld through SL SPV-2, L.P.(3)(4)
Class C Common Stock09/08/2026S3,027D$528.68(22)140,784IHeld through SL SPV-2, L.P.(3)(4)
Class C Common Stock09/08/2026S5,412D$529.83(23)135,372IHeld through SL SPV-2, L.P.(3)(4)
Class C Common Stock09/08/2026S2,260D$530.66(24)133,112IHeld through SL SPV-2, L.P.(3)(4)
Class C Common Stock09/08/2026S3,873D$531.92(25)129,238IHeld through SL SPV-2, L.P.(3)(4)
Class C Common Stock09/08/2026S1,869D$532.85(26)127,369IHeld through SL SPV-2, L.P.(3)(4)
Class C Common Stock09/08/2026S1,685D$533.85(27)125,684IHeld through SL SPV-2, L.P.(3)(4)
Class C Common Stock09/08/2026S1,710D$534.94(28)123,974IHeld through SL SPV-2, L.P.(3)(4)
Class C Common Stock09/08/2026S1,397D$535.73(29)122,577IHeld through SL SPV-2, L.P.(3)(4)
Class C Common Stock09/08/2026S1,128D$536.4(30)121,449IHeld through SL SPV-2, L.P.(3)(4)
Class C Common Stock09/08/2026J(1)97,315D(1)24,134IHeld through SL SPV-2, L.P.(3)(4)
Class C Common Stock2,562IHeld through Silver Lake Group, L.L.C.(4)(5)
Class C Common Stock1,390ISee footnote(6)
Class C Common Stock214,632ISee footnote(7)
Class C Common Stock1,398,935D(8)
Class C Common Stock51,173ISee footnote(9)
Class C Common Stock33,787ISee footnote(31)
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)09/08/2026M(1)(2)74,083 (2) (2)Class C Common Stock74,083$016,383,250IHeld through SL SPV-2, L.P.(3)(4)
Class B Common Stock(2) (2) (2)Class C Common Stock26,280,95226,280,952ISee footnote(32)
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 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 SPV-2, 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 SPV-2 (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 September 8, 2026 and initiated in-kind distributions of shares of Class C Common Stock on September 8, 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 September 8, 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 held by SL SPV-2, L.P. The general partner of SL SPV-2, L.P. is SLTA SPV-2, L.P. and the general partner of SLTA SPV-2, L.P. is SLTA SPV-2 (GP), L.L.C.
4. Silver Lake Group, L.L.C. ("SLG") is the managing member of SLTA SPV-2 (GP), L.L.C. Egon Durban, who serves as a director of the Issuer, also serves as the CEO and a 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, including shares received in connection with the distribution of shares of Class C Common Stock described herein on September 8, 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 September 8, 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 38,913, 123,469, 33,939 and 18,311 shares held by SLTA SPV-2, L.P., Silver Lake Technology Associates IV, L.P., Silver Lake Technology Associates V, L.P. and SLG, respectively, on behalf of such individuals, including shares distributed in the September 8, 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 directly by Mr. Durban, including shares received by Mr. Durban in connection with the distribution of shares of Class C Common Stock on September 8, 2026. The deemed 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 September 8, 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 September 8, 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 $515.8700 to $516.6300 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 $516.9351 to $517.9300 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 $517.9400 to $518.9300 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 $518.9400 to $519.8700 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 $519.9900 to $520.9600 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 $521.1960 to $522.1952 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 $522.1979 to $523.1700 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 $523.2000 to $524.1998 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 $524.2092 to $525.1921 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 $525.2148 to $526.2100 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 $526.2200 to $527.2100 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 $527.2200 to $528.2100 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 $528.2300 to $529.2000 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 $529.2800 to $530.2600 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 $530.3000 to $531.2700 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 $531.4200 to $532.4000 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 $532.4200 to $533.3900 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 $533.4900 to $534.4800 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 $534.4900 to $535.4100 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. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $535.5000 to $536.0000 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.
30. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $536.0400 to $537.0000 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.
31. Following the transactions described in footnote (1), Silver Lake Partners IV, L.P. directly holds 21,317 shares of Class C Common Stock, Silver Lake Partners V DE (AIV), L.P. directly holds 12,470 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 transactions are reported on separate Form 4 filings.
32. Following the transactions described in footnote (1), Silver Lake Partners IV, L.P. directly holds 16,818,228 shares of Class B Common Stock, Silver Lake Partners V DE (AIV), L.P. directly holds 9,103,686 shares of Class B Common Stock, Silver Lake Technology Investors IV, L.P. directly holds 247,451 shares of Class B Common Stock and Silver Lake Technology Investors V, L.P. directly holds 111,587 shares of Class B Common Stock, which securities and transactions 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, 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.09/10/2026
By: /s/ Justin G. Hamill, 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.09/10/2026
By: /s/ Justin G. Hamill, Chief Legal Officer of Silver Lake Group, L.L.C., managing member of SLTA SPV-2 (GP), L.L.C.09/10/2026
By: /s/ Justin G. Hamill, Chief Legal Officer of Silver Lake Group, L.L.C.09/10/2026
By: /s/ Justin G. Hamill, Attorney-in-fact for Egon Durban09/10/2026
** 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

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