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Get filing alertsSilver Lake converts 3.4M Dell Class B shares to Class C common stock over ten trading days
Filed June 17, 2026 · Period ending June 11, 2026 · ~1 min read
Key Changes
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Silver Lake entities converted 3.4 million Class B shares to Class C common stock on a one-to-one basis across ten consecutive trading days in early June 2026, potentially signaling intent to increase liquidity or adjust voting control.
Item 3.02 — Unregistered Sales of Equity Securities verify on EDGAR → -
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Following the conversion, Dell had 325 million Class C shares and 44.4 million Class B shares outstanding as of June 15, 2026, updating the company's share count for market cap and ownership structure calculations.
Item 3.02 — Unregistered Sales of Equity Securities verify on EDGAR → -
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The share conversion was executed under Section 3(a)(9) Securities Act exemption with no registration required and no commissions paid, following standard practice for direct share class exchanges.
Item 3.02 — Unregistered Sales of Equity Securities verify on EDGAR →
Summary
Silver Lake, a major Dell shareholder, converted 3.4 million Class B shares into Class C common stock over ten trading days in early June 2026. This is a routine conversion permitted under Dell's corporate structure on a one-to-one basis, meaning no dilution occurred for existing shareholders.
However, the conversion may signal Silver Lake's strategic shift, as Class C shares typically offer different voting rights and greater liquidity in public markets compared to Class B shares. For retail investors, this is primarily a governance matter with limited immediate financial impact.
The conversion doesn't change Dell's total share count or market capitalization, but it does alter the voting power distribution between share classes. Silver Lake's decision to convert suggests they may be preparing for increased trading flexibility or repositioning their stake. Watch for any subsequent SEC filings from Silver Lake entities disclosing share sales or further conversions, which would indicate whether this conversion was a precursor to reducing their Dell position or simply an internal portfolio adjustment.
Section-by-Section Diff
Event · Item 3.02 — Unregistered Sales of Equity Securities
Item 3.02 — Unregistered Sales of Equity Securities filed; see Key Changes for terms.
Show 1 minor / wording change
Added in current filing · verify on EDGAR →
The issuance of the shares of Class C Common Stock pursuant to the foregoing transactions was made without registration in reliance on the exemption from registration under the Securities Act of 1933 afforded by Section 3(a) (9) thereof. No commission or other remuneration was paid or given directly or indirectly for soliciting the exchange of such securities.
Dell issued the Class C shares without SEC registration, relying on Section 3(a)(9) of the Securities Act of 1933, which exempts certain security exchanges by the issuer with existing security holders. No fees or commissions were paid for the conversion. This is standard practice for share class conversions and indicates the transaction was a direct exchange rather than a sale.
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Figures/quotes linked to EDGAR · Narrative written by AI · Jun 17, 2026 · How we verify