STOCK TITAN

Dell investor Silver Lake holds 6.7% stake

Silver Lake–affiliated funds report a 6.7% economic stake and 12.1% voting power in Dell common stock, after recent Class B to Class C conversions, sales, and share distributions.

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Form Type
SCHEDULE 13D/A

Rhea-AI Filing Summary

Dell Technologies Inc. (DELL) is the subject of this Amendment No. 15 to a Schedule 13D, in which a group of Silver Lake investment entities updates its ownership in Dell’s Class C common stock. As of September 9, 2026, the reporting group may be deemed to beneficially own 42,809,317 Class C shares, representing 6.7% of Dell’s total outstanding common stock, based on 635,812,750 common shares outstanding. Because this stake includes 42,478,400 Class B shares that are convertible into Class C on a one-for-one basis, it represents approximately 11.9% of the issued and outstanding Class C shares under Rule 13d-3. The filing also states that these holdings correspond to about 12.1% of the combined voting power of Dell’s common stock, reflecting the 10-votes-per-share structure of Class A and Class B stock compared with one vote per share for Class C. During the 60 days ending September 9, 2026, certain reporting persons converted an aggregate of 1,156,821 Class B shares into Class C and sold an aggregate of 810,000 Class C shares, and on September 8, 2026 they distributed 233,098 Class C shares to certain direct and indirect equity holders.

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Beneficially owned Class C shares 42,809,317 shares Shares of Dell Class C common stock the reporting persons may be deemed to beneficially own as of September 9, 2026
Ownership of total common stock 6.7% Percentage of Dell’s total outstanding common stock represented by 42,809,317 shares, based on 635,812,750 shares outstanding
Ownership of Class C common stock 11.9% Percentage of issued and outstanding Class C shares under Rule 13d-3 that the reporting persons may be deemed to beneficially own
Combined voting power 12.1% Approximate share of the combined voting power of Dell’s common stock attributable to the reporting persons’ holdings
Dell common shares outstanding 635,812,750 shares Total common stock outstanding in the aggregate as of September 9, 2026
Class B shares held by reporting persons 42,478,400 shares Class B common shares held and treated as convertible into an equal number of Class C shares
Recent B-to-C conversions 1,156,821 shares Aggregate Class B shares converted into Class C during the 60 days ending September 9, 2026
Recent Class C sales 810,000 shares Aggregate Dell Class C shares sold by certain reporting persons during the same 60-day period
beneficially own regulatory
"the Reporting Persons may be deemed to beneficially own an aggregate of 42,809,317 shares"
Beneficially own means having the economic rights and risks of a security—such as the right to receive dividends, sell the shares, or profit from price changes—whether or not your name appears on the official share register. Think of it like renting a car: you use it and reap the benefits even if the title lists someone else. Investors care because beneficial ownership determines who truly controls value, must be disclosed under securities rules, and can signal potential influence or trading activity that affects a stock’s price.
Schedule 13D regulatory
"This Amendment No. 15 ... amends the initially filed on Schedule 13D"
A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.
Class B Common Stock financial
"Class B Common Stock is entitled to 10 votes per share of Class B Common Stock"
A class B common stock is one of multiple types of a company’s ordinary shares that carries specific rights—often different voting power or dividend priority—compared with other classes. For investors it matters because those differences affect how much influence you have over company decisions, the income you might receive, and how freely the shares trade; think of it like owning a car with different keys: some keys let you start the engine and open the trunk, others only unlock the door.
combined voting power financial
"is entitled to approximately 12.1% of the combined voting power of the common stock"
Rule 13d-3 regulatory
"representing approximately 11.9% of the issued and outstanding shares ... calculated on the basis of Rule 13d-3"
Rule 13d-3 defines who is treated as the beneficial owner of a company’s shares for U.S. securities disclosure rules — essentially anyone who has the power to vote or direct how shares are voted, or the power to buy or sell them, even if they don’t hold the certificates. For investors this matters because crossing certain ownership thresholds triggers public filing and disclosure obligations and signals potential control or influence, much like having the keys to a car implies you can drive it even if it’s registered to someone else.
amended and restated certificate of incorporation regulatory
"Subject to the terms of the Issuer's amended and restated certificate of incorporation"
A company’s amended and restated certificate of incorporation is an updated version of its foundational legal charter that replaces the older document and folds in all changes into one clear copy; it spells out corporate structure, classes of stock, shareholder rights and key governance rules. Investors care because it can change who controls the company, how votes are counted, what claims shareholders have on assets or dividends, and can introduce or remove protections against takeovers—like updating a house title after a major renovation to show who owns what and under what rules.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What percentage of Dell (DELL) does the Silver Lake group report owning in this Schedule 13D/A?

The reporting persons may be deemed to beneficially own 42,809,317 Class C shares, representing about 6.7% of Dell’s total outstanding common stock, based on 635,812,750 common shares outstanding as of September 9, 2026.

How much voting power in Dell (DELL) does the Silver Lake group report?

The filing states that the 42,809,317 Class C shares beneficially owned by the reporting persons are entitled to approximately 12.1% of the combined voting power of Dell’s common stock, reflecting the multi-class voting structure.

What portion of Dell’s Class C stock does Silver Lake’s stake represent?

On a Rule 13d-3 basis, assuming conversion of Class B into Class C, the reporting persons’ 42,809,317 shares represent approximately 11.9% of the issued and outstanding Class C common stock, based on 316,590,009 Class C shares outstanding as of September 9, 2026.

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

During the 60-day period ending September 9, 2026, certain reporting persons converted an aggregate of 1,156,821 Class B shares into Class C shares on September 3, 4, 8, and 9, 2026. Class B shares are convertible into an equal number of Class C shares at any time.

How many Dell (DELL) shares did the Silver Lake group sell and distribute recently?

Over the 60 days ending September 9, 2026, reporting persons sold an aggregate of 810,000 Class C shares and, on September 8, 2026, initiated distributions totaling 233,098 Class C shares to certain direct and indirect equity holders.

What is Dell’s common stock share count by class as referenced in this filing?

The filing cites an aggregate of 635,812,750 common shares outstanding, including 276,744,341 Class A shares, 42,478,400 Class B shares, and 316,590,009 Class C shares as of September 9, 2026.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Learn about SEC filing dates





24703L202

(CUSIP Number)
Justin G. Hamill, Esq
c/o Silver Lake 55 Hudson Yards, 550 West 34th Street, 40th Floor
New York, NY, 10001
212-981-5600


Kenneth B. Wallach, Esq.
Simpson Thacher & Bartlett LLP, 425 Lexington Avenue
New York, NY, 10017
212-455-2000


Hui Lin, Esq.
Simpson Thacher & Bartlett LLP, 425 Lexington Avenue
New York, NY, 10017
212-455-2000


Jessica Asrat, Esq
Simpson Thacher & Bartlett LLP, 425 Lexington Avenue
New York, NY, 10017
212-455-2000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
09/09/2026

(Date of Event Which Requires Filing of This Statement)


If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).




schemaVersion:


SCHEDULE 13D






SCHEDULE 13D






SCHEDULE 13D






SCHEDULE 13D






SCHEDULE 13D




Comment for Type of Reporting Person:
The above beneficial ownership reflects less than 0.1% of the outstanding shares of Class C Common Stock outstanding. See Item 5.


SCHEDULE 13D






SCHEDULE 13D






SCHEDULE 13D






SCHEDULE 13D




Comment for Type of Reporting Person:
The above beneficial ownership reflects less than 0.1% of the outstanding shares of Class C Common Stock outstanding. See Item 5.


SCHEDULE 13D






SCHEDULE 13D






SCHEDULE 13D






SCHEDULE 13D


SL SPV-2, L.P.
Signature:/s/ Justin G. Hamill
Name/Title:Justin G. Hamill, Chief Legal Officer of Silver Lake Group, L.L.C., See Exhibit 99.1
Date:09/11/2026
SLTA SPV-2, L.P.
Signature:/s/ Justin G. Hamill
Name/Title:Justin G. Hamill, Chief Legal Officer of Silver Lake Group, L.L.C., See Exhibit 99.1
Date:09/11/2026
SLTA SPV-2 (GP), L.L.C.
Signature:/s/ Justin G. Hamill
Name/Title:Justin G. Hamill, Chief Legal Officer of Silver Lake Group, L.L.C., See Exhibit 99.1
Date:09/11/2026
Silver Lake Partners IV, L.P.
Signature:/s/ Justin G. Hamill
Name/Title:Justin G. Hamill, Chief Legal Officer of Silver Lake Group, L.L.C., See Exhibit 99.1
Date:09/11/2026
Silver Lake Technology Investors IV, L.P.
Signature:/s/ Justin G. Hamill
Name/Title:Justin G. Hamill, Chief Legal Officer of Silver Lake Group, L.L.C., See Exhibit 99.1
Date:09/11/2026
Silver Lake Technology Associates IV, L.P.
Signature:/s/ Justin G. Hamill
Name/Title:Justin G. Hamill, Chief Legal Officer of Silver Lake Group, L.L.C., See Exhibit 99.1
Date:09/11/2026
SLTA IV (GP), L.L.C.
Signature:/s/ Justin G. Hamill
Name/Title:Justin G. Hamill, Chief Legal Officer of Silver Lake Group, L.L.C., See Exhibit 99.1
Date:09/11/2026
Silver Lake Partners V DE (AIV), L.P.
Signature:/s/ Justin G. Hamill
Name/Title:Justin G. Hamill, Chief Legal Officer of Silver Lake Group, L.L.C., See Exhibit 99.1
Date:09/11/2026
Silver Lake Technology Investors V, L.P.
Signature:/s/ Justin G. Hamill
Name/Title:Justin G. Hamill, Chief Legal Officer of Silver Lake Group, L.L.C., See Exhibit 99.1
Date:09/11/2026
Silver Lake Technology Associates V, L.P.
Signature:/s/ Justin G. Hamill
Name/Title:Justin G. Hamill, Chief Legal Officer of Silver Lake Group, L.L.C., See Exhibit 99.1
Date:09/11/2026
SLTA V (GP), L.L.C.
Signature:/s/ Justin G. Hamill
Name/Title:Justin G. Hamill, Chief Legal Officer of Silver Lake Group, L.L.C., See Exhibit 99.1
Date:09/11/2026
Silver Lake Group, L.L.C.
Signature:/s/ Justin G. Hamill
Name/Title:Justin G. Hamill, Chief Legal Officer of Silver Lake Group, L.L.C., See Exhibit 99.1
Date:09/11/2026

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