Form 4: Silver Lake Entities Adjust Dell Technologies Holdings

Silver Lake entities, including those associated with director Egon Durban, reported significant sales and conversions of Dell Technologies Class C and B Common Stock on October 1, 2025.

Summary

• Silver Lake entities, including SLTA V (GP), L.L.C., Silver Lake Technology Associates V, L.P., Silver Lake Partners V DE (AIV), L.P., and Silver Lake Technology Investors V, L.P., reported changes in beneficial ownership of Dell Technologies Inc. shares.
• On October 1, 2025, these entities converted a total of 696,789 shares of Class B Common Stock into an equal number of Class C Common Stock.
• Concurrently, a total of 292,351 shares of Class C Common Stock were sold in multiple transactions.
• The sales occurred at weighted average prices of $145.54 per share for 112,526 shares and $146.34 per share for 179,825 shares.
• In-kind distributions of Class C Common Stock were initiated on October 2, 2025, to certain employees and managing members of Silver Lake Group, L.L.C. or its affiliates, including Egon Durban, which were exempt from Form 4 reporting.
• Following these transactions, Egon Durban directly holds 1,132,134 shares of Class C Common Stock and indirectly holds 45,396 shares through a family trust, in addition to 206,873 shares held indirectly through various Silver Lake entities.

Sentiment

Score: 5

Explanation: The sentiment is neutral as the filing is a factual report of insider transactions without explicit positive or negative commentary on the company's performance or outlook. While large insider sales can be perceived negatively, the context of a private equity firm's portfolio management and distributions is key.

Positives

• The reporting persons executed sales of Class C Common Stock at favorable weighted average prices of $145.54 and $146.34 per share, indicating a strong market valuation for the shares at the time of sale.

Negatives

• Significant insider sales by major shareholders and a director (by deputization) could be interpreted by the market as a reduction in conviction or a move to diversify, potentially leading to negative sentiment among investors.

Risks

• The market may perceive the substantial insider sales by Silver Lake entities and a director as a signal of reduced confidence, potentially impacting investor sentiment and the company's stock price.
• The disclosure of sales by a 10% owner and director could lead to increased scrutiny from investors regarding the long-term outlook or strategic direction of Dell Technologies.

Future Outlook

The filing does not provide any forward-looking statements or guidance regarding Dell Technologies Inc.'s future performance or strategic direction. It solely reports past insider transactions.

Industry Context

This filing details specific insider transactions by a major private equity investor, Silver Lake, and its affiliates in Dell Technologies. Such transactions are part of a private equity firm's portfolio management strategy and do not inherently reflect broader industry trends, though the scale of sales by a significant owner can influence market perception within the technology sector.

Related Party Transactions

• The transactions involve Silver Lake entities (SLTA V (GP), L.L.C., Silver Lake Technology Associates V, L.P., Silver Lake Partners V DE (AIV), L.P., Silver Lake Technology Investors V, L.P., and their affiliates) which are 10% owners and have a director (Egon Durban) on Dell Technologies Inc.'s board. Egon Durban is also a Co-CEO and Managing Member of Silver Lake Group, L.L.C., which manages the general partners of the reporting entities. The distributions also involved Egon Durban and other managing members/employees of Silver Lake Group, L.L.C. or its affiliates.

Stakeholder Impact

• Shareholders: May react to the significant insider sales by a major institutional investor and director, potentially influencing stock price and market sentiment.
• Employees and Managing Members of Silver Lake Group: Received in-kind distributions of Class C Common Stock, which represents a realization of value from their investment.

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

Keywords

Dell Technologies, DELL, Silver Lake, Insider Transaction, Form 4, Beneficial Ownership, Stock Sale, Class C Common Stock, Class B Common Stock, Egon Durban