DT Form 4: 3,981 RSUs vested; 4,111 RSUs granted with one-year vesting

Rhea-AI Filing Summary

Dynatrace director Amol Kulkarni reported changes to his holdings of restricted stock units (RSUs) and common stock resulting from vesting and reclassification of awards on 08/20/2025. The filing moves 8,650 shares previously reported as unvested time-based RSUs from Table I to Table II as derivative securities. It shows 3,981 RSUs that vested under a 2024 grant and a separate grant of 4,111 RSUs that will vest on the earlier of August 20, 2026 or the 2026 annual meeting, subject to continued service. The Form 4 also reports disposals and acquisitions recorded in Table I and II that reflect the reclassification and vesting mechanics of the awards, with each RSU representing a contingent right to one share of common stock.

Positive

• Disclosure of vested RSUs: 3,981 RSUs from the August 2024 grant vested, converting contingent awards into shares.
• New grant documented: 4,111 RSUs were granted with clear vesting terms (earlier of one-year anniversary or 2026 annual meeting).
• Reclassification transparency: The filing clearly moves 8,650 RSUs from non-derivative reporting to derivative reporting to align with award treatment.

Negative

• None.

Insights

Securities Analyst

TL;DR: Routine insider reporting reflecting RSU vesting, reclassification, and a follow-on grant; not a material operational event.

The Form 4 documents movement of 8,650 RSUs from non-derivative to derivative classification and shows 3,981 RSUs that vested under an August 2024 grant plus a newly reported grant of 4,111 RSUs subject to one-year/annual-meeting vesting. These entries are consistent with standard equity compensation administration: vesting crystallizes share exposure and reclassification aligns prior reporting with the issuer's award treatment. There is no indication of open-market sales beyond the administrative disposals and no new cash purchase or exercise price impact since RSUs convert to common shares without an exercise payment.

Corporate Governance Expert

TL;DR: Compliance-focused disclosure of director compensation events; maintains alignment between director and shareholder interests.

The filing is a standard Section 16 disclosure by a director noting the conversion and vesting schedule of time-based RSUs. It clarifies prior reporting by reclassifying 8,650 previously reported RSUs into derivative securities and documents that certain RSUs vested upon the earlier of a one-year anniversary or the 2025 annual meeting. The new 4,111 RSU grant follows a similar single-year/meeting vesting condition. From a governance perspective, these are customary compensation mechanics and the filing fulfills transparency obligations for insider holdings.

SEC Form 4

FORM 4

UNITED 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

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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^*

Kulkarni Amol

(Last) (First) (Middle)

C/O DYNATRACE

280 CONGRESS STREET, 11TH FLOOR

(Street)

BOSTON MA 02210

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Dynatrace, Inc. [ DT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/20/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock(1)								3,632(2)	D
Common Stock	08/20/2025		M		3,981	A	(3)	7,613	D

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(3)							(4)	(3)	Common Stock	4,669		4,669	D
Restricted Stock Units	(3)							(5)	(3)	Common Stock	3,981		3,981	D
Restricted Stock Units	(3)	08/20/2025		M			3,981	(5)	(3)	Common Stock	3,981	$0	0	D
Restricted Stock Units	(3)	08/20/2025		A		4,111		(6)	(3)	Common Stock	4,111	$0	4,111	D

Explanation of Responses:

1. This Form 4 reports the moving of unvested time-based restricted stock units ("RSUs") previously reported in Table I to Table II in addition to the transactions reflected herein.

2. Reflects a decrease of 8,650 shares of the Issuer's Common Stock representing unvested RSUs that were previously reported in Table I and are being reported in Table II of this Form 4 as derivative securities.

3. Each RSU represents a contingent right to receive one share of the Issuer's Common Stock. The RSUs do not expire. They either vest or are cancelled prior to the vesting date.

4. As previously reported on September 5, 2023, these RSUs were granted on September 1, 2023. 25% of the RSUs granted vested on September 1, 2024 and the balance of the RSUs vest in equal quarterly installments thereafter until fully vested, subject to the Reporting Person's continued service as director of the Issuer on the applicable vesting dates.

5. As previously reported on August 27, 2024, these RSUs were granted on August 23, 2024. 100% of the RSUs granted vested on August 20, 2025, which was the earlier of the one year anniversary of the date of grant (August 23, 2025) and the date of the Issuer's 2025 Annual Meeting of Stockholders (which was held on August 20, 2025).

6. Represents the grant of RSUs. 100% of the RSUs granted will vest on the earlier of the one year anniversary of the date of grant (August 20, 2026) and the date of the Issuer's 2026 Annual Meeting of Stockholders, subject to the Reporting Person's continued service as a director of the Issuer on the applicable vesting date.

Remarks:

	/s/ Marc Gold, by power of attorney	08/21/2025
	** Signature of Reporting Person	Date
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).
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FAQ

What RSU activity did Dynatrace director Amol Kulkarni report on Form 4 (DT)?

The filing reports the reclassification of 8,650 previously reported unvested RSUs into derivative securities, the vesting of 3,981 RSUs from an August 2024 grant, and a new grant of 4,111 RSUs.

How many RSUs vested on 08/20/2025 for Amol Kulkarni (DT)?

3,981 RSUs vested that were previously granted on August 23, 2024 and became 100% vested on or before 08/20/2025.

What are the vesting terms for the new 4,111 RSUs reported for DT?

The 4,111 RSUs will vest 100% on the earlier of the one-year anniversary of grant (August 20, 2026) or the Issuer's 2026 Annual Meeting, subject to continued service.

Does each RSU convert into a Dynatrace (DT) share and is there an exercise price?

Yes. Each RSU represents a contingent right to receive one share of Dynatrace common stock and these RSUs have a $0 exercise price when converting.

Who filed the Form 4 reporting Amol Kulkarni's transactions for DT?

The Form 4 was signed by Marc Gold by power of attorney on behalf of the reporting person and reports Amol Kulkarni as the reporting director.