Form 4: Silver Lake Entities Divest Dell Technologies Shares

Silver Lake-affiliated entities and director Egon Durban reported significant sales and conversions of Dell Technologies Class B and C Common Stock totaling over 500,000 shares.

Summary

• Silver Lake-affiliated entities, including SL SPV-2, L.P., Silver Lake Partners IV, L.P., and Silver Lake Partners V DE (AIV), L.P., converted 697,510 shares of Dell Technologies Class B Common Stock into Class C Common Stock on October 6, 2025.
• These entities subsequently sold a total of 509,191 shares of Class C Common Stock on October 6, 2025, at weighted average prices ranging from $145.86 to $148.41 per share.
• The sales were executed under a Rule 10b5-1(c) plan, indicating pre-arranged transactions.
• In-kind distributions of Class C Common Stock were initiated on October 8, 2025, to various affiliates, employees, and managing members of Silver Lake Group, L.L.C., including director Egon Durban.
• Following these transactions, Silver Lake-affiliated entities and Egon Durban continue to hold substantial indirect and direct beneficial ownership in Dell Technologies, including over 53 million shares of convertible Class B Common Stock.

Sentiment

Score: 4

Explanation: The filing reports significant insider sales, which can be perceived negatively. However, these sales were pre-planned under a 10b5-1 plan and are part of broader distributions by a private equity firm, suggesting portfolio management rather than a negative outlook on Dell's fundamentals. The remaining substantial holdings also temper the negative sentiment.

Positives

• Transactions were made pursuant to a Rule 10b5-1(c) plan, suggesting pre-planned diversification or liquidity events rather than a reaction to new negative information.
• Significant holdings of convertible Class B Common Stock remain, indicating continued long-term interest in Dell Technologies.

Negatives

• Significant sales of Class C Common Stock by major shareholders and a director could be perceived negatively by the market, signaling a reduction in their direct equity exposure.

Risks

• Large insider sales, even if pre-planned, can sometimes lead to negative market sentiment or put downward pressure on the stock price.
• The ongoing conversion of Class B to Class C shares and subsequent sales/distributions could increase the float of Class C shares, potentially impacting market dynamics.

Future Outlook

The filing does not provide explicit forward-looking statements or guidance from Dell Technologies. It primarily reports past insider 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 filing reflects a private equity firm (Silver Lake) managing its investment in a technology giant (Dell Technologies). Such sales and distributions are common as private equity funds mature and seek to return capital to their limited partners or rebalance portfolios. Dell's performance and market valuation would influence the timing and pricing of such divestitures.

Comparison to Industry Standards

• The use of a Rule 10b5-1(c) plan for insider sales is a standard practice for executives and large shareholders to avoid accusations of trading on material non-public information, aligning with best practices for corporate governance in publicly traded companies.
• Private equity firms like Silver Lake routinely manage their portfolio company investments through a lifecycle that includes initial investment, value creation, and eventual exit or partial divestment, which these transactions represent.

Corporate Governance

Related Party Transactions

• In-kind 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, indicating transactions among related parties within the Silver Lake ecosystem.

Stakeholder Impact

• Shareholders: May react to the news of significant insider sales, potentially influencing short-term stock price movements. The increased float from conversions and distributions could also affect liquidity.
• Silver Lake Limited Partners: The sales and distributions represent a return of capital or a rebalancing of their investment in Dell.

Next Steps

• Silver Lake-affiliated entities may continue to manage their remaining Dell Technologies holdings, potentially through further sales or distributions in the future.

Key Dates

Recommendation

The filing reports significant sales of Dell Technologies Class C Common Stock by Silver Lake-affiliated entities and director Egon Durban. While these transactions were pre-planned under a Rule 10b5-1 plan and are part of broader portfolio management and distributions by a private equity firm, substantial insider selling can often be perceived negatively by the market. However, Silver Lake and its affiliates retain a very large stake, particularly in convertible Class B shares, suggesting continued long-term interest. Given the mixed signals of significant sales alongside continued substantial holdings and pre-planned execution, a 'hold' recommendation is appropriate for investors to observe further developments without immediate action.

Keywords

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