SEC Form 4 · accession 0001193125-26-269791
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 StockF10,F3,F4 | Jun 10, 2026 | S | 2,871 | $391.03 | D | 81,667 | I | Held through Silver Lake Partners IV, L.P. |
| Class C Common StockF11,F3,F4 | Jun 10, 2026 | S | 3,537 | $391.85 | D | 78,130 | I | Held through Silver Lake Partners IV, L.P. |
| Class C Common StockF12,F3,F4 | Jun 10, 2026 | S | 4,981 | $393.15 | D | 73,150 | I | Held through Silver Lake Partners IV, L.P. |
| Class C Common StockF13,F3,F4 | Jun 10, 2026 | S | 8,655 | $394.12 | D | 64,495 | I | Held through Silver Lake Partners IV, L.P. |
| Class C Common StockF14,F3,F4 | Jun 10, 2026 | S | 8,449 | $395.00 | D | 56,045 | I | Held through Silver Lake Partners IV, L.P. |
| Class C Common StockF15,F3,F4 | Jun 10, 2026 | S | 7,386 | $396.09 | D | 48,660 | I | Held through Silver Lake Partners IV, L.P. |
| Class C Common StockF16,F3,F4 | Jun 10, 2026 | S | 4,014 | $397.11 | D | 44,645 | I | Held through Silver Lake Partners IV, L.P. |
| Class C Common StockF17,F3,F4 | Jun 10, 2026 | S | 6,157 | $398.07 | D | 38,488 | I | Held through Silver Lake Partners IV, L.P. |
| Class C Common StockF18,F3,F4 | Jun 10, 2026 | S | 896 | $398.73 | D | 37,592 | I | Held through Silver Lake Partners IV, L.P. |
| Class C Common StockF4,F5 | holding | — | — | — | 9,359 | I | Held through Silver Lake Group, L.L.C. | |
| Class C Common StockF6 | holding | — | — | — | 4,845 | I | See footnote | |
| Class C Common StockF7 | holding | — | — | — | 164,214 | I | See footnote | |
| Class C Common StockF8 | holding | — | — | — | 1,317,963 | D | ||
| Class C Common StockF9 | holding | — | — | — | 47,234 | I | See footnote | |
| Class C Common StockF19 | holding | — | — | — | 78,917 | I | See footnote |
Table II — derivative securities
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 10, 2026.
- F10The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $390.3900 to $391.3700 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 $391.4600 to $392.4000 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.
- F12The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $392.5600 to $393.5500 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 $393.5800 to $394.5600 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 $394.5800 to $395.5700 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 $395.5800 to $396.5750 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 $396.6150 to $397.6000 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 $397.6100 to $398.6000 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 $398.6100 to $398.8300 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.
- F19Following the transactions described in footnote (1), SL SPV-2, L.P. directly holds 49,369 shares of Class C Common Stock, Silver Lake Partners V DE (AIV), L.P. directly holds 29,548 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.
- 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 10, 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 described in footnote (1) above.
- F3These securities are directly held by Silver Lake Partners IV, L.P. The general partner of Silver Lake Partners IV, L.P. is Silver Lake Technology Associates IV, L.P. and the general partner of Silver Lake Technology Associates IV, L.P. is SLTA IV (GP), L.L.C.
- F4Silver Lake Group, L.L.C. ("SLG") is the managing member of SLTA IV (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.
- F6These shares of Class C Common Stock are held by entities in which Mr. Durban may be deemed to have an indirect pecuniary interest.
- F7This amount reflects 24,563, 24,932, 114,663 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 certain employees and managing members of SLG or its affiliates.
- F8Represents shares of Class C Common Stock held directly by Mr. Durban.
- F9Represents shares of Class C Common Stock beneficially owned indirectly by Mr. Durban through a trust for the benefit of certain family members.
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.