Form 4: Silver Lake Divests Significant Dell Technologies Shares

Silver Lake entities, a 10% owner and director, converted Class B to Class C shares and subsequently sold over 564,000 Class C shares of Dell Technologies Inc. stock.

Summary

• SLTA V (GP), L.L.C. and affiliated Silver Lake entities, including Silver Lake Partners IV, L.P. and Silver Lake Partners V DE (AIV), L.P., reported transactions in Dell Technologies Inc. (DELL) Class C Common Stock.
• On September 18, 2025, these entities converted a total of 769,970 shares of Class B Common Stock into an equal number of Class C Common Stock shares.
• Following these conversions, the entities sold a total of 564,000 shares of Class C Common Stock on September 18, 2025, through multiple transactions.
• The sales occurred at weighted average prices ranging from $131.96 to $133.55 per share.
• Specific sales included 202,906 shares by SL SPV-2, L.P., 234,855 shares by Silver Lake Partners IV, L.P., 120,761 shares by Silver Lake Partners V DE (AIV), L.P., 4,464 shares by Silver Lake Technology Investors IV, L.P., and 2,014 shares by Silver Lake Technology Investors V, L.P.
• After these reported sales, the indirect beneficial ownership of Class C Common Stock for Silver Lake Technology Investors IV, L.P. and Silver Lake Technology Investors V, L.P. from these specific holdings became 0 shares.
• Remaining indirect beneficial ownership of Class B Common Stock for the entities includes 21,638,448 shares for SL SPV-2, L.P., 22,212,951 shares for Silver Lake Partners IV, L.P., and 12,023,842 shares for Silver Lake Partners V DE (AIV), L.P., among others.

Sentiment

Score: 4

Explanation: The sentiment is slightly negative due to significant insider selling by a major institutional investor and director, which can be interpreted as a lack of strong conviction in future stock appreciation, despite the sales occurring at favorable prices.

Positives

• The sales were executed at favorable weighted average prices ranging from $131.96 to $133.55 per share, indicating a strong market valuation for Dell Technologies stock at the time of the transactions.
• The transactions represent a realization of gains for the selling Silver Lake entities, potentially optimizing their investment portfolio.

Negatives

• Significant insider selling by a 10% owner and director (Silver Lake entities) could be interpreted by the market as a signal of reduced confidence in the company's near-term growth prospects or that the stock is fully valued.
• The divestment of 564,000 shares represents a substantial block sale by a major institutional investor, which might exert downward pressure on the stock price.

Future Outlook

The filing does not contain any forward-looking statements or guidance regarding Dell Technologies Inc.'s future performance or strategic direction.

Management Comments

• Justin G. Hamill, Managing Director and Chief Legal Officer of Silver Lake Group, L.L.C., signed the filing on behalf of the reporting persons, indicating the official nature of the reported transactions.

Industry Context

This filing reflects a portfolio management decision by a major private equity firm, Silver Lake, which has a long-standing investment in Dell Technologies. Such divestments by large institutional investors are common as investment horizons mature or as firms rebalance their portfolios, rather than necessarily indicating a specific industry trend.

Corporate Governance

Related Party Transactions

• The transactions involve Silver Lake entities, which are a 10% owner of Dell Technologies Inc. and have board representation through Egon Durban. These are considered related party transactions under SEC rules for insider reporting.

Stakeholder Impact

• Shareholders: May view the significant insider selling as a negative signal, potentially leading to decreased investor confidence or downward pressure on the stock price.
• Company Management: The divestment by a major investor could prompt questions regarding the company's strategic direction or valuation from other investors.

Next Steps

• 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 reported ranges.

Key Dates

Recommendation

The significant insider selling by Silver Lake, a major institutional investor and director, suggests a potential rebalancing of their portfolio or a belief that Dell Technologies' stock is currently fully valued. While the sales occurred at strong prices, this divestment by a key insider typically does not signal a 'buy' opportunity. Investors should 'hold' and monitor future developments, as this action could indicate limited upside potential in the near term, but it's not a 'strong sell' without further negative catalysts.

Keywords

Dell Technologies, DELL, Silver Lake, Insider Selling, Form 4, Stock Sale, Class C Common Stock, Beneficial Ownership, Private Equity, Technology Investment