Dynatrace (DT) CTO reports RSU vesting, ESPP purchases and tax-related sales

Rhea-AI Filing Summary

Dynatrace, Inc. executive and EVP, Chief Technology Officer reported multiple equity transactions dated December 5, 2025. The filing shows vesting of performance-based and time-based restricted stock units, each RSU representing a contingent right to receive one share of common stock with no exercise price.

To cover tax withholding obligations from these vestings, the issuer withheld shares and certain shares were sold under a mandatory sell-to-cover policy at prices around $44.45–$44.8251 per share. The report also notes acquisitions of common stock by the executive and the executive’s spouse through the company’s Employee Stock Purchase Plan for the offering period from June 6, 2025 through December 5, 2025, as well as ongoing quarterly vesting schedules for grants made in 2023 and 2024.

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^*

Greifeneder Bernd

(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, Chief Technology Officer

3. Date of Earliest Transaction (Month/Day/Year)
12/05/2025

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	12/05/2025		M(1)		5,206	A	(1)	918,118	D
Common Stock	12/05/2025		F(2)		2,864	D	$44.45	915,254	D
Common Stock	12/05/2025		M(1)		3,828	A	(1)	919,082	D
Common Stock	12/05/2025		F(2)		2,106	D	$44.45	916,976	D
Common Stock	12/05/2025		M(1)		3,222	A	(1)	920,198	D
Common Stock	12/05/2025		F(2)		1,773	D	$44.45	918,425	D
Common Stock	12/05/2025		M(1)		4,130	A	(1)	922,555	D
Common Stock	12/05/2025		F(2)		2,272	D	$44.45	920,283(3)	D
Common Stock	12/05/2025		M(1)		31	A	(1)	1,337	I	By Spouse
Common Stock	12/05/2025		S(4)		16	D	$44.45	1,321	I	By Spouse
Common Stock	12/05/2025		M(1)		20	A	(1)	1,341	I	By Spouse
Common Stock	12/05/2025		S(4)		10	D	$44.45	1,331	I	By Spouse
Common Stock	12/05/2025		M(1)		116	A	(1)	1,447	I	By Spouse
Common Stock	12/05/2025		S(4)		59	D	$44.8251	1,388(5)	I	By Spouse

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)	12/05/2025		M			5,206	(6)	(1)	Common Stock	5,206	$0	10,408	D
Restricted Stock Units	(1)	12/05/2025		M			3,828	(7)	(1)	Common Stock	3,828	$0	7,654	D
Performance Restricted Stock Units (Financial)	(1)	12/05/2025		M			3,222	(8)	(1)	Common Stock	3,222	$0	19,325	D
Restricted Stock Units	(1)	12/05/2025		M			4,130	(9)	(1)	Common Stock	4,130	$0	24,780	D
Restricted Stock Units	(1)	12/05/2025		M			31	(10)	(1)	Common Stock	31	$0	62	I	By Spouse
Restricted Stock Units	(1)	12/05/2025		M			20	(11)	(1)	Common Stock	20	$0	38	I	By Spouse
Restricted Stock Units	(1)	12/05/2025		M			116	(12)	(1)	Common Stock	116	$0	700	I	By Spouse

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. The number of securities reported reflects the acquisition on December 5, 2025 of 454 shares of Common Stock pursuant to the Issuer's Employee Stock Purchase Plan ("ESPP") for the ESPP offering period of June 6, 2025 through December 5, 2025.

4. Represents shares sold pursuant to the Issuer's mandatory sell-to-cover policy applicable to tax withholding obligations resulting from the vesting of RSUs.

5. The number of securities reported reflects the Reporting Person's spouse's acquisition on December 5, 2025 of 329 shares of Common Stock pursuant to the Issuer's ESPP for the ESPP offering period of June 6, 2025 through December 5, 2025.

6. 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.

7. Represents the vesting of 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.

8. 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.

9. 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.

10. Represents the vesting of 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 spouse's continued employment on the applicable vesting dates.

11. Represents the vesting of RSUs granted on June 15, 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 spouse's continued employment on the applicable vesting dates.

12. 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 spouse's continued employment on the applicable vesting dates.

Remarks:

	/s/ Marc Gold, by power of attorney	12/09/2025
	** 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 activity did Dynatrace (DT) report on December 5, 2025?

The EVP, Chief Technology Officer of Dynatrace (DT) reported vesting of restricted stock units and performance-based RSUs, related share withholdings for taxes, small open-market sales, and share acquisitions through the company’s Employee Stock Purchase Plan on December 5, 2025.

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

The transactions include vesting of restricted stock units (RSUs) and performance restricted stock units based on financial performance (Financial PSUs) granted in June 2023 and June 2024, which vest 33% on the first anniversary and then in equal quarterly installments until fully vested in 2026 or 2027, subject to continued employment.

Why were some Dynatrace (DT) shares withheld or sold in this Form 4?

Certain shares were withheld by Dynatrace to satisfy the reporting person’s tax withholding obligations upon RSU vesting, and other shares were sold pursuant to the company’s mandatory sell-to-cover policy related to those tax obligations.

What role did the Employee Stock Purchase Plan play in these Dynatrace (DT) transactions?

The filing notes the acquisition of 454 shares of Dynatrace common stock by the executive and 329 shares by the executive’s spouse on December 5, 2025 under the company’s Employee Stock Purchase Plan for the offering period from June 6, 2025 through December 5, 2025.

Are the Dynatrace (DT) RSUs reported here options with an exercise price?

No. Each RSU or Financial PSU represents a contingent right to receive one share of Dynatrace common stock, and the filing indicates an exercise or conversion price of $0 for these derivative securities.

Does the Dynatrace (DT) Form 4 include transactions by the executive’s spouse?

Yes. The report includes common stock and RSU transactions held indirectly "By Spouse", including ESPP purchases, RSU vesting for the spouse’s grants, and small related sales for tax withholding under the company’s policy.