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Dynatrace (DT) CRO awarded performance PSUs tied to TSR and financial goals

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

Rhea-AI Filing Summary

Dynatrace, Inc. EVP and Chief Revenue Officer Dan Zugelder reported equity awards tied to company performance. He acquired 4,043 performance restricted stock units based on relative total stockholder return and 33,522 performance restricted stock units based on financial results, each representing the right to receive one share of common stock upon vesting.

The financial performance units were earned after the compensation committee certified fiscal 2026 financial results, with 33% vesting on June 5, 2026 and the remainder in equal quarterly installments until June 5, 2028, subject to continued employment. The relative total stockholder return units, earned over a two-year performance period ending March 31, 2026, are scheduled to vest in full on June 5, 2026, also conditioned on continued employment.

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Insider Zugelder Dan
Role EVP, Chief Revenue Officer
Type Security Shares Price Value
Grant/Award Performance Restricted Stock Units (Financial) 33,522 $0.00 --
Grant/Award Performance Restricted Stock Units (rTSR) 4,043 $0.00 --
Holdings After Transaction: Performance Restricted Stock Units (Financial) — 33,522 shares (Direct, null); Performance Restricted Stock Units (rTSR) — 4,043 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 PSUs granted 4,043 units Earned performance RSUs based on relative total stockholder return; vest on June 5, 2026
Financial PSUs granted 33,522 units Earned performance RSUs based on fiscal 2026 financial results
Financial PSUs initial vesting 33% Portion of earned financial PSUs vesting on June 5, 2026
Financial PSUs final vest date June 5, 2028 Remaining financial PSUs vest quarterly until this date, subject to employment
Financial performance period April 1, 2025–March 31, 2026 Dynatrace fiscal year 2026 determining financial PSUs earned
rTSR performance period April 1, 2024–March 31, 2026 Two-year period used to measure relative total stockholder return
Performance Restricted Stock Units financial
"Performance Restricted Stock Units (rTSR)"
Performance restricted stock units (PRSUs) are promises to deliver company shares to employees or executives only if the business meets specific performance targets and any time-based holding rules. Think of them as a bonus that converts into stock only after set goals are reached, so investors watch PRSUs for two reasons: they can dilute existing shares if paid out, and they signal how closely management’s pay is tied to company performance.
relative total stockholder return financial
"performance conditions related to relative total stockholder return for the two year performance period"
Financial PSUs financial
"Represents earned restricted stock units based on financial performance ("Financial PSUs") awarded under the Issuer's 2019 Equity Incentive Plan"
Equity Incentive Plan financial
"awarded under the Issuer's 2019 Equity Incentive Plan, as amended (the "Plan")"
An equity incentive plan is a program that gives employees, executives or directors the right to receive company stock or options to buy stock as part of their pay. Think of it as offering slices of future company profit to motivate people to boost long‑term performance; for investors it matters because it can align employee goals with shareholder value but also increases the number of shares outstanding, which can dilute existing ownership.
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*
Zugelder Dan

(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, Chief Revenue Officer
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)05/16/2026A33,522(1) (2) (1)Common Stock33,522$033,522D
Performance Restricted Stock Units (rTSR)(1)05/16/2026A4,043(1) (3) (1)Common Stock4,043$04,043D
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)

FAQ

What equity awards did Dynatrace (DT) executive Dan Zugelder report on this Form 4?

Dan Zugelder reported acquiring two performance-based restricted stock unit awards. He received 4,043 units tied to relative total stockholder return and 33,522 units tied to financial performance, each representing the right to receive one share of Dynatrace common stock upon vesting.

How do the financial performance PSUs for Dynatrace (DT) executive Dan Zugelder vest?

The financial performance PSUs vest over time after being earned. For the 33,522 earned units, 33% vest on June 5, 2026, with the remaining balance vesting in equal quarterly installments until fully vested on June 5, 2028, subject to continued employment.

What performance period determined Dan Zugelder’s financial PSUs at Dynatrace (DT)?

The financial PSUs were earned based on Dynatrace’s fiscal year 2026 performance. That fiscal year began on April 1, 2025 and ended on March 31, 2026, with the compensation committee certifying financial results before the units were earned and scheduled to vest over time.

When do Dan Zugelder’s relative total stockholder return PSUs at Dynatrace (DT) vest?

The relative total stockholder return PSUs are scheduled to vest in a single tranche. All 4,043 earned units will vest on June 5, 2026, provided Dan Zugelder remains employed by Dynatrace through that vesting date, following the completed two-year performance period.

What performance period was used for Dan Zugelder’s rTSR PSUs at Dynatrace (DT)?

The rTSR PSUs were tied to a two-year performance period. That period began on April 1, 2024 and ended on March 31, 2026, with the compensation committee certifying relative total stockholder return conditions before the units became earned and eligible to vest.