CLARKE JEFFREY W 4

What Happened
Jeffrey W. Clarke, COO & Vice Chairman of Dell Technologies, had 204,547 restricted stock units (RSUs certified/issued to him on March 15, 2026) recorded as an acquisition (code A). Simultaneously, 83,441 shares were withheld by the issuer to satisfy the tax liability on vesting at a reported price of $151.62 per share, representing $12,651,324 (code F). The withheld shares reflect routine tax withholding upon RSU vesting rather than an open-market sale.

Key Details

• Transaction dates: vesting/withholding occurred on 2026-03-15; Form 4 filed 2026-03-17.
• Prices and values: 83,441 shares withheld @ $151.62 = $12,651,324; 204,547 RSUs acquired @ $0.00 reported (award vesting).
• Shares owned after transaction: not specified in the provided excerpt (see full Form 4 for "Amount of Securities Owned Following Reported Transaction").
• Footnotes: F1/F2 indicate the withheld shares were used to pay tax liabilities from partial vesting of RSUs granted March 15, 2023–2025; F2 notes 335,628 performance-based RSUs were certified and, net of 131,081 shares withheld, resulted in 204,547 shares issued. F3 notes certain shares are held by two family trusts for which Clarke and his spouse are Co-Managing Trustees.
• Transaction codes: A = award/acquisition (RSU vesting); F = shares withheld for tax withholding. Filing appears timely based on report and filing dates.

Context
This was an equity award vesting event with mandatory tax withholding, a common administrative outcome for RSUs; the withheld shares are not an indication of a voluntary sale. Performance-based RSUs typically vest when predefined company goals are met, so the acquisition reflects earned compensation rather than a market purchase. Retail investors should regard such withholdings as routine and check the full Form 4 for total post-transaction holdings if ownership level is a key factor.