Dynatrace (NYSE: DT) CEO vests RSUs and withholds shares for tax

Rhea-AI Filing Summary

Dynatrace, Inc. Chief Executive Officer Rick McConnell reported multiple equity award vestings and related share movements. On March 5, 2026, performance-based and time-based restricted stock units vested, converting into a combined 56,124 shares of Dynatrace common stock at no exercise price.

The company withheld a total of 24,766 shares of common stock at $39.21 per share to cover McConnell’s tax obligations linked to these vestings. After these transactions, he held 169,700 shares of Dynatrace common stock directly. An additional 500 shares are held indirectly by the Anne Marie McConnell Trust, for which his spouse is sole trustee, and he disclaims beneficial ownership except for any pecuniary interest.

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

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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^*

MCCONNELL RICK 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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive 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)		17,146	A	(1)	155,488	D
Common Stock	03/05/2026		F(2)		6,225	D	$39.21	149,263	D
Common Stock	03/05/2026		M(1)		12,608	A	(1)	161,871	D
Common Stock	03/05/2026		F(2)		5,149	D	$39.21	156,722	D
Common Stock	03/05/2026		M(1)		11,556	A	(1)	168,278	D
Common Stock	03/05/2026		F(2)		5,869	D	$39.21	162,409	D
Common Stock	03/05/2026		M(1)		14,814	A	(1)	177,223	D
Common Stock	03/05/2026		F(2)		7,523	D	$39.21	169,700	D
Common Stock								500	I	See Footnote(3)

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			17,146	(4)	(1)	Common Stock	17,146	$0	17,145	D
Restricted Stock Units	(1)	03/05/2026		M			12,608	(5)	(1)	Common Stock	12,608	$0	12,607	D
Performance Restricted Stock Units (Financial)	(1)	03/05/2026		M			11,556	(6)	(1)	Common Stock	11,556	$0	57,772	D
Restricted Stock Units	(1)	03/05/2026		M			14,814	(7)	(1)	Common Stock	14,814	$0	74,071	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. Shares held by the Anne Marie McConnell Trust dated July 16, 2021, for which the Reporting Person's spouse is the sole trustee. The Reporting Person disclaims Section 16 beneficial ownership of the shares except to the extent of his pecuniary interest, if any, therein, and nothing contained in this report shall be deemed an admission that the Reporting Person is the beneficial owner of any of the shares for Section 16 purposes or otherwise.

4. 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.

5. 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.

6. 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.

7. 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
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transactions did Dynatrace (DT) CEO Rick McConnell report on March 5, 2026?

Rick McConnell reported vesting of performance-based and time-based restricted stock units that converted into Dynatrace common shares. These transactions reflect equity compensation becoming stock, with no cash exercise price, and are typical for senior executives as long-term incentives vest over time.

How many Dynatrace (DT) shares did the CEO acquire and have withheld for taxes?

Equity awards vested into 56,124 shares of Dynatrace common stock, while 24,766 shares were withheld by the company at $39.21 per share. The withheld shares satisfied McConnell’s tax obligations arising from the vesting, rather than representing open-market sales of stock.

What is Rick McConnell’s Dynatrace (DT) share ownership after these Form 4 transactions?

Following the reported transactions, Rick McConnell directly owned 169,700 shares of Dynatrace common stock. Separately, 500 additional shares are held indirectly by the Anne Marie McConnell Trust, for which his spouse is sole trustee, with McConnell disclaiming beneficial ownership except for any pecuniary interest.

Were any of the Dynatrace (DT) CEO’s reported share dispositions open-market sales?

The dispositions were reported with transaction code F, indicating shares withheld by Dynatrace to cover McConnell’s tax liabilities on vesting. These are tax-withholding dispositions, not open-market sales, and are a common mechanism for executives to satisfy withholding obligations on equity awards.

What do the performance restricted stock units and RSUs mean in Dynatrace (DT)’s CEO compensation?

The performance restricted stock units and time-based RSUs are equity awards that convert into one share of Dynatrace common stock upon vesting. Footnotes state these awards vest over time and, for performance units, based on financial performance, providing long-term, stock-based incentives tied to employment and results.