Form 4: Silver Lake Entities Divest Dell Shares

Silver Lake entities, including those associated with director Egon Durban, reported significant sales and in-kind distributions of Dell Technologies Class C Common Stock.

Summary

• Silver Lake entities, including 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 Silver Lake Technology Investors V, L.P., engaged in a series of transactions involving Dell Technologies Inc. Class C Common Stock.
• On March 4, 2026, these entities converted Class B Common Stock into Class C Common Stock and subsequently sold a total of 346,355 shares of Class C Common Stock at a weighted average price of $146.50 per share.
• Additionally, on March 4, 2026, they sold another 288,336 shares of Class C Common Stock at a weighted average price of $147.08 per share, with prices ranging from $146.75 to $147.67.
• On March 5, 2026, in-kind distributions of 168,047 shares from SL SPV-2, L.P., 124,213 shares from Silver Lake Partners IV, L.P., and 79,222 shares from Silver Lake Partners V DE (AIV), L.P. were initiated.
• On March 6, 2026, Silver Lake Group, L.L.C. sold 2,366 shares and other entities associated with Mr. Durban sold 2,051 shares, both at a weighted average price of $146.75 per share, with prices ranging from $146.48 to $147.02.
• Following these transactions, several Silver Lake entities reported zero indirect beneficial ownership of the directly transacted Class C Common Stock.
• Egon Durban, a director of Dell and Co-CEO/Managing Member of Silver Lake Group, L.L.C., holds 1,240,587 shares of Class C Common Stock directly and 51,542 shares indirectly through a family trust, in addition to indirect pecuniary interests through other entities.
• Significant indirect holdings of Class B Common Stock remain with Silver Lake entities, totaling 19,448,288 shares for SL SPV-2, L.P., 19,964,642 shares for Silver Lake Partners IV, L.P., 10,806,836 shares for Silver Lake Partners V DE (AIV), L.P., 293,746 shares for Silver Lake Technology Investors IV, L.P., and 132,463 shares for Silver Lake Technology Investors V, L.P.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this as a neutral event for Dell's operational performance, as it represents a planned portfolio management action by a major investor rather than a reflection of new company-specific news. However, the large volume of insider selling could introduce short-term market sentiment volatility.

Positives

• The sales were executed at relatively high prices, ranging from $146.50 to $147.08 per share, indicating a favorable market for the divestment.
• The transactions represent a strategic divestment by Silver Lake entities, potentially realizing significant gains from their investment in Dell.

Negatives

• Significant sales by a major institutional investor and 10% owner, who also has a director on the board, could be perceived negatively by the market, suggesting a reduction in conviction or a move towards full exit.
• The in-kind distributions reduce the direct holdings of the reporting entities in Dell.

Future Outlook

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

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

StockSavvy.ai notes that significant divestment by a major private equity firm like Silver Lake, which has historically been a key investor and board presence in Dell, often signals a strategic shift in their portfolio management. While not directly indicative of Dell's operational performance, such large-scale selling by a 10% owner and director-affiliated entity can influence market sentiment, especially if the market perceives it as a reduction in long-term commitment.

Comparison to Industry Standards

• StockSavvy.ai observes that large institutional investors, particularly private equity firms, frequently monetize their positions in portfolio companies through a combination of market sales and in-kind distributions as their investment horizon matures. For example, firms like Blackstone or KKR often follow similar patterns of divestment once a company reaches a certain valuation or strategic milestone.
• The reported sale prices for Dell's Class C Common Stock, ranging from $146.50 to $147.08, reflect the current market valuation of Dell, which has seen strong performance in recent periods, particularly in its infrastructure solutions and client solutions groups.
• This divestment strategy is consistent with typical private equity exit strategies, aiming to return capital to their limited partners.

Related Party Transactions

• Egon Durban, a director of Dell Technologies Inc., serves as a Co-CEO and Managing Member of Silver Lake Group, L.L.C., which is the managing member of the general partners of the various Silver Lake entities involved in the transactions.
• Mr. Durban is deemed to have an indirect pecuniary interest in shares held by certain entities and received shares in connection with the distributions.
• Pro rata distributions of shares were initiated to certain employees and managing members of Silver Lake Group, L.L.C. or its affiliates, including Egon Durban.

Stakeholder Impact

• Shareholders: The significant sales by a major institutional investor and director-affiliated entities could lead to increased supply of Dell shares in the market, potentially impacting short-term share price. It might also be interpreted as a signal of reduced long-term conviction by a key insider.
• Silver Lake Investors: The sales and distributions represent a realization of investment gains, returning capital to Silver Lake's limited partners.

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 from the Issuer, any security holder, or the SEC staff.
• Other affiliates of the Reporting Persons have filed separate Forms 4, indicating further related transactions may be reported.

Key Dates

Recommendation

While the significant insider selling by Silver Lake entities might create short-term downward pressure or negative sentiment, these are planned divestments typical of private equity exits and do not necessarily reflect a change in Dell's fundamental business outlook. Dell's underlying performance and future prospects should be evaluated independently. Investors should hold and monitor Dell's operational results and broader market conditions rather than reacting solely to this insider transaction report.

Keywords

Dell Technologies, DELL, Silver Lake, Insider Trading, Form 4, Stock Sale, Institutional Investor, Class C Common Stock, Equity Transaction, Egon Durban