SEC Form 4 · accession 0001193125-26-389488
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 9, 2026 | M | 71,348 | — | A | 95,482 | I | Held through SL SPV-2, L.P. |
| Class C Common StockF10,F3,F4 | Sep 9, 2026 | S | 226 | $534.09 | D | 95,256 | I | Held through SL SPV-2, L.P. |
| Class C Common StockF11,F3,F4 | Sep 9, 2026 | S | 7,742 | $535.13 | D | 87,515 | I | Held through SL SPV-2, L.P. |
| Class C Common StockF12,F3,F4 | Sep 9, 2026 | S | 6,662 | $535.97 | D | 80,853 | I | Held through SL SPV-2, L.P. |
| Class C Common StockF13,F3,F4 | Sep 9, 2026 | S | 4,929 | $536.89 | D | 75,923 | I | Held through SL SPV-2, L.P. |
| Class C Common StockF14,F3,F4 | Sep 9, 2026 | S | 2,157 | $538.03 | D | 73,767 | I | Held through SL SPV-2, L.P. |
| Class C Common StockF15,F3,F4 | Sep 9, 2026 | S | 679 | $538.63 | D | 73,087 | I | Held through SL SPV-2, L.P. |
| Class C Common StockF16,F3,F4 | Sep 9, 2026 | S | 2,384 | $540.56 | D | 70,703 | I | Held through SL SPV-2, L.P. |
| Class C Common StockF17,F3,F4 | Sep 9, 2026 | S | 1,261 | $541.33 | D | 69,442 | I | Held through SL SPV-2, L.P. |
| Class C Common StockF18,F3,F4 | Sep 9, 2026 | S | 4,319 | $542.47 | D | 65,123 | I | Held through SL SPV-2, L.P. |
| Class C Common StockF19,F3,F4 | Sep 9, 2026 | S | 3,360 | $543.50 | D | 61,763 | I | Held through SL SPV-2, L.P. |
| Class C Common StockF20,F3,F4 | Sep 9, 2026 | S | 6,962 | $544.42 | D | 54,801 | I | Held through SL SPV-2, L.P. |
| Class C Common StockF21,F3,F4 | Sep 9, 2026 | S | 2,996 | $545.40 | D | 51,805 | I | Held through SL SPV-2, L.P. |
| Class C Common StockF22,F3,F4 | Sep 9, 2026 | S | 2,199 | $546.53 | D | 49,606 | I | Held through SL SPV-2, L.P. |
| Class C Common StockF23,F3,F4 | Sep 9, 2026 | S | 1,299 | $547.31 | D | 48,308 | I | Held through SL SPV-2, L.P. |
| Class C Common StockF24,F3,F4 | Sep 9, 2026 | S | 509 | $548.78 | D | 47,799 | I | Held through SL SPV-2, L.P. |
| Class C Common StockF25,F3,F4 | Sep 9, 2026 | S | 153 | $549.74 | D | 47,646 | I | Held through SL SPV-2, L.P. |
| Class C Common StockF26,F3,F4 | Sep 9, 2026 | S | 260 | $550.71 | D | 47,386 | I | Held through SL SPV-2, 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 | — | — | — | 1,397,035 | D | ||
| Class C Common StockF9 | holding | — | — | — | 51,173 | I | See footnote | |
| Class C Common StockF27 | holding | — | — | — | 66,337 | 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 9, 2026 | M | 71,348 | D | — | — | Class C Common Stock | 71,348 | 16,311,902 | I |
| Class B Common StockF28,F2 | — | holding | — | — | — | — | — | Class C Common Stock | 26,166,498 | 26,166,498 | 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 9, 2026.
- F10The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $533.4301 to $534.4162 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 $534.4320 to $535.4300 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 $535.4590 to $536.4549 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 $536.4600 to $537.4450 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 $537.4642 to $538.4300 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 $538.4360 to $538.8850 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 $539.8860 to $540.8854 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 $540.9289 to $541.9097 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 $541.9512 to $542.9400 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.
- F19The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $542.9600 to $543.9473 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 9, 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 $543.9600 to $544.9552 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 $544.9700 to $545.9444 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 $545.9700 to $546.9470 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 $547.0000 to $547.8400 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 $548.0000 to $548.8700 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.
- F25The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $549.5090 to $549.9400 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.
- F26The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $550.4100 to $551.0000 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.
- F27Following the transactions described in footnote (1), Silver Lake Partners IV, L.P. directly holds 41,849 shares of Class C Common Stock, Silver Lake Partners V DE (AIV), L.P. directly holds 24,488 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.
- F28Following the transactions described in footnote (1), Silver Lake Partners IV, L.P. directly holds 16,744,985 shares of Class B Common Stock, Silver Lake Partners V DE (AIV), L.P. directly holds 9,064,039 shares of Class B Common Stock, Silver Lake Technology Investors IV, L.P. directly holds 246,373 shares of Class B Common Stock and Silver Lake Technology Investors V, L.P. directly holds 111,101 shares of Class B Common Stock, which securities and transactions are reported on separate Form 4 filings.
- F3These securities are directly held by SL SPV-2, L.P. The general partner of SL SPV-2, L.P. is SLTA SPV-2, L.P. and the general partner of SLTA SPV-2, L.P. is SLTA SPV-2 (GP), L.L.C.
- F4Silver Lake Group, L.L.C. ("SLG") is the managing member of SLTA SPV-2 (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 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 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 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.