SCHEDULE: Silver Lake Reduces Dell Technologies Stake to 13.8%
Amendment to Beneficial Ownership Report
Silver Lake Group and its affiliates have updated their beneficial ownership in Dell Technologies, reporting a reduced stake of 13.8% in Class C Common Stock following recent sales and distributions.
Summary
- Silver Lake Group, L.L.C. and its affiliated reporting persons beneficially own an aggregate of 54,300,981 shares of Dell Technologies Inc.'s Class C Common Stock.
- This ownership represents approximately 13.8% of the issued and outstanding shares of Class C Common Stock, based on 339,343,734 shares outstanding as of October 2, 2025.
- The reporting persons' aggregate holdings are entitled to approximately 14.8% of the combined voting power of Dell Technologies' common stock, based on 670,200,183 shares outstanding as of October 2, 2025.
- The beneficial ownership includes 206,873 shares of Class C Common Stock held on behalf of employees and managing members, over which the reporting persons have voting but no dispositive power.
- The reporting persons also hold 54,094,108 shares of Class B Common Stock, which are convertible into Class C Common Stock on a one-for-one basis.
- During the past 60 days, the reporting persons sold an aggregate of 3,391,060 shares of Class C Common Stock across multiple dates in September and October 2025.
- Additionally, the reporting persons initiated distributions of an aggregate of 1,228,910 shares of Class C Common Stock to their direct and indirect equity holders on September 17, September 22, September 25, and October 2, 2025.
- All shares sold or distributed were received upon conversion of an equal number of Class B Common Stock on various dates in September and October 2025.
- On October 1, 2025, 696,789 shares of Class B Common Stock were converted into Class C Common Stock by the reporting persons.
Sentiment
Score: 4
Explanation: The sentiment is slightly negative due to the significant reduction in beneficial ownership by a major investor through sales and distributions, which could be interpreted as a decrease in confidence or a strategic exit.
Negatives
- Silver Lake Group and its affiliates have significantly reduced their stake in Dell Technologies through the sale of 3,391,060 Class C Common Stock shares.
- An additional 1,228,910 Class C Common Stock shares were distributed to equity holders, further decreasing the reporting persons' direct holdings.
Future Outlook
The filing does not contain forward-looking statements or guidance from Dell Technologies Inc. It primarily details changes in beneficial ownership by the reporting persons.
Industry Context
This filing reflects a private equity firm's ongoing adjustments to its significant stake in a major technology company. Such divestitures are common as investment horizons mature or portfolio strategies evolve, and do not necessarily indicate a negative outlook on the company's performance within the broader technology industry.
Stakeholder Impact
- Shareholders: The reduction in Silver Lake's stake could lead to increased trading volume and potentially influence share price due to a large institutional investor's divestment.
- Investors: May interpret the reduction as a signal regarding the company's future prospects or Silver Lake's portfolio rebalancing strategy.
Key Dates
| Date | Description |
|---|---|
| 2019-02-19 | Initial Schedule 13D filing date. |
| 2019-07-02 | Amendment No. 1 filed. |
| 2020-01-02 | Amendment No. 2 filed. |
| 2021-07-01 | Amendment No. 3 filed. |
| 2022-06-29 | Date of Issuer's Current Report on Form 8-K, which includes the amended and restated certificate of incorporation. |
| 2023-07-13 | Amendment No. 4 filed. |
| 2024-01-18 | Amendment No. 5 filed. |
| 2024-03-06 | Amendment No. 6 filed. |
| 2024-03-22 | Amendment No. 7 filed. |
| 2024-06-05 | Amendment No. 8 filed. |
| 2024-07-10 | Amendment No. 9 filed. |
| 2025-01-13 | Amendment No. 10 filed. |
| 2025-07-17 | Amendment No. 11 filed. |
| 2025-09-15 | Certain reporting persons sold Class C Common Stock and converted Class B Common Stock. |
| 2025-09-17 | Certain reporting persons sold Class C Common Stock, initiated distributions of 217,018 Class C shares, and converted Class B Common Stock. |
| 2025-09-18 | Certain reporting persons sold Class C Common Stock and converted Class B Common Stock. |
| 2025-09-19 | Certain reporting persons sold Class C Common Stock and converted Class B Common Stock. |
| 2025-09-22 | Certain reporting persons sold Class C Common Stock, initiated distributions of 525,198 Class C shares, and converted Class B Common Stock. |
| 2025-09-23 | Date for Class C Common Stock outstanding as set forth in Issuer's Form 8-K. |
| 2025-09-25 | Certain reporting persons sold Class C Common Stock and initiated distributions of 299,905 Class C shares. |
| 2025-09-26 | Date of Issuer's Periodic Report on Form 8-K, filed with the SEC. |
| 2025-10-01 | Date of event requiring this filing; certain reporting persons sold Class C Common Stock and converted 696,789 Class B Common Stock to Class C Common Stock. |
| 2025-10-02 | Certain reporting persons sold Class C Common Stock, initiated distributions of 186,789 Class C shares, and date for total common stock outstanding. |
| 2025-10-03 | Date of this Amendment No. 12 filing. |
Recommendation
holdWhile a significant reduction in a major investor's stake can be a negative signal, this filing is an update on beneficial ownership changes rather than a reflection of Dell's operational performance or future guidance. The sales and distributions by Silver Lake could be part of a planned exit strategy or portfolio rebalancing, which is common for private equity firms. Without additional information on Dell's fundamentals or Silver Lake's specific rationale, a 'hold' recommendation is appropriate, advising investors to monitor Dell's performance and other market indicators before making a definitive buy or sell decision.
Keywords
Dell Technologies, Silver Lake, Class C Common Stock, Beneficial Ownership, SEC Filing, Schedule 13D, Share Sales, Equity Distribution, Voting Power, Technology Investment
Disclaimer:The information provided here is for general informational purposes only and does not constitute financial advice, recommendation, or endorsement of any kind. It may contain errors or omissions. You should not rely on this information to make financial decisions. Always seek the advice of a qualified financial professional before making any investment or financial decisions. Use of this information is at your own risk.