SEC Form 4 · accession 0001193125-26-271380
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 11, 2026 | M | 44,491 | — | A | 74,039 | I | Held through Silver Lake Partners V DE (AIV), L.P. |
| Class C Common StockF10,F3,F4 | Jun 11, 2026 | S | 732 | $370.40 | D | 73,307 | I | Held through Silver Lake Partners V DE (AIV), L.P. |
| Class C Common StockF11,F3,F4 | Jun 11, 2026 | S | 451 | $371.55 | D | 72,856 | I | Held through Silver Lake Partners V DE (AIV), L.P. |
| Class C Common StockF12,F3,F4 | Jun 11, 2026 | S | 868 | $372.60 | D | 71,988 | I | Held through Silver Lake Partners V DE (AIV), L.P. |
| Class C Common StockF13,F3,F4 | Jun 11, 2026 | S | 1,612 | $373.59 | D | 70,376 | I | Held through Silver Lake Partners V DE (AIV), L.P. |
| Class C Common StockF14,F3,F4 | Jun 11, 2026 | S | 2,260 | $374.68 | D | 68,116 | I | Held through Silver Lake Partners V DE (AIV), L.P. |
| Class C Common StockF15,F3,F4 | Jun 11, 2026 | S | 1,296 | $375.60 | D | 66,819 | I | Held through Silver Lake Partners V DE (AIV), L.P. |
| Class C Common StockF16,F3,F4 | Jun 11, 2026 | S | 2,279 | $376.66 | D | 64,540 | I | Held through Silver Lake Partners V DE (AIV), L.P. |
| Class C Common StockF17,F3,F4 | Jun 11, 2026 | S | 2,802 | $377.76 | D | 61,738 | I | Held through Silver Lake Partners V DE (AIV), L.P. |
| Class C Common StockF18,F3,F4 | Jun 11, 2026 | S | 4,114 | $378.66 | D | 57,624 | I | Held through Silver Lake Partners V DE (AIV), L.P. |
| Class C Common StockF19,F3,F4 | Jun 11, 2026 | S | 2,674 | $379.69 | D | 54,950 | I | Held through Silver Lake Partners V DE (AIV), L.P. |
| Class C Common StockF20,F3,F4 | Jun 11, 2026 | S | 1,908 | $380.60 | D | 53,042 | I | Held through Silver Lake Partners V DE (AIV), L.P. |
| Class C Common StockF21,F3,F4 | Jun 11, 2026 | S | 619 | $381.53 | D | 52,424 | I | Held through Silver Lake Partners V DE (AIV), L.P. |
| Class C Common StockF22,F3,F4 | Jun 11, 2026 | S | 562 | $382.83 | D | 51,861 | I | Held through Silver Lake Partners V DE (AIV), L.P. |
| Class C Common StockF23,F3,F4 | Jun 11, 2026 | S | 1,041 | $383.91 | D | 50,820 | I | Held through Silver Lake Partners V DE (AIV), L.P. |
| Class C Common StockF24,F3,F4 | Jun 11, 2026 | S | 2,068 | $384.78 | D | 48,752 | I | Held through Silver Lake Partners V DE (AIV), L.P. |
| Class C Common StockF25,F3,F4 | Jun 11, 2026 | S | 605 | $385.87 | D | 48,147 | I | Held through Silver Lake Partners V DE (AIV), L.P. |
| Class C Common StockF26,F3,F4 | Jun 11, 2026 | S | 1,454 | $386.77 | D | 46,693 | I | Held through Silver Lake Partners V DE (AIV), L.P. |
| Class C Common StockF27,F3,F4 | Jun 11, 2026 | S | 644 | $387.78 | D | 46,049 | I | Held through Silver Lake Partners V DE (AIV), L.P. |
| Class C Common StockF28,F3,F4 | Jun 11, 2026 | S | 1,119 | $388.94 | D | 44,930 | I | Held through Silver Lake Partners V DE (AIV), L.P. |
| Class C Common StockF29,F3,F4 | Jun 11, 2026 | S | 1,599 | $390.03 | D | 43,332 | I | Held through Silver Lake Partners V DE (AIV), L.P. |
| Class C Common StockF30,F3,F4 | Jun 11, 2026 | S | 1,042 | $390.92 | D | 42,290 | I | Held through Silver Lake Partners V DE (AIV), 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 StockF31 | holding | — | — | — | 132,721 | 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 11, 2026 | M | 44,491 | D | — | — | Class C Common Stock | 44,491 | 9,491,885 | I |
| Class B Common StockF32,F2 | — | holding | — | — | — | — | — | Class C Common Stock | 34,991,604 | 34,991,604 | 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 11, 2026.
- F10The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $370.0200 to $370.9800 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.
- F11The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $371.0400 to $372.0100 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 $372.1500 to $373.1400 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 $373.1600 to $374.1000 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 $374.1694 to $375.1327 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 $375.1660 to $376.1511 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 $376.1600 to $377.1400 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 $377.1800 to $378.1700 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.
- F18The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $378.1800 to $379.1700 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.
- F19The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $379.1800 to $380.1700 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.
- 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 11, 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.
- F20The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $380.1800 to $381.1700 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.
- F21The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $381.2300 to $382.1900 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 $382.3202 to $383.2600 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.
- F23The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $383.3237 to $384.2997 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 $384.3500 to $385.2900 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 $385.3575 to $386.3472 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 $386.4424 to $387.2898 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.
- F27The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $387.4900 to $388.4719 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.
- F28The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $388.5200 to $389.5000 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.
- F29The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $389.5700 to $390.5687 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.
- 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.
- F30The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $390.6224 to $391.0650 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.
- F31Following the transactions described in footnote (1), SL SPV-2, L.P. directly holds 75,341 shares of Class C Common Stock, Silver Lake Partners IV, L.P. directly holds 57,380 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.
- F32Following the transactions described in footnote (1), SL SPV-2, L.P. directly holds 17,081,865 shares of Class B Common Stock, Silver Lake Partners IV, L.P. directly holds 17,535,391 shares of Class B Common Stock, Silver Lake Technology Investors IV, L.P. directly holds 258,003 shares of Class B Common Stock and Silver Lake Technology Investors V, L.P. directly holds 116,345 shares of Class B Common Stock, which securities and transactions are reported on separate Form 4 filings.
- 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.
- 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.