Form 4: Silver Lake Entities Report Significant Dell Technologies Stock Sales and Conversions

Entities affiliated with Silver Lake, a major shareholder and director of Dell Technologies Inc., reported the conversion of Class B shares to Class C shares and subsequent sales of Dell Class C Common Stock on June 11, 2025, totaling 8,722 shares at a weighted average price of $114.12.

Summary

• SLTA V (GP), L.L.C. and its affiliates, including 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., reported transactions in Dell Technologies Inc. Class C Common Stock.
• On June 11, 2025, these entities converted a total of 11,791 shares of Class B Common Stock into an equal number of Class C Common Stock shares.
• Concurrently, they disposed of a total of 8,722 shares of Class C Common Stock at a weighted average price of $114.12 per share, with prices ranging from $113.75 to $114.40.
• Specifically, SL SPV-2, L.P. sold 3,148 shares, Silver Lake Partners IV, L.P. sold 3,612 shares, Silver Lake Partners V DE (AIV), L.P. sold 1,863 shares, Silver Lake Technology Investors IV, L.P. sold 68 shares, and Silver Lake Technology Investors V, L.P. sold 31 shares.
• Following these transactions, significant indirect holdings of Class C Common Stock remain, including 120,330 shares through SL SPV-2, L.P., 92,737 shares through Silver Lake Partners IV, L.P., and 57,912 shares through Silver Lake Partners V DE (AIV), L.P.
• Silver Lake Technology Investors IV, L.P. and Silver Lake Technology Investors V, L.P. fully disposed of their direct Class C Common Stock holdings from these specific transactions.
• Egon Durban, a director of Dell and Co-CEO/Managing Member of Silver Lake Group, L.L.C., directly holds 877,339 shares of Class C Common Stock and indirectly holds an additional 37,313 shares through a trust and 2,326 shares through other entities.
• The transactions were made pursuant to a Rule 10b5-1(c) plan, indicating pre-scheduled sales.

Sentiment

Score: 3

Explanation: The sentiment is moderately negative due to significant insider selling by a major institutional investor and director. While the sales are pre-planned, the volume can still be interpreted as a bearish signal by the market, potentially outweighing the neutral aspect of the Class B to Class C conversions.

Positives

• The sales were executed at a favorable weighted average price of $114.12 per share, indicating a profitable exit for the disposed shares for the selling entities.

Negatives

• The reported sales by significant insider entities (10% owners and directors by deputization) could be perceived negatively by the market, as insider selling often signals a lack of confidence or a belief that the stock price may not appreciate significantly in the near term.

Risks

• The sale of shares by a major institutional investor and director could lead to negative market sentiment and potential downward pressure on Dell Technologies' stock price.
• While the transactions were pre-planned under Rule 10b5-1(c), the sheer volume of shares sold by various Silver Lake entities might raise questions among investors regarding the long-term outlook from a significant stakeholder's perspective.

Future Outlook

The document indicates that the reported transactions were executed pursuant to a Rule 10b5-1(c) plan, which implies these sales were pre-scheduled and not necessarily indicative of a new, immediate change in the reporting persons' outlook on Dell Technologies' future performance.

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 reporting persons, indicating the formal reporting of these transactions.

Industry Context

Silver Lake is a prominent technology-focused private equity firm known for its significant investments in leading technology companies. Their activity in Dell Technologies reflects ongoing portfolio management and monetization strategies typical of large institutional investors. While the sale of shares by a major investor like Silver Lake can draw market attention, it is often part of a broader, long-term investment strategy rather than a direct commentary on the immediate operational performance of the company.

Related Party Transactions

• The transactions involve entities affiliated with Silver Lake, which is a 10% owner and has director representation on Dell Technologies' board, making these related-party transactions.

Stakeholder Impact

• Shareholders: May react to the insider selling, potentially leading to a negative impact on the stock price due to perceived lack of confidence from a major investor.
• Employees: No direct impact mentioned, but general market sentiment can indirectly affect employee morale or stock-based compensation value.

Next Steps

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

Key Dates

Recommendation

Keywords

Dell Technologies, DELL, Silver Lake, Form 4, Insider Trading, Stock Sale, Beneficial Ownership, Class C Common Stock, Rule 10b5-1, Private Equity