09/15/2026 | Press release | Distributed by Public on 09/15/2026 14:49
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed 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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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
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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 Underlying Securities (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 of Derivative Security: 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) | 09/11/2026 | M(1)(2) | 1,617 | (2) | (2) | Class C Common Stock | 1,617 | $ 0 | 244,756 | I | Held through Silver Lake Technology Investors IV, L.P.(3)(4) | |||
| Class B Common Stock | (2) | (2) | (2) | Class C Common Stock | 41,954,897 | 41,954,897 | I | See footnote(31) | |||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Silver Lake Technology Investors IV, L.P. C/O SILVER LAKE 2775 SAND HILL ROAD, SUITE 100 MENLO PARK, CA 94025 |
X | X | ||
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Silver Lake Technology Associates IV, L.P. C/O SILVER LAKE 2775 SAND HILL ROAD, SUITE 100 MENLO PARK, CA 94025 |
X | X | ||
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SLTA IV (GP), L.L.C. C/O SILVER LAKE 2775 SAND HILL ROAD, SUITE 100 MENLO PARK, CA 94025 |
X | X | ||
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Silver Lake Group, L.L.C. C/O SILVER LAKE 2775 SAND HILL ROAD, SUITE 100 MENLO PARK, CA 94025 |
X | X | ||
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Durban Egon C/O SILVER LAKE 2775 SAND HILL ROAD, SUITE 100 MENLO PARK, CA 94025 |
X | |||
| By: /s/ Justin G. Hamill, Chief Legal Officer of Silver Lake Group, L.L.C., managing member of SLTA IV (GP), L.L.C., gen. partner of Silver Lake Technology Associates IV, L.P., gen. partner of Silver Lake Technology Investors IV, L.P | 09/15/2026 | |
| **Signature of Reporting Person | Date | |
| 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. | 09/15/2026 | |
| **Signature of Reporting Person | Date | |
| By: /s/ Justin G. Hamill, Chief Legal Officer of Silver Lake Group, L.L.C., managing member of SLTA IV (GP), L.L.C. | 09/15/2026 | |
| **Signature of Reporting Person | Date | |
| By: /s/ Justin G. Hamill, Chief Legal Officer of Silver Lake Group, L.L.C. | 09/15/2026 | |
| **Signature of Reporting Person | Date | |
| By: /s/ Justin G. Hamill, Attorney-in-fact for Egon Durban | 09/15/2026 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (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 11, 2026 and initiated in-kind distributions of shares of Class C Common Stock on September 11, 2026. The receipt of shares of Class C Common Stock by each of the Reporting Persons in connection with such distributions was exempt from reporting pursuant to Rule 16a-13 of the Exchange Act. |
| (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 11, 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 and distributions described in footnote (1) above. |
| (3) | These securities are held by Silver Lake Technology Investors IV, L.P. The general partner of Silver Lake Technology Investors 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, including shares received in connection with the distribution of shares of Class C Common Stock described herein on September 11, 2026. The receipt of such shares of Class C Common Stock was exempt from reporting pursuant to Rule 16a-13 of the Exchange Act. |
| (6) | These shares of Class C Common Stock are held by entities in which Mr. Durban may be deemed to have an indirect pecuniary interest including shares received in connection with the distributions of shares of Class C Common Stock on September 11, 2026. The receipt of such shares of Class C Common Stock indirectly by Mr. Durban was exempt from reporting pursuant to Rule 16a-13 of the Exchange Act. |
| (7) | In connection with the distributions described in footnote (1) above, distributions of certain shares were initiated to certain employees and managing members of SLG or its affiliates, including Mr. Durban. 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 such individuals, including shares distributed in the September 11, 2026 distributions. The receipt of such shares of Class C Common Stock was exempt from reporting pursuant to Rule 16a-13 of the Exchange Act. |
| (8) | Represents shares of Class C Common Stock held directly by Mr. Durban, including shares received by Mr. Durban in connection with the distribution of shares of Class C Common Stock on September 11, 2026. The deemed receipt of such shares of Class C Common Stock was exempt from reporting pursuant to Rule 16a-13 of the Exchange Act. Mr. Durban has filed a separate Form 4 reporting transactions in securities of the Issuer on September 11, 2026. |
| (9) | Represents shares of Class C Common Stock beneficially owned indirectly by Mr. Durban through a trust for the benefit of certain family members, including shares received in connection with the distributions of shares of Class C Common Stock on September 11, 2026. The receipt of such shares of Class C Common Stock indirectly by Mr. Durban was exempt from reporting pursuant to Rule 16a-13 of the Exchange Act. |
| (10) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $547.1100 to $548.0600 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. |
| (11) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $548.1500 to $548.9300 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 $549.4400 to $550.3200 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 $550.7700 to $551.7600 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 $551.7700 to $552.7400 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 $552.7700 to $553.7500 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 $553.8800 to $554.7458 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 $555.0825 to $556.0006 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 $556.1900 to $557.1800 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 $557.1900 to $558.1700 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 $558.1900 to $559.1700 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 $559.1900 to $560.1800 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 $560.1900 to $561.1800 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 $561.1900 to $562.1700 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 $562.2000 to $563.1500 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 $563.2200 to $564.1900 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) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $564.2200 to $565.2000 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. |
| (27) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $565.2500 to $566.0000 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. |
| (28) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $566.3300 to $567.0000 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. |
| (29) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $567.0800 to $567.7100 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. |
| (30) | Following the transactions described in footnote (1), SL SPV-2, L.P. directly holds 34,891 shares of Class C Common Stock, Silver Lake Partners IV, L.P. directly holds 30,811 shares of Class C Common Stock, Silver Lake Partners V DE (AIV), L.P. directly holds 18,045 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. |
| (31) | Following the transactions described in footnote (1), SL SPV-2, L.P. directly holds 16,204,862 shares of Class B Common Stock, Silver Lake Partners IV, L.P. directly holds 16,635,103 shares of Class B Common Stock, Silver Lake Partners V DE (AIV), L.P. directly holds 9,004,560 shares of Class B Common Stock and Silver Lake Technology Investors V, L.P. directly holds 110,372 shares of Class B Common Stock, which securities and transactions are reported on separate Form 4 filings. |
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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. |
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