4: Statement of changes in beneficial ownership of securities
Published on
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIPFiled pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Dell Technologies Inc. [ DELL ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 09/14/2026 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
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| Code | V | Amount | (A) or (D) | Price | ||||||
| Class C Common Stock | 09/14/2026 | M(1)(2) | 37,750 | A | (1)(2) | 68,561 | I | Held through Silver Lake Partners IV, L.P.(3)(4) | ||
| Class C Common Stock | 09/14/2026 | S | 4,936 | D | $530.67(10) | 63,625 | I | Held through Silver Lake Partners IV, L.P.(3)(4) | ||
| Class C Common Stock | 09/14/2026 | S | 7,312 | D | $531.63(11) | 56,313 | I | Held through Silver Lake Partners IV, L.P.(3)(4) | ||
| Class C Common Stock | 09/14/2026 | S | 2,837 | D | $532.62(12) | 53,477 | I | Held through Silver Lake Partners IV, L.P.(3)(4) | ||
| Class C Common Stock | 09/14/2026 | S | 1,963 | D | $533.8(13) | 51,513 | I | Held through Silver Lake Partners IV, L.P.(3)(4) | ||
| Class C Common Stock | 09/14/2026 | S | 1,674 | D | $534.55(14) | 49,839 | I | Held through Silver Lake Partners IV, L.P.(3)(4) | ||
| Class C Common Stock | 09/14/2026 | S | 1,269 | D | $535.76(15) | 48,570 | I | Held through Silver Lake Partners IV, L.P.(3)(4) | ||
| Class C Common Stock | 09/14/2026 | S | 615 | D | $536.74(16) | 47,955 | I | Held through Silver Lake Partners IV, L.P.(3)(4) | ||
| Class C Common Stock | 09/14/2026 | S | 1,981 | D | $537.94(17) | 45,974 | I | Held through Silver Lake Partners IV, L.P.(3)(4) | ||
| Class C Common Stock | 09/14/2026 | S | 2,851 | D | $539(18) | 43,123 | I | Held through Silver Lake Partners IV, L.P.(3)(4) | ||
| Class C Common Stock | 09/14/2026 | S | 531 | D | $540.18(19) | 42,592 | I | Held through Silver Lake Partners IV, L.P.(3)(4) | ||
| Class C Common Stock | 09/14/2026 | S | 503 | D | $540.82(20) | 42,089 | I | Held through Silver Lake Partners IV, L.P.(3)(4) | ||
| Class C Common Stock | 09/14/2026 | S | 598 | D | $542.13(21) | 41,491 | I | Held through Silver Lake Partners IV, L.P.(3)(4) | ||
| Class C Common Stock | 09/14/2026 | S | 91 | D | $543.04(22) | 41,400 | I | Held through Silver Lake Partners IV, L.P.(3)(4) | ||
| Class C Common Stock | 09/14/2026 | S | 4,750 | D | $535.5(23) | 1,399,000 | D(8) | |||
| Class C Common Stock | 09/14/2026 | S | 2,551 | D | $543.47(24) | 1,396,449 | D(8) | |||
| Class C Common Stock | 09/14/2026 | S | 799 | D | $544.51(25) | 1,395,650 | D(8) | |||
| Class C Common Stock | 3,215 | I | Held through Silver Lake Group, L.L.C.(4)(5) | |||||||
| Class C Common Stock | 1,862 | I | See footnote(6) | |||||||
| Class C Common Stock | 239,356 | I | See footnote(7) | |||||||
| Class C Common Stock | 51,433 | I | See footnote(9) | |||||||
| Class C Common Stock | 71,110 | I | See footnote(26) | |||||||
| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Class B Common Stock | (2) | 09/14/2026 | M(1)(2) | 37,750 | (2) | (2) | Class C Common Stock | 37,750 | $0 | 16,597,353 | I | Held through Silver Lake Partners IV, L.P.(3)(4) | |||
| Class B Common Stock | (2) | (2) | (2) | Class C Common Stock | 25,506,537 | 25,506,537 | I | See footnote(27) | |||||||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. Silver Lake Technology Investors V, L.P., 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 certain of their respective affiliates sold certain shares of Class C Common Stock, par value $0.01 per share ("Class C Common Stock") of Dell Technologies Inc. (the "Issuer") on September 14, 2026. |
| 2. Each share of Class B Common Stock, par value $0.01 per share of the Issuer (the "Class B Common Stock") is convertible into one share of Class C Common Stock at any time, at the election of the holder or automatically upon certain transfers, and has no expiration date. On September 14, 2026, certain of the Reporting Persons converted shares of Class B Common Stock into an equal number of shares of Class C Common Stock in connection with the sales described in footnote (1) above. |
| 3. These securities are held by Silver Lake Partners IV, L.P. The general partner of Silver Lake Partners IV, L.P. is Silver Lake Technology Associates IV, L.P. and the general partner of Silver Lake Technology Associates IV, L.P. is SLTA IV (GP), L.L.C. |
| 4. Silver Lake Group, L.L.C. ("SLG") is the managing member of SLTA IV (GP), L.L.C. Egon Durban, who serves as a director of the Issuer, also serves as the CEO and a Managing Member of SLG. Each of the Reporting Persons may be deemed a director by deputization of the Issuer. |
| 5. Reflects shares of Class C Common Stock held by SLG. |
| 6. Reflects shares of Class C Common Stock held by entities in which Mr. Durban may be deemed to have an indirect pecuniary interest. |
| 7. This amount reflects 41,375, 137,789, 35,426 and 24,766 shares held by SLTA SPV-2, L.P., Silver Lake Technology Associates IV, L.P., Silver Lake Technology Associates V, L.P. and SLG, respectively, on behalf of certain employees and managing members of SLG or its affiliates. |
| 8. Reflects shares of Class C Common Stock held directly by Mr. Durban. |
| 9. Reflects shares of Class C Common Stock beneficially owned indirectly by Mr. Durban through a trust for the benefit of certain family members. |
| 10. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $530.0600 to $531.0500 per share, inclusive. 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. |
| 11. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $531.0700 to $532.0600 per share, inclusive. 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. |
| 12. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $532.0900 to $533.0000 per share, inclusive. 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. |
| 13. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $533.1800 to $534.1600 per share, inclusive. 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. |
| 14. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $534.2000 to $535.1400 per share, inclusive. 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. |
| 15. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $535.2100 to $536.2000 per share, inclusive. 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. |
| 16. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $536.4700 to $537.0000 per share, inclusive. 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. |
| 17. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $537.4900 to $538.4300 per share, inclusive. 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. |
| 18. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $538.5400 to $539.5200 per share, inclusive. 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. |
| 19. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $539.6300 to $540.5300 per share, inclusive. 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. |
| 20. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $540.6500 to $540.8800 per share, inclusive. 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. |
| 21. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $541.8000 to $542.6800 per share, inclusive. 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. |
| 22. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $543.0000 to $543.4600 per share, inclusive. 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. |
| 23. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $535.4400 to $535.5950 per share, inclusive. 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. |
| 24. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $543.2000 to $544.0150 per share, inclusive. 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. |
| 25. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $544.4300 to $544.7050 per share, inclusive. 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. |
| 26. Following the transactions described in footnote (1), SL SPV-2, L.P. directly holds 46,873 shares of Class C Common Stock, Silver Lake Partners V DE (AIV), L.P. directly holds 24,237 shares of Class C Common Stock, Silver Lake Technology Investors IV, L.P. directly holds 0 shares of Class C Common Stock and Silver Lake Technology Investors V, L.P. directly holds 0 shares of Class C Common Stock, which securities and transactions are reported on separate Form 4 filings. |
| 27. Following the transactions described in footnote (1), SL SPV-2, L.P. directly holds 16,168,089 shares of Class B Common Stock, Silver Lake Partners V DE (AIV), L.P. directly holds 8,984,126 shares of Class B Common Stock, Silver Lake Technology Investors IV, L.P. directly holds 244,201 shares of Class B Common Stock and Silver Lake Technology Investors V, L.P. directly holds 110,121 shares of Class B Common Stock, which securities and transactions are reported on separate Form 4 filings. |
| Remarks: |
| The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act. 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. Due to certain reporting restrictions including that no more than 30 transactions can be listed on each Table of the Form 4 filing and no more than 10 reporting persons can file any one Form 4 through the Securities and Exchange Commission's EDGAR system, certain affiliates of the Reporting Persons have filed separate Forms 4 reporting additional transactions. |
| By: /s/ Justin G. Hamill, Chief Legal Officer of Silver Lake Group, L.L.C., managing member of SLTA IV (GP), L.L.C., general partner of Silver Lake Technology Associates IV, L.P., general partner of Silver Lake Partners IV, L.P. | 09/16/2026 | |
| By: /s/ Justin G. Hamill, Chief Legal Officer of Silver Lake Group, L.L.C., managing member of SLTA IV (GP), L.L.C., general partner of Silver Lake Technology Associates IV, L.P. | 09/16/2026 | |
| By: /s/ Justin G. Hamill, Chief Legal Officer of Silver Lake Group, L.L.C., managing member of SLTA IV (GP), L.L.C. | 09/16/2026 | |
| By: /s/ Justin G. Hamill, Chief Legal Officer of Silver Lake Group, L.L.C. | 09/16/2026 | |
| By: /s/ Justin G. Hamill, Attorney-in-fact for Egon Durban | 09/16/2026 | |
| ** Signature of Reporting Person | Date |
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