Michael Dell reports 45.7% stake in Dell

Dell Technologies Inc. received an updated ownership report from its founder, Michael S. Dell, covering Class C common stock on an as-converted basis.

Accepted by SEC EDGAR 02/06/2026 - 04:40 PM EST Learn about SEC filing dates

Rhea-AI Filing Summary

Dell Technologies Inc. received an updated ownership report from its founder, Michael S. Dell, covering Class C common stock on an as-converted basis. Michael S. Dell reports beneficial ownership of 265,674,689 shares, representing 45.7% of the Class C common stock.

The reported amount includes 246,834,081 shares of Class A common stock, 16,158,273 shares of Class C common stock held directly, and 2,682,335 Class C shares held by the Michael & Susan Dell Foundation, with each Class A share convertible into one Class C share. He has sole voting and dispositive power over these shares, while shares beneficially owned by the Susan Lieberman Dell Separate Property Trust and Susan L. Dell are explicitly excluded.

FAQ

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

How many Dell (DELL) shares does Michael S. Dell beneficially own in this Schedule 13G/A?

Michael S. Dell reports beneficial ownership of 265,674,689 Dell shares on an as-converted Class C basis. This total combines Class A and Class C shares held directly and through the Michael & Susan Dell Foundation, reflecting his significant economic and voting interest in the company.

What percentage of Dell (DELL) Class C common stock does Michael S. Dell hold?

Michael S. Dell reports beneficial ownership of 45.7% of Dell’s Class C common stock. This percentage is calculated against 333,917,807 Class C shares outstanding as of December 2, 2025, assuming conversion of his Class A shares into Class C shares.

How are Michael S. Dell’s Dell (DELL) holdings structured between Class A and Class C shares?

His reported holdings include 246,834,081 Class A shares and 16,158,273 Class C shares held of record. He also reports 2,682,335 Class C shares held by the Michael & Susan Dell Foundation, with each Class A share convertible into one Class C share.

Does Michael S. Dell have sole voting and dispositive power over his Dell (DELL) shares?

Yes. The filing states that Michael S. Dell has sole voting power and sole dispositive power over 265,674,689 shares. He reports no shared voting or dispositive power over Dell Class C common stock in this Schedule 13G/A amendment.

Are any Dell (DELL) shares excluded from Michael S. Dell’s reported beneficial ownership?

Yes. The report states it excludes 29,890,896 Class A shares and 1,380,000 Class C shares beneficially owned by the Susan Lieberman Dell Separate Property Trust and Susan L. Dell. These holdings are not included in Michael S. Dell’s reported totals.

What reference outstanding share count is used to calculate Michael S. Dell’s 45.7% stake in Dell (DELL)?

The 45.7% figure is based on 333,917,807 shares of Dell Class C common stock outstanding as of December 2, 2025. This figure comes from the company’s Form 10-Q filed on December 9, 2025, and assumes conversion of his Class A shares.

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

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 7)

Dell Technologies Inc.

(Name of Issuer)

Class C Common Stock, par value $0.01 per share

(Title of Class of Securities)

24703L202

(CUSIP Number)

12/31/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. 24703L202

1

Names of Reporting Persons

Michael S. Dell

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 265,674,689.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 265,674,689.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

265,674,689.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

45.7 %

12

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person: Rows 5 through 9 reflect (a) 246,834,081 shares of Class A common stock of the Issuer (the "Class A Common Stock") and (b) 16,158,273 shares of Class C common stock of the Issuer (the "Class C Common Stock") held of record by the reporting person plus (c) 2,682,335 shares of Class C Common Stock held by the Michael & Susan Dell Foundation. Each share of Class A Common Stock is convertible into an equal number of shares of Class C Common Stock at any time. Assumes the conversion of the Class A Common Stock referred to above into shares of Class C Common Stock. The percentage in row 11 is based on 333,917,807 shares of Class C Common Stock issued and outstanding as of December 2, 2025, as disclosed in the Issuer's Quarterly Report on Form 10-Q, filed on December 9, 2025. Assumes the conversion of the Class A Common Stock referred to above into shares of Class C Common Stock.

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Dell Technologies Inc.
(b)	Address of issuer's principal executive offices: One Dell Way, Round Rock, Texas, 78682
Item 2.
(a)	Name of person filing: This Amendment No. 7 to Schedule 13G is being filed by Michael S. Dell (the "Reporting Person"). The shares of Class A common stock, par value $0.01 per share (the "Class A Common Stock"), of the Issuer and the shares of Class C common stock, par value $0.01 per share (the "Class C Common Stock"), of the Issuer reflected in Item 4 exclude in each case 29,890,896 shares of Class A Common Stock and 1,380,000 shares of Class C Common Stock beneficially owned by Susan Lieberman Dell Separate Property Trust and Susan L. Dell, which the Reporting Person may be deemed to beneficially own.
(b)	Address or principal business office or, if none, residence: The address of the principal business office of the Reporting Person is One Dell Way, Round Rock, Texas 78682.
(c)	Citizenship: The Reporting Person is a citizen of the United States.
(d)	Title of class of securities: Class C Common Stock, par value $0.01 per share
(e)	CUSIP No.: 24703L202
Item 4.	Ownership
(a)	Amount beneficially owned: 265,674,689 Amount beneficially owned includes (a) 246,834,081 shares of Class A Common Stock and (b) 16,158,273 shares of Class C Common Stock held of record by the reporting person plus (c) 2,682,335 shares of Class C Common Stock held by the Michael & Susan Dell Foundation.. Each share of Class A Common Stock is convertible into an equal number of shares of Class C Common Stock at any time. Assumes the conversion of the Class A Common Stock referred to above into shares of Class C Common Stock.
(b)	Percent of class: 45.7% The percentage of class is based on 333,917,807 shares of Class C Common Stock issued and outstanding as of December 2, 2025, as disclosed in the Issuer's Quarterly Report on Form 10-Q, filed on December 9, 2025. Assumes the conversion of the Class A Common Stock referred to in Item 4(a) into shares of Class C Common Stock.
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 265,674,689
	(ii) Shared power to vote or to direct the vote: 0
	(iii) Sole power to dispose or to direct the disposition of: 265,674,689
	(iv) Shared power to dispose or to direct the disposition of: 0

Item 10.	Certifications:
	Not Applicable

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Michael S. Dell

Signature:	/s/ James Williamson
Name/Title:	James Williamson, Attorney-in-Fact
Date:	02/06/2026