SEC Form 4 · accession 0001193125-26-386868
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 | Sep 4, 2026 | M | 41,162 | — | A | 78,961 | I | Held through Silver Lake Partners V DE (AIV), L.P. |
| Class C Common StockF10,F3,F4 | Sep 4, 2026 | S | 3,207 | $515.53 | D | 75,754 | I | Held through Silver Lake Partners V DE (AIV), L.P. |
| Class C Common StockF11,F3,F4 | Sep 4, 2026 | S | 1,700 | $516.38 | D | 74,054 | I | Held through Silver Lake Partners V DE (AIV), L.P. |
| Class C Common StockF12,F3,F4 | Sep 4, 2026 | S | 2,849 | $517.63 | D | 71,204 | I | Held through Silver Lake Partners V DE (AIV), L.P. |
| Class C Common StockF13,F3,F4 | Sep 4, 2026 | S | 3,310 | $518.43 | D | 67,894 | I | Held through Silver Lake Partners V DE (AIV), L.P. |
| Class C Common StockF14,F3,F4 | Sep 4, 2026 | S | 1,285 | $519.41 | D | 66,609 | I | Held through Silver Lake Partners V DE (AIV), L.P. |
| Class C Common StockF15,F3,F4 | Sep 4, 2026 | S | 1,097 | $520.58 | D | 65,511 | I | Held through Silver Lake Partners V DE (AIV), L.P. |
| Class C Common StockF16,F3,F4 | Sep 4, 2026 | S | 2,103 | $521.59 | D | 63,408 | I | Held through Silver Lake Partners V DE (AIV), L.P. |
| Class C Common StockF17,F3,F4 | Sep 4, 2026 | S | 2,922 | $522.66 | D | 60,486 | I | Held through Silver Lake Partners V DE (AIV), L.P. |
| Class C Common StockF18,F3,F4 | Sep 4, 2026 | S | 1,948 | $523.52 | D | 58,538 | I | Held through Silver Lake Partners V DE (AIV), L.P. |
| Class C Common StockF19,F3,F4 | Sep 4, 2026 | S | 1,375 | $524.67 | D | 57,163 | I | Held through Silver Lake Partners V DE (AIV), L.P. |
| Class C Common StockF20,F3,F4 | Sep 4, 2026 | S | 2,886 | $525.57 | D | 54,278 | I | Held through Silver Lake Partners V DE (AIV), L.P. |
| Class C Common StockF21,F3,F4 | Sep 4, 2026 | S | 1,174 | $526.65 | D | 53,103 | I | Held through Silver Lake Partners V DE (AIV), L.P. |
| Class C Common StockF22,F3,F4 | Sep 4, 2026 | S | 1,690 | $527.59 | D | 51,413 | I | Held through Silver Lake Partners V DE (AIV), L.P. |
| Class C Common StockF23,F3,F4 | Sep 4, 2026 | S | 969 | $528.48 | D | 50,444 | I | Held through Silver Lake Partners V DE (AIV), L.P. |
| Class C Common StockF24,F3,F4 | Sep 4, 2026 | S | 181 | $529.16 | D | 50,263 | I | Held through Silver Lake Partners V DE (AIV), L.P. |
| Class C Common StockF4,F5 | holding | — | — | — | 1,227 | I | Held through Silver Lake Group, L.L.C. | |
| Class C Common StockF6 | holding | — | — | — | 665 | I | See footnote | |
| Class C Common StockF7 | holding | — | — | — | 189,430 | I | See footnote | |
| Class C Common StockF8 | holding | — | — | — | 1,356,628 | D | ||
| Class C Common StockF9 | holding | — | — | — | 49,630 | I | See footnote | |
| Class C Common StockF25 | holding | — | — | — | 182,835 | 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 | — | Sep 4, 2026 | M | 41,162 | D | — | — | Class C Common Stock | 41,162 | 9,144,851 | I |
| Class B Common StockF26,F2 | — | holding | — | — | — | — | — | Class C Common Stock | 33,712,272 | 33,712,272 | 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 September 4, 2026.
- F10The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $515.0000 to $515.9986 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 $516.0000 to $516.9907 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 $517.0100 to $517.9988 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 $518.0000 to $518.9900 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.
- F14The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $519.0000 to $519.9900 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.
- F15The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $520.0800 to $521.0673 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 $521.0862 to $522.0861 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 $522.0922 to $523.0550 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 $523.0927 to $524.0849 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 $524.1009 to $525.0830 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 September 4, 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 $525.1005 to $526.1000 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.
- F21The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $526.1400 to $527.0909 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 $527.1500 to $527.9900 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.
- F23The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $528.0000 to $528.9400 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 $529.0000 to $529.6600 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.
- F25Following the transactions described in footnote (1), SL SPV-2, L.P. directly holds 97,315 shares of Class C Common Stock, Silver Lake Partners IV, L.P. directly holds 85,520 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.
- F26Following the transactions described in footnote (1), SL SPV-2, L.P. directly holds 16,457,333 shares of Class B Common Stock, Silver Lake Partners IV, L.P. directly holds 16,894,277 shares of Class B Common Stock, Silver Lake Technology Investors IV, L.P. directly holds 248,570 shares of Class B Common Stock and Silver Lake Technology Investors V, L.P. directly holds 112,092 shares of Class B Common Stock, which securities and transactions 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 the CEO and a Managing Member of SLG. Each of the Reporting Persons may be deemed a director by deputization of the Issuer.
- F5Represents shares of Class C Common Stock held directly held by SLG.
- F6Represents shares of Class C Common Stock held by entities in which Mr. Egon Durban may be deemed to have an indirect pecuniary interest.
- F7This amount reflects 33,862, 65,130, 30,889 and 59,549 shares held by SLTA SPV-2, L.P., Silver Lake Technology Associates IV, L.P., Silver Lake Technology Associates V, L.P. and SLG, 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.