Form 4: Silver Lake Entities Execute Planned Sale of Dell Technologies Shares

Entities affiliated with Silver Lake, a significant shareholder and director of Dell Technologies Inc., have reported the conversion of Class B to Class C common stock and subsequent sales of Class C shares totaling over 310,000 units under a pre-arranged trading plan.

Summary

• On June 10, 2025, entities associated with Silver Lake, 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 578,681 shares of Dell Technologies' Class B Common Stock into an equal number of Class C Common Stock.
• Following these conversions, the same Silver Lake entities sold a total of 310,771 shares of Class C Common Stock.
• The sales occurred at weighted average prices of $113.99 per share (for 310,313 shares, ranging from $113.5000 to $114.4963) and $114.51 per share (for 458 shares, ranging from $114.5050 to $114.5228).
• These transactions were made pursuant to a Rule 10b5-1(c) pre-arranged trading plan, indicating a scheduled sale rather than a discretionary one.
• Despite the sales, Silver Lake entities and related parties, including Dell director Egon Durban, retain substantial beneficial ownership in Dell Technologies, including millions of convertible Class B shares and hundreds of thousands of Class C shares.

Sentiment

Score: 3

Explanation: The sentiment is moderately negative due to significant insider selling by a major investor. However, the negative impact is somewhat mitigated by the fact that these sales were conducted under a pre-arranged 10b5-1 plan, indicating a systematic monetization strategy rather than a reactive sell-off based on new adverse information.

Positives

• The sales were executed at a relatively strong share price, indicating a favorable market for monetization.
• The transactions were conducted under a Rule 10b5-1(c) plan, suggesting a pre-planned, systematic liquidation strategy rather than a reactive sale based on new negative information.

Negatives

• Significant insider selling by a major institutional investor and director (Silver Lake and Egon Durban) could be perceived negatively by the market, potentially signaling a reduction in conviction.
• The sale of over 310,000 shares represents a substantial block of stock being offloaded by a key insider.

Risks

• Continued or future large-scale sales by Silver Lake entities could exert downward pressure on Dell Technologies' stock price due to increased supply.
• Market perception of insider selling, even if pre-planned, can sometimes lead to investor uncertainty or a negative sentiment shift.

Future Outlook

The document does not provide explicit forward-looking statements or guidance from Dell Technologies. However, the reported sales by Silver Lake entities suggest a continued strategy of monetizing their investment in Dell over time, which may involve further sales in the future.

Management Comments

• Justin G. Hamill, Managing Director and Chief Legal Officer of Silver Lake Group, L.L.C., signed the filing on behalf of the various Silver Lake reporting entities.

Industry Context

This filing represents a typical monetization event for a private equity firm like Silver Lake, which has been a long-term investor in Dell Technologies. As PE firms mature their investments in public companies, they often gradually reduce their stake to return capital to their limited partners. The use of a 10b5-1 plan is a common and compliant method for such systematic divestitures.

Comparison to Industry Standards

• The filing adheres to standard SEC Form 4 reporting requirements for insider transactions.
• The use of a Rule 10b5-1 trading plan is a common practice among corporate insiders and large institutional investors to manage stock sales in a compliant and pre-scheduled manner, mitigating concerns about opportunistic trading based on non-public information.

Corporate Governance

Related Party Transactions

• The reported sales of Class C Common Stock by entities affiliated with Silver Lake, a 10% owner and represented on Dell's board, constitute related party transactions.

Stakeholder Impact

• Shareholders: May interpret the insider selling as a negative signal, potentially leading to short-term downward pressure on the stock price, although the 10b5-1 plan context may temper this reaction.
• Investors: Provides insight into the monetization strategy of a major institutional investor, which can inform investment decisions regarding Dell Technologies.

Next Steps

• Given Silver Lake's continued substantial holdings in Dell Technologies (including millions of convertible Class B shares), further monetization events through additional stock sales may occur in the future as part of their investment strategy.

Key Dates

Recommendation

Keywords

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