Rothberg Richard J 4

What Happened
Richard J. Rothberg, General Counsel & Secretary of Dell Technologies (DELL), reported the vesting and net receipt of performance-based restricted stock units (RSUs) and the withholding of shares to cover tax liabilities. On 2026-03-15 he acquired 100,057 shares (grant/award A) as the net result of RSU certification/vesting (no cash paid). On the same date 11,120 shares were withheld/disposed to cover tax obligations at a price of $151.62 per share, producing proceeds/value of $1,686,014.

Key Details

• Transaction date: 2026-03-15; filing date: 2026-03-17 (appears timely).
• Acquisition: 100,057 shares acquired via RSU vesting (reported at $0.00 acquisition price).
• Withholding/disposition: 11,120 shares withheld for tax at $151.62 each = $1,686,014.
• Footnotes: F2 states 164,760 performance-based RSUs were certified as earned, net of 64,703 shares withheld for taxes, leaving the 100,057 net shares reported as acquired. F1 notes the 11,120 shares were withheld by the issuer to satisfy tax liabilities from partial vesting of RSUs granted on Mar 15, 2023, 2024 and 2025.
• Shares owned after the transactions: not specified in the provided filing summary.

Context
These transactions reflect RSU vesting and employer share-withholding for tax obligations (a common, non‑market directional event), not an open‑market sale by the insider. The reported withholding is effectively a cashless tax payment; the 100,057 shares represent the net shares retained after mandatory tax withholding on the performance vesting. Such filings are routine when executives receive compensation and do not necessarily indicate a change in the insider’s view of the company.