DT Form 4: James Benson RSU Vesting and Share Withholding Details

Rhea-AI Filing Summary

Dynatrace, Inc. (DT) insider James M. Benson reported equity changes stemming from the vesting of restricted stock units (RSUs) on 09/15/2025. He was credited with 17,732 RSUs (each representing a contingent right to one share). The filing shows 8,574 shares were withheld by the issuer to satisfy tax-withholding obligations at a price of $48.61 per share.

After these transactions the reported beneficial ownership figures in the filing are 101,426 shares prior to the share-withholding entry in Table I, and 92,852 shares following the withholding. Table II indicates 88,659 derivative shares (RSU-based) beneficially owned following the vesting. The RSUs in question were part of a grant made 12/15/2022 with a scheduled vesting schedule completing 12/15/2026, subject to continued employment.

Positive

• Scheduled RSU vesting occurred as planned, reflecting normal compensation delivery
• Tax withholding was handled by the issuer (share withholding), avoiding an open-market sale

Negative

• None.

Insights

Securities Analyst

TL;DR: Routine executive compensation vesting and tax withholding; no evidence of market-moving trades.

This Form 4 documents the vesting of 17,732 RSUs for EVP/CFO James Benson and the issuer withholding 8,574 shares for taxes at $48.61 per share. Such transactions are customary when equity awards vest and do not reflect open-market sales or purchases beyond withholding. The filing cites the original grant date of 12/15/2022 and an established multi-year vesting schedule completing 12/15/2026, implying these are scheduled, non-discretionary compensation events rather than discretionary liquidity or signaling trades.

Corporate Governance Specialist

TL;DR: Compensation mechanics followed standard practice; withholding reduces post-vesting share count.

The report shows standard RSU mechanics: vesting creates a contingent right to shares, and the company withheld a portion to meet tax obligations. The RSUs "do not expire" per the filing and vest per the stated schedule. The resulting beneficial ownership figures change as expected after withholding. There are no indications of unusual arrangements, secondary sales, or departures disclosed in this form.

09/16/2025 - 04:23 PM

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

OMB APPROVAL

OMB Number:			3235-0287
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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^*

Benson James M

(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)
	EVP, CFO and Treasurer

3. Date of Earliest Transaction (Month/Day/Year)
09/15/2025

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	09/15/2025		M(1)		17,732	A	(1)	101,426	D
Common Stock	09/15/2025		F(2)		8,574	D	$48.61	92,852	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	(1)	09/15/2025		M			17,732	(3)	(1)	Common Stock	17,732	$0	88,659	D

Explanation of Responses:

1. Each restricted stock unit ("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.

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

3. Represents the vesting of RSUs granted on December 15, 2022. 25% of the RSUs granted vested on December 15, 2023 and the balance of the RSUs vest in equal quarterly installments thereafter until fully vested on December 15, 2026, subject to the Reporting Person's continued employment on the applicable vesting dates.

Remarks:

	/s/ Marc Gold, by power of attorney	09/16/2025
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

What transactions did Dynatrace insider James M. Benson report on Form 4 (DT)?

The filing reports the vesting of 17,732 RSUs on 09/15/2025 and the withholding of 8,574 shares to satisfy tax obligations at $48.61 per share.

How many shares did James Benson beneficially own after the reported transactions?

The Form 4 lists 92,852 shares in Table I as the amount beneficially owned following the reported transactions; Table II shows 88,659 derivative (RSU-based) shares beneficially owned following vesting.

What is the origin and vesting schedule of the RSUs that vested?

The RSUs vested were granted on 12/15/2022. Twenty-five percent vested on 12/15/2023 and the balance vests in equal quarterly installments until fully vested on 12/15/2026, subject to continued employment.

Did the Form 4 report any open-market sales or purchases by the insider?

No. The Form 4 documents RSU vesting and share withholding for taxes; it does not report open-market sales or discretionary purchases.

What price was used for the share withholding?

The issuer withheld shares at a price of $48.61 per share to satisfy tax-withholding obligations.