Dynatrace (NYSE: DT) CFO logs RSU vesting and tax share dispositions

Rhea-AI Filing Summary

Dynatrace, Inc. Executive Vice President, CFO and Treasurer James M. Benson reported multiple equity award vesting and related share movements on March 5, 2026. Performance-based and time-based restricted stock units converted into Dynatrace common stock at no exercise price, reflecting scheduled vesting from grants made in 2023 and 2024.

To cover associated tax withholding obligations, a portion of the newly vested common shares was withheld by Dynatrace at a price of $39.21 per share, categorized as tax-withholding dispositions rather than open-market sales. Following these transactions, Benson directly owned 124,973 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^*

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)
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)		5,818	A	(1)	117,580	D
Common Stock	03/05/2026		F(2)		1,838	D	$39.21	115,742	D
Common Stock	03/05/2026		M(1)		4,278	A	(1)	120,020	D
Common Stock	03/05/2026		F(2)		1,256	D	$39.21	118,764	D
Common Stock	03/05/2026		M(1)		3,852	A	(1)	122,616	D
Common Stock	03/05/2026		F(2)		1,131	D	$39.21	121,485	D
Common Stock	03/05/2026		M(1)		4,938	A	(1)	126,423	D
Common Stock	03/05/2026		F(2)		1,450	D	$39.21	124,973	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			5,818	(3)	(1)	Common Stock	5,818	$0	5,816	D
Restricted Stock Units	(1)	03/05/2026		M			4,278	(4)	(1)	Common Stock	4,278	$0	4,277	D
Performance Restricted Stock Units (Financial)	(1)	03/05/2026		M			3,852	(5)	(1)	Common Stock	3,852	$0	19,257	D
Restricted Stock Units	(1)	03/05/2026		M			4,938	(6)	(1)	Common Stock	4,938	$0	24,691	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 June 5, 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 time-based restricted stock units ("RSUs") granted on June 5, 2023. 33% of the RSUs granted vested on June 5, 2024 and the balance of the RSUs 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.

5. 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.

6. Represents the vesting of 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
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FAQ

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

Dynatrace CFO James M. Benson reported scheduled vesting of performance-based and time-based restricted stock units into common stock, plus related tax-withholding share dispositions. These transactions reflect equity awards granted in 2023 and 2024 and are part of ongoing executive compensation.

How many Dynatrace (DT) shares does the CFO hold after these transactions?

After the March 5, 2026 transactions, Dynatrace CFO James M. Benson directly owned 124,973 shares of Dynatrace common stock. This total reflects newly vested shares from restricted stock units, net of shares withheld to satisfy associated tax obligations.

Were Dynatrace (DT) shares sold on the open market in this Form 4?

The filing shows tax-withholding dispositions, not open-market sales. Shares of Dynatrace common stock were withheld by the company at $39.21 per share to satisfy James M. Benson’s tax obligations upon vesting of restricted stock units and performance-based stock units.

What types of equity awards vested for the Dynatrace (DT) CFO?

The transactions involve vesting of performance restricted stock units based on financial performance and time-based restricted stock units. These awards were originally granted in 2023 and 2024 and continue to vest in quarterly installments through 2026 and 2027, subject to continued employment.

How are Dynatrace (DT) restricted stock units described in the Form 4 footnotes?

Each Dynatrace restricted stock unit represents a contingent right to receive one share of common stock. The units do not expire; instead, they either vest according to their schedules or are cancelled before the vesting date, depending on continued employment conditions.

What price per share was used for Dynatrace (DT) tax-withholding dispositions?

For the tax-withholding dispositions reported, Dynatrace used a price of $39.21 per share. This value was applied when withholding shares of common stock to cover James M. Benson’s tax obligations tied to the vesting of his restricted stock units.