SEC Form 4 · accession 0001193125-26-264402
Dell Technologies Inc. · DELL
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class C Common StockF1,F2,F3,F4 | Jun 5, 2026 | M | 51,527 | — | A | 80,122 | I | Held through Silver Lake Partners V DE (AIV), L.P. |
| Class C Common StockF10,F3,F4 | Jun 5, 2026 | S | 1,627 | $395.39 | D | 78,495 | I | Held through Silver Lake Partners V DE (AIV), L.P. |
| Class C Common StockF11,F3,F4 | Jun 5, 2026 | S | 2,739 | $396.52 | D | 75,755 | I | Held through Silver Lake Partners V DE (AIV), L.P. |
| Class C Common StockF12,F3,F4 | Jun 5, 2026 | S | 1,374 | $397.52 | D | 74,381 | I | Held through Silver Lake Partners V DE (AIV), L.P. |
| Class C Common StockF13,F3,F4 | Jun 5, 2026 | S | 333 | $398.37 | D | 74,048 | I | Held through Silver Lake Partners V DE (AIV), L.P. |
| Class C Common StockF14,F3,F4 | Jun 5, 2026 | S | 2,841 | $400.36 | D | 71,207 | I | Held through Silver Lake Partners V DE (AIV), L.P. |
| Class C Common StockF15,F3,F4 | Jun 5, 2026 | S | 3,729 | $401.60 | D | 67,478 | I | Held through Silver Lake Partners V DE (AIV), L.P. |
| Class C Common StockF16,F3,F4 | Jun 5, 2026 | S | 5,523 | $402.49 | D | 61,955 | I | Held through Silver Lake Partners V DE (AIV), L.P. |
| Class C Common StockF17,F3,F4 | Jun 5, 2026 | S | 5,068 | $403.50 | D | 56,888 | I | Held through Silver Lake Partners V DE (AIV), L.P. |
| Class C Common StockF18,F3,F4 | Jun 5, 2026 | S | 4,523 | $404.44 | D | 52,364 | I | Held through Silver Lake Partners V DE (AIV), L.P. |
| Class C Common StockF19,F3,F4 | Jun 5, 2026 | S | 1,893 | $405.40 | D | 50,471 | I | Held through Silver Lake Partners V DE (AIV), L.P. |
| Class C Common StockF20,F3,F4 | Jun 5, 2026 | S | 1,318 | $406.56 | D | 49,153 | I | Held through Silver Lake Partners V DE (AIV), L.P. |
| Class C Common StockF21,F3,F4 | Jun 5, 2026 | S | 1,797 | $407.39 | D | 47,356 | I | Held through Silver Lake Partners V DE (AIV), L.P. |
| Class C Common StockF22,F3,F4 | Jun 5, 2026 | S | 1,302 | $408.59 | D | 46,053 | I | Held through Silver Lake Partners V DE (AIV), L.P. |
| Class C Common StockF23,F3,F4 | Jun 5, 2026 | S | 717 | $409.57 | D | 45,337 | I | Held through Silver Lake Partners V DE (AIV), L.P. |
| Class C Common StockF24,F3,F4 | Jun 5, 2026 | S | 441 | $410.50 | D | 44,895 | I | Held through Silver Lake Partners V DE (AIV), L.P. |
| Class C Common StockF25,F3,F4 | Jun 5, 2026 | S | 928 | $411.62 | D | 43,967 | I | Held through Silver Lake Partners V DE (AIV), L.P. |
| Class C Common StockF26,F3,F4 | Jun 5, 2026 | S | 583 | $412.35 | D | 43,384 | I | Held through Silver Lake Partners V DE (AIV), L.P. |
| Class C Common StockF4,F5 | holding | — | — | — | 7,501 | I | Held through Silver Lake Group, L.L.C. | |
| Class C Common StockF6 | holding | — | — | — | 4,610 | I | See footnote | |
| Class C Common StockF7 | holding | — | — | — | 155,344 | I | See footnote | |
| Class C Common StockF8 | holding | — | — | — | 1,313,489 | D | ||
| Class C Common StockF9 | holding | — | — | — | 47,035 | I | See footnote |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Class B Common StockF3,F4,F2 | — | Jun 5, 2026 | M | 51,527 | D | — | — | Class C Common Stock | 51,527 | 9,719,298 | I |
| Class B Common StockF27,F2 | — | holding | — | — | — | — | — | Class C Common Stock | 35,829,954 | 35,829,954 | I |
Explanation of responses
- F1Silver 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 5, 2026 and initiated in-kind distributions of shares of Class C Common Stock on June 5, 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.
- F10The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $395.0000 to $395.9700 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.
- F11The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $396.0000 to $396.9950 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.
- F12The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $397.0100 to $398.0000 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.
- F13The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $398.0800 to $398.7100 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.
- F14The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $400.0000 to $400.9800 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.
- F15The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $401.0000 to $401.9952 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.
- F16The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $402.0000 to $402.9900 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.
- F17The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $403.0000 to $403.9995 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.
- F18The 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.
- F19The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $405.0000 to $405.9900 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.
- F2Each 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 5, 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.
- F20The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $406.0025 to $407.0000 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.
- F21The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $407.0044 to $407.9800 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.
- F22The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $408.0400 to $409.0213 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.
- F23The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $409.0411 to $410.0397 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.
- F24The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $410.0532 to $411.0436 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.
- F25The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $411.0674 to $412.0523 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.
- F26The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $412.0632 to $412.7978 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.
- F27Following the transactions described in footnote (1), SL SPV-2, L.P. directly holds 17,491,123 shares of Class B Common Stock, Silver Lake Partners IV, L.P. directly holds 17,955,515 shares of Class B Common Stock, Silver Lake Technology Investors IV, L.P. directly holds 264,184 shares of Class B Common Stock and Silver Lake Technology Investors V, L.P. directly holds 119,132 shares of Class B Common Stock, which securities are reported on separate Form 4 filings.
- F3These 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.
- F4Silver 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.
- F5Reflects 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 5, 2026. The receipt of such shares of Class C Common Stock was exempt from reporting pursuant to Rule 16a-13 of the Exchange Act.
- F6These 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 5, 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.
- F7In 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 5, 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.
- F8Represents 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 5, 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 5, 2026.
- F9Represents 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 5, 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.
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.