Michael & Susan Dell Foundation Files Form 144 Notice to Sell $1.25B in Class C Shares

Executive Summary

On September 3, 2026, the Michael & Susan Dell Foundation filed a Form 144 notice of proposed sale for 2,459,804 shares of Dell Technologies Inc. ($DELL) Class C Common Stock, representing an aggregate market value of approximately $1.25 billion.

Transaction Breakdown

• Filer: Michael & Susan Dell Foundation (Affiliate / Officer)
• Security Class: Class C Common Stock
• Broker: Merrill Lynch
• Number of Shares to be Sold: 2,459,804
• Aggregate Market Value: $1,248,104,549
• Approximate Date of Sale: September 3, 2026
• Shares Outstanding: 324,873,640

Origin of Securities

The shares were gifted to the private foundation by Michael S. Dell in three distinct tranches:

1. 159,804 shares acquired on December 9, 2024
2. 1,150,000 shares acquired on October 1, 2025
3. 1,150,000 shares acquired on October 2, 2025

Market Impact & Significance

• Trading Significance: High due to the multi-billion-dollar scale ($1.25B) and the prominent insider status of the Michael & Susan Dell Foundation.
• Context: Form 144 filings indicate an intention to sell restricted or control securities under SEC Rule 144. Transactions of this scale from foundation accounts frequently fund philanthropic commitments or portfolio diversification and may create short-term market overhang.