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
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.
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.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Restricted Stock Units | 3,827 | $0.00 | -- |
| Exercise | Restricted Stock Units | 4,130 | $0.00 | -- |
| Exercise | Performance Restricted Stock Units (Financial) | 5,204 | $0.00 | -- |
| Exercise | Performance Restricted Stock Units (Financial) | 3,222 | $0.00 | -- |
| Exercise | Restricted Stock Units | 30 | $0.00 | -- |
| Exercise | Restricted Stock Units | 19 | $0.00 | -- |
| Exercise | Restricted Stock Units | 117 | $0.00 | -- |
| Exercise | Common Stock | 3,827 | $0.00 | -- |
| Tax Withholding | Common Stock | 2,105 | $50.00 | $105K |
| Exercise | Common Stock | 4,130 | $0.00 | -- |
| Tax Withholding | Common Stock | 2,272 | $50.00 | $114K |
| Exercise | Common Stock | 5,204 | $0.00 | -- |
| Tax Withholding | Common Stock | 2,863 | $50.00 | $143K |
| Exercise | Common Stock | 3,222 | $0.00 | -- |
| Tax Withholding | Common Stock | 1,773 | $50.00 | $89K |
| Exercise | Common Stock | 30 | $0.00 | -- |
| Sale | Common Stock | 16 | $49.2117 | $787.39 |
| Exercise | Common Stock | 19 | $0.00 | -- |
| Sale | Common Stock | 10 | $49.2117 | $492.12 |
| Exercise | Common Stock | 117 | $0.00 | -- |
| Sale | Common Stock | 60 | $49.2117 | $3K |
Footnotes (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. Shares withheld by the Issuer to satisfy the Reporting Person's tax withholding obligations upon the vesting of restricted stock units. 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. 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. 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. 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. 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. 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. 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. 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.
FAQ
What transactions did Bernd Greifeneder report on the DT Form 4?
How many restricted stock units vested according to the filing?
Do these transactions indicate a change in control or unusual insider activity?
What is the reporting person’s role at Dynatrace and how are their holdings reported?
