DT Insider Filing: Multiple RSUs Vest for CTO; Sell-to-Cover and Withholding Reported

Rhea-AI Filing Summary

Dynatrace insider filing: This Form 4 reports multiple equity award vesting and related share-withholding/sales for Bernd Greifeneder, EVP and Chief Technology Officer, on 09/05/2025. Several time-based restricted stock units (RSUs) and performance RSUs vested, resulting in acquisitions of RSUs that convert into common stock and concomitant disposals where shares were withheld or sold to satisfy tax-withholding obligations and a mandatory sell-to-cover policy for the reporting person and spouse. The filing lists repeated vesting events from grants made on June 5, 2023, June 5, 2024, and June 15, 2023, with post-transaction beneficial ownership figures reported line-by-line for both direct and indirect holdings. Transactions were executed under codes for vesting ("M"), shares withheld for tax ("F"), and sales ("S").

Positive

• Significant continued ownership: Multiple vested RSUs and Performance RSUs increased the reporting person’s shareholdings, aligning management incentives with shareholders
• Use of performance-based awards: Financial PSUs indicate pay tied to company financial performance, supporting alignment of pay and results
• Standard compensation mechanics: Transactions are administrative (vesting, withholding, sell-to-cover) rather than open-market disposals signaling confidence

Negative

• Selling to cover taxes: Shares were sold/withheld to satisfy tax obligations, which reduces net shareholding from the gross vesting amount
• Repeated taxable events: Multiple vesting events on the same date create concentrated tax-driven dispositions for the reporting person and spouse

Insights

Financial Analyst

TL;DR: Multiple RSU and performance-RSU vesting increased the reporting person’s economic stake while routine sell-to-cover actions reduced share count for tax purposes.

These transactions are typical executive compensation mechanics: time-based RSUs and performance RSUs vested on the reported date, generating additional underlying common shares. The issuer withheld and sold portions to satisfy tax withholding and mandatory sell-to-cover requirements, which is a neutral liquidity action rather than an outright disposition decision by the executive. The filing shows sizeable continuing direct beneficial ownership across multiple grant vintages, which aligns management incentives with shareholder value.

Corporate Governance Expert

TL;DR: Vesting schedules and sell-to-cover actions reflect standard compensation administration and retention design, not an indication of material governance concern.

The reported mix of time-based and performance-based RSU vesting and tax-related share withholding is consistent with long-term incentive structures used to retain senior officers. The presence of spouse-related entries indicates holdings through marital community or spouse employment-related grants; these are disclosed as indirect holdings. No unusual trading codes or accelerated dispositions are present in the filing.

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^*

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)
09/05/2025

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	09/05/2025		M(1)		3,827	A	(1)	908,915	D
Common Stock	09/05/2025		F(2)		2,105	D	$50	906,810	D
Common Stock	09/05/2025		M(1)		4,130	A	(1)	910,940	D
Common Stock	09/05/2025		F(2)		2,272	D	$50	908,668	D
Common Stock	09/05/2025		M(1)		5,204	A	(1)	913,872	D
Common Stock	09/05/2025		F(2)		2,863	D	$50	911,009	D
Common Stock	09/05/2025		M(1)		3,222	A	(1)	914,231	D
Common Stock	09/05/2025		F(2)		1,773	D	$50	912,458	D
Common Stock	09/05/2025		M(1)		30	A	(1)	927	I	By Spouse
Common Stock	09/05/2025		S(3)		16	D	$49.2117	911	I	By Spouse
Common Stock	09/05/2025		M(1)		19	A	(1)	930	I	By Spouse
Common Stock	09/05/2025		S(3)		10	D	$49.2117	920	I	By Spouse
Common Stock	09/05/2025		M(1)		117	A	(1)	1,037	I	By Spouse
Common Stock	09/05/2025		S(3)		60	D	$49.2117	977	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
Restricted Stock Units	(1)	09/05/2025		M			3,827	(4)	(1)	Common Stock	3,827	$0	11,482	D
Restricted Stock Units	(1)	09/05/2025		M			4,130	(5)	(1)	Common Stock	4,130	$0	28,910	D
Performance Restricted Stock Units (Financial)	(1)	09/05/2025		M			5,204	(6)	(1)	Common Stock	5,204	$0	15,614	D
Performance Restricted Stock Units (Financial)	(1)	09/05/2025		M			3,222	(7)	(1)	Common Stock	3,222	$0	22,547	D
Restricted Stock Units	(1)	09/05/2025		M			30	(8)	(1)	Common Stock	30	$0	93	I	By Spouse
Restricted Stock Units	(1)	09/05/2025		M			19	(9)	(1)	Common Stock	19	$0	58	I	By Spouse
Restricted Stock Units	(1)	09/05/2025		M			117	(10)	(1)	Common Stock	117	$0	816	I	By Spouse

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 shares sold pursuant to the Issuer's mandatory sell-to-cover policy applicable to tax withholding obligations resulting from the vesting of restricted stock units.

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 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.

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 Financial PSUs granted on June 5, 2024. 33% of the Financial PSUs granted vested on June 5, 2025 and the balance of 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.

8. 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.

9. 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.

10. 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	09/09/2025
	** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What transactions did Bernd Greifeneder report on the DT Form 4?

He reported multiple vesting events of time-based RSUs and financial performance RSUs on 09/05/2025, plus shares withheld/sold for tax and sell-to-cover.

How many restricted stock units vested according to the filing?

Multiple grants vested on 09/05/2025 (examples listed: 3,827, 4,130, 5,204, 3,222, plus smaller spouse-related units); each RSU represents one share when settled.

Were any shares sold in these transactions?

Yes. The filing shows shares sold or withheld under codes F (withheld for taxes) and S (sell-to-cover) at prices reported (e.g., $49.2117 and entries at $50 for withheld amounts).

Do these transactions indicate a change in control or unusual insider activity?

No. The transactions are standard vesting and tax-withholding actions tied to compensation; no accelerated dispositions or unusual trading codes are present.

What is the reporting person’s role at Dynatrace and how are their holdings reported?

Bernd Greifeneder is listed as EVP, Chief Technology Officer; holdings are reported as direct (D) and indirect (I) beneficial ownership with line-by-line post-transaction counts.