Form 4: Silver Lake Entities and Director Egon Durban Report Significant Dell Technologies Stock Sales and Distributions

Silver Lake investment entities and Dell Technologies director Egon Durban reported the sale of over 600,000 shares of Dell Class C Common Stock and the in-kind distribution of over 225,000 shares, following conversions from Class B stock, with transactions occurring on June 26 and June 30, 2025.

Summary

• Silver Lake entities, including SL SPV-2, L.P., Silver Lake Partners IV, L.P., and Silver Lake Partners V DE (AIV), L.P., sold a total of 625,090 shares of Dell Technologies Class C Common Stock on June 26, 2025.
• These sales occurred at weighted average prices of $125.98 (for 248,329 shares) and $126.34 (for 376,671 shares).
• Prior to sales and distributions, Silver Lake entities converted 850,406 shares of Class B Common Stock into an equal number of Class C Common Stock on June 26, 2025.
• On June 30, 2025, Silver Lake entities initiated in-kind distributions of 225,406 shares of Class C Common Stock to their limited partners and affiliates.
• Egon Durban, a Dell director and Co-CEO/Managing Member of Silver Lake Group, L.L.C., directly holds 960,050 shares of Class C Common Stock and indirectly holds 39,944 shares through a family trust and 1,268 shares through other entities, following the June 30, 2025 distributions.
• The receipt of shares by Reporting Persons in connection with these distributions was exempt from reporting under Rule 16a-13 of the Exchange Act.

Sentiment

Score: 5

Explanation: The document reports routine insider transactions (sales and distributions) by a major institutional investor and a director, which were pre-planned. While large sales can sometimes be viewed negatively, the context of a maturing investment and distributions to LPs makes this a neutral event from a company operational perspective. The sales occurred at favorable prices.

Positives

• Transactions were made pursuant to a contract, instruction, or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c), indicating pre-planned and orderly dispositions.
• The sales occurred at relatively high prices, ranging from $125.20 to $127.1371 per share, which could be seen as a positive for the selling entities.

Negatives

• Significant sales of Class C Common Stock by major institutional shareholders (Silver Lake entities) and a director (Egon Durban's indirect holdings) could be perceived as a reduction in insider confidence or a move to realize gains.

Future Outlook

The document does not contain any explicit forward-looking statements or guidance regarding Dell Technologies' future performance or strategic direction, beyond the pre-planned nature of the reported transactions.

Management Comments

• 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.
• 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.

Industry Context

This Form 4 filing details specific insider transactions by a major institutional investor and a director of Dell Technologies. It reflects a portfolio management decision by Silver Lake to realize gains and distribute shares to its limited partners, rather than indicating a broader industry trend or competitive shift. Such large-scale dispositions by private equity firms are common as their investment horizons mature.

Comparison to Industry Standards

• This document reports insider transactions, which are not typically compared to industry-wide financial performance benchmarks. The sales and distributions are specific to Silver Lake's investment strategy and its relationship with Dell Technologies, rather than reflecting a comparative operational or financial performance against peers like HP Inc. or Lenovo. The prices achieved for the sales ($125.98 and $126.34 weighted average) reflect market conditions at the time of the transactions.

Related Party Transactions

• Distributions of Class C Common Stock were made to certain employees and managing members of Silver Lake Group, L.L.C. or its affiliates, including Egon Durban, who is a director of Dell Technologies and Co-CEO/Managing Member of Silver Lake Group, L.L.C.

Stakeholder Impact

• Shareholders: The sale of a significant number of shares by a major institutional investor and director could lead to short-term market speculation regarding insider confidence, though the pre-planned nature mitigates this. The in-kind distributions represent a change in the beneficial ownership structure.
• Employees: Certain employees and managing members of Silver Lake Group, L.L.C. received shares through pro rata distributions.

Next Steps

• The Reporting Persons undertake to provide full information regarding the number of shares sold at each separate price within the reported ranges upon request to the Issuer, any security holder, or the SEC staff.

Key Dates

Recommendation

Keywords

Dell Technologies, DELL, SEC Form 4, Insider Trading, Stock Sale, Share Distribution, Silver Lake, Egon Durban, Class C Common Stock, Class B Common Stock, Beneficial Ownership, Rule 10b5-1(c)