Dynatrace (DT) CAO Yates nets shares from RSU vesting and tax withholding

Rhea-AI Filing Summary

Dynatrace, Inc. SVP and Chief Accounting Officer Daniel S. Yates reported multiple equity award vesting transactions on March 5, 2026. Performance-based and time-based restricted stock units converted into shares of common stock at no cost to him as they vested under prior awards.

To satisfy tax withholding obligations tied to these vestings, a total of several hundred shares of Dynatrace common stock were disposed of at a price of $39.21 per share through share withholding, rather than open-market sales. After these transactions, Yates directly owned 28,653 shares of Dynatrace common stock.

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^*

Yates Daniel S.

(Last) (First) (Middle)

C/O DYNATRACE, INC.

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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	SVP, Chief Accounting Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/05/2026

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	03/05/2026		M(1)		2,409	A	(1)	28,557	D
Common Stock	03/05/2026		F(2)		806	D	$39.21	27,751	D
Common Stock	03/05/2026		M(1)		560	A	(1)	28,311	D
Common Stock	03/05/2026		F(2)		165	D	$39.21	28,146	D
Common Stock	03/05/2026		M(1)		718	A	(1)	28,864	D
Common Stock	03/05/2026		F(2)		211	D	$39.21	28,653	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
Performance Restricted Stock Units (Financial)	(1)	03/05/2026		M			2,409	(3)	(1)	Common Stock	2,409	$0	2,409	D
Performance Restricted Stock Units (Financial)	(1)	03/05/2026		M			560	(4)	(1)	Common Stock	560	$0	2,798	D
Restricted Stock Units	(1)	03/05/2026		M			718	(5)	(1)	Common Stock	718	$0	3,591	D

Explanation of Responses:

1. Each restricted stock unit represents a contingent right to receive one share of the Issuer's Common Stock. The restricted stock units do not expire. They either vest or are cancelled prior to the vesting date.

2. Shares withheld by the Issuer to satisfy the Reporting Person's tax withholding obligations upon the vesting of restricted stock units.

3. Represents the vesting of restricted stock units based on financial performance ("Financial PSUs") granted on October 15, 2023. 33% of the Financial PSUs granted vested on June 5, 2024 and the balance of the Financial PSUs vest in equal quarterly installments thereafter until fully vested on June 5, 2026, subject to the Reporting Person's continued employment on the applicable vesting dates.

4. Represents the vesting of Financial PSUs granted on June 5, 2024. 33% of the Financial PSUs granted vested on June 5, 2025 and the balance of the Financial PSUs vest in equal quarterly installments thereafter until fully vested on June 5, 2027, subject to the Reporting Person's continued employment on the applicable vesting dates.

5. Represents the vesting of time-based restricted stock units ("RSUs") granted on June 5, 2024. 33% of the RSUs granted vested on June 5, 2025 and the balance of the RSUs vest in equal quarterly installments thereafter until fully vested on June 5, 2027, subject to the Reporting Person's continued employment on the applicable vesting dates.

Remarks:

	/s/ Marc Gold, by power of attorney	03/09/2026
	** 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 insider transactions did Dynatrace (DT) report for Daniel S. Yates?

Dynatrace reported equity award vesting for Daniel S. Yates, where performance-based and time-based restricted stock units converted into common stock, and some shares were withheld to cover taxes. These are structured compensation-related transactions, not open-market purchases or sales.

How many Dynatrace (DT) shares did Daniel S. Yates own after these Form 4 transactions?

After the March 5, 2026 transactions, Daniel S. Yates directly owned 28,653 shares of Dynatrace common stock. This figure reflects the net result of vested stock units converting into shares and shares withheld to satisfy associated tax withholding obligations.

Were the Dynatrace (DT) insider dispositions open-market sales by Daniel S. Yates?

No. The dispositions reported under code “F” represent shares withheld by Dynatrace to satisfy Daniel S. Yates’ tax withholding obligations upon vesting of restricted stock units. They are not discretionary open-market sales initiated for portfolio or trading purposes.

What types of awards vested for Dynatrace (DT) executive Daniel S. Yates?

The transactions involve performance restricted stock units based on financial performance and time-based restricted stock units. As these units vested under previously granted awards, each unit provided a contingent right that converted into one share of Dynatrace common stock for the reporting person.

At what price were Dynatrace (DT) shares disposed of for tax withholding for Daniel S. Yates?

Shares withheld to cover Daniel S. Yates’ tax obligations were valued at $39.21 per share. This price applied to multiple “F” code transactions where Dynatrace retained shares instead of the executive remitting cash to satisfy the related tax liabilities.

Do the Dynatrace (DT) Form 4 transactions indicate new option exercises by Daniel S. Yates?

The Form 4 shows “M” code transactions for derivative exercises or conversions, where performance and time-based restricted stock units converted into common stock at a price of $0.00 per share upon vesting. These reflect scheduled equity award mechanics rather than cash-based option exercises.