SEC Form 4 · accession 0001193125-26-388264
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 8, 2026 | M | 41,165 | — | A | 91,428 | I | Held through Silver Lake Partners V DE (AIV), L.P. |
| Class C Common StockF10,F3,F4 | Sep 8, 2026 | S | 404 | $516.27 | D | 91,024 | I | Held through Silver Lake Partners V DE (AIV), L.P. |
| Class C Common StockF11,F3,F4 | Sep 8, 2026 | S | 1,529 | $517.42 | D | 89,495 | I | Held through Silver Lake Partners V DE (AIV), L.P. |
| Class C Common StockF12,F3,F4 | Sep 8, 2026 | S | 1,336 | $518.36 | D | 88,159 | I | Held through Silver Lake Partners V DE (AIV), L.P. |
| Class C Common StockF13,F3,F4 | Sep 8, 2026 | S | 820 | $519.31 | D | 87,338 | I | Held through Silver Lake Partners V DE (AIV), L.P. |
| Class C Common StockF14,F3,F4 | Sep 8, 2026 | S | 423 | $520.47 | D | 86,916 | I | Held through Silver Lake Partners V DE (AIV), L.P. |
| Class C Common StockF15,F3,F4 | Sep 8, 2026 | S | 1,278 | $521.71 | D | 85,637 | I | Held through Silver Lake Partners V DE (AIV), L.P. |
| Class C Common StockF16,F3,F4 | Sep 8, 2026 | S | 856 | $522.65 | D | 84,781 | I | Held through Silver Lake Partners V DE (AIV), L.P. |
| Class C Common StockF17,F3,F4 | Sep 8, 2026 | S | 1,306 | $523.81 | D | 83,475 | I | Held through Silver Lake Partners V DE (AIV), L.P. |
| Class C Common StockF18,F3,F4 | Sep 8, 2026 | S | 1,537 | $524.63 | D | 81,938 | I | Held through Silver Lake Partners V DE (AIV), L.P. |
| Class C Common StockF19,F3,F4 | Sep 8, 2026 | S | 2,073 | $525.75 | D | 79,866 | I | Held through Silver Lake Partners V DE (AIV), L.P. |
| Class C Common StockF20,F3,F4 | Sep 8, 2026 | S | 1,669 | $526.68 | D | 78,196 | I | Held through Silver Lake Partners V DE (AIV), L.P. |
| Class C Common StockF21,F3,F4 | Sep 8, 2026 | S | 2,617 | $527.70 | D | 75,580 | I | Held through Silver Lake Partners V DE (AIV), L.P. |
| Class C Common StockF22,F3,F4 | Sep 8, 2026 | S | 1,739 | $528.68 | D | 73,841 | I | Held through Silver Lake Partners V DE (AIV), L.P. |
| Class C Common StockF23,F3,F4 | Sep 8, 2026 | S | 3,109 | $529.83 | D | 70,732 | I | Held through Silver Lake Partners V DE (AIV), L.P. |
| Class C Common StockF24,F3,F4 | Sep 8, 2026 | S | 1,299 | $530.66 | D | 69,433 | I | Held through Silver Lake Partners V DE (AIV), L.P. |
| Class C Common StockF25,F3,F4 | Sep 8, 2026 | S | 2,225 | $531.92 | D | 67,208 | I | Held through Silver Lake Partners V DE (AIV), L.P. |
| Class C Common StockF26,F3,F4 | Sep 8, 2026 | S | 1,074 | $532.85 | D | 66,134 | I | Held through Silver Lake Partners V DE (AIV), L.P. |
| Class C Common StockF27,F3,F4 | Sep 8, 2026 | S | 968 | $533.85 | D | 65,166 | I | Held through Silver Lake Partners V DE (AIV), L.P. |
| Class C Common StockF28,F3,F4 | Sep 8, 2026 | S | 982 | $534.94 | D | 64,184 | I | Held through Silver Lake Partners V DE (AIV), L.P. |
| Class C Common StockF29,F3,F4 | Sep 8, 2026 | S | 803 | $535.73 | D | 63,381 | I | Held through Silver Lake Partners V DE (AIV), L.P. |
| Class C Common StockF30,F3,F4 | Sep 8, 2026 | S | 648 | $536.40 | D | 62,733 | I | Held through Silver Lake Partners V DE (AIV), L.P. |
| Class C Common StockF1,F3,F4 | Sep 8, 2026 | J | 50,263 | — | D | 12,470 | I | Held through Silver Lake Partners V DE (AIV), L.P. |
| Class C Common StockF4,F5 | holding | — | — | — | 2,562 | I | Held through Silver Lake Group, L.L.C. | |
| Class C Common StockF6 | holding | — | — | — | 1,390 | I | See footnote | |
| Class C Common StockF7 | holding | — | — | — | 214,632 | I | See footnote | |
| Class C Common StockF8 | holding | — | — | — | 1,398,935 | D | ||
| Class C Common StockF9 | holding | — | — | — | 51,173 | I | See footnote | |
| Class C Common StockF31 | holding | — | — | — | 45,451 | 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 8, 2026 | M | 41,165 | D | — | — | Class C Common Stock | 41,165 | 9,103,686 | I |
| Class B Common StockF32,F2 | — | holding | — | — | — | — | — | Class C Common Stock | 33,560,516 | 33,560,516 | 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 8, 2026 and initiated in-kind distributions of shares of Class C Common Stock on September 8, 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 $515.8700 to $516.6300 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 $516.9351 to $517.9300 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 $517.9400 to $518.9300 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 $518.9400 to $519.8700 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 $519.9900 to $520.9600 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 $521.1960 to $522.1952 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 $522.1979 to $523.1700 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.
- F17The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $523.2000 to $524.1998 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 $524.2092 to $525.1921 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 $525.2148 to $526.2100 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 8, 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 $526.2200 to $527.2100 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 $527.2200 to $528.2100 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 $528.2300 to $529.2000 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 $529.2800 to $530.2600 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.
- F24The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $530.3000 to $531.2700 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 $531.4200 to $532.4000 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.
- F26The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $532.4200 to $533.3900 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 $533.4900 to $534.4800 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 $534.4900 to $535.4100 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 $535.5000 to $536.0000 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.
- F3These securities are 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 $536.0400 to $537.0000 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.
- F31Following the transactions described in footnote (1), SL SPV-2, L.P. directly holds 24,134 shares of Class C Common Stock, Silver Lake Partners IV, L.P. directly holds 21,317 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 16,383,250 shares of Class B Common Stock, Silver Lake Partners IV, L.P. directly holds 16,818,228 shares of Class B Common Stock, Silver Lake Technology Investors IV, L.P. directly holds 247,451 shares of Class B Common Stock and Silver Lake Technology Investors V, L.P. directly holds 111,587 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 the CEO and a 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, including shares received in connection with the distribution of shares of Class C Common Stock described herein on September 8, 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 September 8, 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 38,913, 123,469, 33,939 and 18,311 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 such individuals, including shares distributed in the September 8, 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 directly by Mr. Durban, including shares received by Mr. Durban in connection with the distribution of shares of Class C Common Stock on September 8, 2026. The deemed 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 September 8, 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 September 8, 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.