STOCK TITAN
  1. Home
  2. Sec-filings
  3. DT
  4. [Form 4] Dynatrace, Inc. Insider Trading Activity

Dynatrace (DT) CFO earns rTSR and financial performance RSU awards

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Benson James M reported acquisition or exercise transactions in this Form 4 filing.

Dynatrace, Inc. EVP, CFO and Treasurer James M. Benson reported receiving two performance-based restricted stock unit awards tied to company results and stock performance. He was granted 4,835 relative total stockholder return (rTSR) performance RSUs and 40,229 financial performance RSUs, each representing the right to receive one share of common stock upon vesting.

The financial performance RSUs were earned based on certified financial results for the fiscal year that started on April 1, 2025 and ended on March 31, 2026. Thirty-three percent of these units will vest on June 5, 2026, with the remainder vesting in equal quarterly installments until June 5, 2028, subject to his continued employment. The rTSR performance RSUs were earned based on relative total stockholder return over a two-year performance period from April 1, 2024 to March 31, 2026 and are scheduled to vest on June 5, 2026, also contingent on continued employment.

Positive

  • None.

Negative

  • None.
Insider Benson James M
Role EVP, CFO and Treasurer
Type Security Shares Price Value
Grant/Award Performance Restricted Stock Units (Financial) 40,229 $0.00 --
Grant/Award Performance Restricted Stock Units (rTSR) 4,835 $0.00 --
Holdings After Transaction: Performance Restricted Stock Units (Financial) — 40,229 shares (Direct, null); Performance Restricted Stock Units (rTSR) — 4,835 shares (Direct, null)
Footnotes (1)
  1. Each restricted stock unit represents a contingent right to receive one share of the Issuer's Common Stock upon vesting and settlement. The restricted stock units do not expire. They either vest or are cancelled prior to the vesting date. Represents earned restricted stock units based on financial performance ("Financial PSUs") awarded under the Issuer's 2019 Equity Incentive Plan, as amended (the "Plan"). The Financial PSUs granted on June 5, 2025 were earned following certification by the Compensation Committee of the Board of Directors (the "Compensation Committee") of certain financial performance results for the Issuer's fiscal year 2026 that started on April 1, 2025 and ended on March 31, 2026. 33% of the earned Financial PSUs will vest on June 5, 2026, and the balance will vest in equal quarterly installments thereafter until fully vested on June 5, 2028, subject to the Reporting Person's continued employment on the applicable vesting dates. Represents earned restricted stock units based on relative total stockholder return ("rTSR PSUs") awarded under the Plan. These rTSR PSUs granted on June 5, 2024 were earned following certification by the Compensation Committee of certain performance conditions related to relative total stockholder return for the two year performance period that started on April 1, 2024 and ended on March 31, 2026. All of these earned rTSR PSUs will vest on June 5, 2026, subject to the Reporting Person's continued employment on the vesting date.
rTSR performance RSUs granted 4,835 units Earned rTSR PSUs tied to two-year TSR performance
Financial performance RSUs granted 40,229 units Earned Financial PSUs based on fiscal 2026 results
Financial performance period April 1, 2025–March 31, 2026 Determines earn-out of Financial PSUs
rTSR performance period April 1, 2024–March 31, 2026 Determines earn-out of rTSR PSUs
Initial vesting date Financial PSUs June 5, 2026 33% of earned Financial PSUs vest
Final vesting date Financial PSUs June 5, 2028 Remaining Financial PSUs fully vest, quarterly schedule
Vesting date rTSR PSUs June 5, 2026 All earned rTSR PSUs vest
Performance Restricted Stock Units (rTSR) financial
"Performance Restricted Stock Units (rTSR) ... underlying security title: Common Stock"
Performance Restricted Stock Units (Financial) financial
"Performance Restricted Stock Units (Financial) ... underlying security title: Common Stock"
Financial PSUs financial
"Represents earned restricted stock units based on financial performance ("Financial PSUs") awarded under the Issuer's 2019 Equity Incentive Plan"
rTSR PSUs financial
"Represents earned restricted stock units based on relative total stockholder return ("rTSR PSUs") awarded under the Plan."
2019 Equity Incentive Plan financial
"awarded under the Issuer's 2019 Equity Incentive Plan, as amended (the "Plan")."
relative total stockholder return financial
"performance conditions related to relative total stockholder return for the two year performance period"
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Benson James M
(Last)(First)(Middle)
C/O DYNATRACE, INC.
280 CONGRESS STREET, 11TH FLOOR
(Street)
BOSTON MASSACHUSETTS 02210
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
Dynatrace, Inc. [ DT ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
EVP, CFO and Treasurer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/16/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Performance Restricted Stock Units (Financial)(1)05/16/2026A40,229(1) (2) (1)Common Stock40,229$040,229D
Performance Restricted Stock Units (rTSR)(1)05/16/2026A4,835(1) (3) (1)Common Stock4,835$04,835D
Explanation of Responses:
1. Each restricted stock unit represents a contingent right to receive one share of the Issuer's Common Stock upon vesting and settlement. The restricted stock units do not expire. They either vest or are cancelled prior to the vesting date.
2. Represents earned restricted stock units based on financial performance ("Financial PSUs") awarded under the Issuer's 2019 Equity Incentive Plan, as amended (the "Plan"). The Financial PSUs granted on June 5, 2025 were earned following certification by the Compensation Committee of the Board of Directors (the "Compensation Committee") of certain financial performance results for the Issuer's fiscal year 2026 that started on April 1, 2025 and ended on March 31, 2026. 33% of the earned Financial PSUs will vest on June 5, 2026, and the balance will vest in equal quarterly installments thereafter until fully vested on June 5, 2028, subject to the Reporting Person's continued employment on the applicable vesting dates.
3. Represents earned restricted stock units based on relative total stockholder return ("rTSR PSUs") awarded under the Plan. These rTSR PSUs granted on June 5, 2024 were earned following certification by the Compensation Committee of certain performance conditions related to relative total stockholder return for the two year performance period that started on April 1, 2024 and ended on March 31, 2026. All of these earned rTSR PSUs will vest on June 5, 2026, subject to the Reporting Person's continued employment on the vesting date.
Remarks:
/s/ Marc Gold, by power of attorney05/19/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What did Dynatrace (DT) CFO James M. Benson report on this Form 4?

He reported the grant of performance-based restricted stock units. These include 4,835 rTSR RSUs and 40,229 financial performance RSUs, each convertible into one share of Dynatrace common stock upon vesting, reflecting earned awards under the company’s 2019 Equity Incentive Plan.

How many performance restricted stock units did the Dynatrace (DT) CFO receive?

He received 4,835 rTSR performance RSUs and 40,229 financial performance RSUs. Each unit represents a contingent right to one Dynatrace common share, subject to vesting conditions based on financial performance and relative total stockholder return over specified performance periods.

When do the financial performance RSUs for Dynatrace (DT) CFO vest?

Thirty-three percent of the earned financial performance RSUs vest on June 5, 2026. The remaining units vest in equal quarterly installments until June 5, 2028, provided James M. Benson remains employed with Dynatrace on each applicable vesting date.

What performance period determines the financial PSUs for Dynatrace (DT)?

The financial PSUs were earned based on financial results for a fiscal year starting April 1, 2025 and ending March 31, 2026. The Compensation Committee certified these results, triggering the earn-out of the performance-based restricted stock unit awards under the 2019 Equity Incentive Plan.

What is the performance period for the rTSR performance RSUs at Dynatrace (DT)?

The rTSR performance RSUs were earned over a two-year performance period from April 1, 2024 to March 31, 2026. The awards are tied to relative total stockholder return and will vest on June 5, 2026, contingent on continued employment at that date.

Do the Dynatrace (DT) performance RSUs reported by the CFO have an expiration date?

The performance RSUs do not expire in the traditional option sense. According to the disclosure, they either vest and settle into Dynatrace common shares or are cancelled before their vesting dates, depending on performance outcomes and continued employment conditions.