Form 4: Silver Lake Entities Sell DELL Shares, Distribute Holdings

Silver Lake entities and affiliates, including director Egon Durban, reported sales of Dell Technologies Class C Common Stock and subsequent in-kind distributions.

Summary

• Silver Lake entities sold a total of 19,256 shares of Dell Technologies Class C Common Stock on October 7, 2025, at a weighted average price of $154.21 per share.
• The sales were made by SL SPV-2, L.P. (6,926 shares), Silver Lake Partners IV, L.P. (8,005 shares), Silver Lake Partners V DE (AIV), L.P. (4,103 shares), Silver Lake Technology Investors IV, L.P. (153 shares), and Silver Lake Technology Investors V, L.P. (69 shares).
• On October 8, 2025, in-kind distributions of Class C Common Stock were initiated by SPV-2, Silver Lake Partners IV, L.P., and Silver Lake Partners V DE (AIV), L.P. to various affiliates and individuals.
• These distributions resulted in a shift of ownership, with shares moving from indirect holdings through specific funds to other indirect or direct holdings, including those of Silver Lake Group, L.L.C. and director Egon Durban.
• Certain Class B Common Stock shares were converted into Class C Common Stock on October 6 and 7, 2025, in connection with these sales and distributions.
• Following these transactions, Egon Durban directly holds 1,166,822 shares and indirectly holds 2,055 shares (through entities with pecuniary interest), 249,043 shares (on behalf of individuals including himself), and 46,457 shares (through a family trust).

Sentiment

Score: 5

Explanation: The filing is neutral as it reports routine insider transactions (sales and distributions) by a major investor. While sales can be seen negatively, the distributions are part of normal fund management, and the price achieved was strong. It does not indicate a fundamental change in the company's prospects.

Positives

• The transactions represent a strategic reallocation of holdings by Silver Lake and its affiliates, potentially optimizing their investment structure.
• The sales occurred at a strong price point of $154.21 per share, indicating a favorable market valuation for Dell Technologies stock at the time of sale.

Negatives

• Significant sales by a major institutional investor and director (Silver Lake and Egon Durban) could be perceived negatively by the market, suggesting a reduction in their stake.
• The total number of shares sold (19,256) represents a reduction in the direct holdings of certain Silver Lake funds.

Risks

• Potential for market perception of reduced confidence if the sales are interpreted as a divestment rather than a restructuring or distribution.
• Future share price volatility for Dell Technologies Inc. could impact the value of remaining holdings for Silver Lake and its affiliates.

Future Outlook

The filing does not provide specific forward-looking statements or guidance regarding Dell Technologies' future performance or strategic direction, focusing solely on insider transactions and ownership changes.

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 Form 4 filing primarily details insider transactions by a major institutional investor and director, Silver Lake, in Dell Technologies. It reflects internal portfolio management and distribution strategies rather than broader industry trends or competitive positioning. Such transactions are common for private equity firms managing their investments in public companies, often involving distributions to limited partners or rebalancing of holdings.

Comparison to Industry Standards

• The sale of shares by a significant institutional investor like Silver Lake is a standard practice in private equity when managing exits or rebalancing portfolios in public companies.
• The in-kind distributions to affiliates and individuals, including director Egon Durban, are typical mechanisms for private equity funds to distribute assets to their limited partners or managing members.
• The weighted average sale price of $154.21 per share for Dell Technologies stock reflects the market valuation at the time of the transaction, which can be compared to peer valuations in the technology hardware and IT services sector.

Related Party Transactions

• Sales of Class C Common Stock by various Silver Lake affiliated entities (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., Silver Lake Technology Investors V, L.P.) to external market participants.
• In-kind distributions of Class C Common Stock from certain Silver Lake funds (SPV-2, Silver Lake Partners IV, L.P., Silver Lake Partners V DE (AIV), L.P.) to other Silver Lake entities, affiliates, employees, and managing members, including director Egon Durban.

Stakeholder Impact

• Shareholders: May observe a reduction in the stake held by a significant institutional investor and director, which could influence market sentiment. The sales occurred at a favorable price, potentially indicating liquidity for the selling entities.
• Employees/Managing Members of Silver Lake Group: Received shares through pro rata distributions, impacting their personal holdings and alignment with Dell Technologies' performance.

Next Steps

• Silver Lake entities may continue to manage their remaining Dell Technologies holdings, potentially through further sales or distributions in the future.
• Investors will monitor future Form 4 filings from Silver Lake and Egon Durban for further changes in their beneficial ownership of Dell Technologies.

Key Dates

Recommendation

The filing details insider sales and distributions by Silver Lake entities and director Egon Durban. While sales by a major investor can sometimes signal a negative outlook, these transactions appear to be part of a structured portfolio management and distribution process, including in-kind distributions to affiliates. The sales occurred at a strong price point of $154.21. There is no indication of a fundamental change in Dell's business or prospects. Therefore, a 'hold' recommendation is appropriate, suggesting investors maintain their current positions while monitoring future developments and the company's operational performance.

Keywords

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