Form 4: Silver Lake Entities Divest DELL Shares in Pre-Planned Sales

Silver Lake-affiliated entities and director Egon Durban reported the conversion and sale of Dell Technologies Class C Common Stock in pre-planned transactions.

Summary

• Silver Lake-affiliated 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., converted a total of 616,993 shares of Class B Common Stock into Class C Common Stock on March 20, 2026.
• These entities subsequently sold a total of 309,979 shares of Class C Common Stock on March 20, 2026, and March 23, 2026.
• Sales occurred in three price ranges: 109,889 shares at a weighted average of $163.51, 76,803 shares at a weighted average of $164.60, and 113,287 shares at a weighted average of $165.49.
• The transactions were conducted pursuant to a Rule 10b5-1 trading plan, indicating pre-planned sales.
• Following these transactions, Silver Lake entities and Egon Durban continue to hold significant direct and indirect beneficial ownership in Dell Technologies, including millions of convertible Class B shares.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this as a neutral event. While insider selling can sometimes be a negative signal, these are pre-planned sales by a private equity firm managing its investment, which is a normal course of business.

Positives

• The sales were executed at increasing price points, ranging from a weighted average of $163.51 to $165.49 per share, indicating favorable market conditions for the sellers.
• The transactions were conducted under a Rule 10b5-1 plan, suggesting pre-planned and orderly divestment rather than reactive selling.

Negatives

• Significant insider selling by a major institutional investor and director could be perceived negatively by the market, potentially signaling a reduction in conviction or a move to diversify holdings.
• The reduction in direct Class C Common Stock holdings by Silver Lake entities, while still maintaining substantial indirect and convertible Class B holdings, represents a decrease in immediate equity exposure.

Risks

• No specific risks related to Dell Technologies' operations or financial health are disclosed in this Form 4 filing, as it primarily reports insider transactions.

Future Outlook

This Form 4 filing does not contain any forward-looking statements or guidance regarding Dell Technologies' future performance or strategic direction, as its purpose is to report insider transactions.

Management Comments

• 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.
• Because 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.
• Because no more than 30 transactions can be listed on each Table of the Form 4 filing, the Reporting Persons have filed separate Forms 4 reporting additional transactions.

Industry Context

StockSavvy.ai notes that insider selling, even when pre-planned via a 10b5-1 plan, can sometimes be interpreted by the market as a signal, particularly when executed by significant institutional investors like Silver Lake and key directors. However, given Silver Lake's long-standing investment in Dell and its private equity nature, such sales are often part of a broader portfolio management strategy rather than a direct commentary on Dell's immediate operational prospects. Competitors in the technology sector often see similar insider activity as large shareholders manage their positions.

Comparison to Industry Standards

• Insider sales by large institutional investors like Silver Lake are common as part of their fund lifecycle and portfolio rebalancing strategies, aligning with typical private equity exit patterns.
• The use of a Rule 10b5-1 plan for these transactions is standard practice for insiders to avoid accusations of trading on material non-public information, reflecting good corporate governance practices.
• The sale prices, ranging from $163.00 to $165.9992, reflect market prices for Dell Technologies (DELL) shares during the transaction period, which can be compared to peer companies in the IT hardware and solutions sector such as HP Inc. (HPQ) or Lenovo (0992.HK) to assess relative valuation at the time of sale.

Related Party Transactions

• Egon Durban, a director of Dell Technologies, is also a Co-CEO and Managing Member of Silver Lake Group, L.L.C., which is the managing member of various general partners of the selling entities, indicating a clear related-party relationship in these transactions.
• Shares are held by Silver Lake Group, L.L.C. and by entities in which Mr. Durban may have an indirect pecuniary interest, including shares held on behalf of certain employees and managing members of SLG or its affiliates.

Stakeholder Impact

• Shareholders may interpret the insider selling as a signal, potentially leading to short-term price volatility, though the pre-planned nature mitigates some concerns.
• Management: The transactions by a significant shareholder and director are part of normal investment cycles and do not directly impact day-to-day operations or strategic decisions.

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.
• Certain affiliates of the Reporting Persons have filed separate Forms 4 for additional transactions and reporting persons due to EDGAR system limitations.

Key Dates

Recommendation

The filing details routine, pre-planned insider sales by Silver Lake entities and director Egon Durban. While the volume is notable, these transactions are part of a long-term investment strategy and portfolio management, not a reaction to new material information about Dell Technologies. The sales occurred at favorable, increasing prices. Given the nature of a Form 4, it provides no new fundamental information about Dell's operations or future prospects to warrant a change in investment thesis. Therefore, a 'hold' recommendation is appropriate, maintaining current positions while monitoring future company performance and broader market trends.

Keywords

Dell Technologies, DELL, Silver Lake, Insider Trading, Form 4, Stock Sale, Class C Common Stock, Class B Common Stock, Egon Durban, 10b5-1 Plan, Beneficial Ownership