DT Insider Filing: Executive Vesting Triggers Share Withholding at $50

Rhea-AI Filing Summary

Dynatrace insider filing (Form 4) for reporting person Dan Zugelder shows equity award vesting and related share withholding on 09/05/2025. A total of 27,656 restricted stock units and performance restricted stock units were reported as acquired upon vesting. To satisfy tax withholding obligations, the issuer withheld 12,647 shares via dispositions at a reported price of $50 per share. The filing identifies Zugelder as an executive officer (EVP, Chief Revenue Officer) and the form was filed by one reporting person. Transactions reflect scheduled vesting from grants dated July 15, 2023 and June 5, 2024 with remaining vesting schedules through 2027.

Positive

• Vesting occurred as scheduled: 27,656 RSUs/PSUs were acquired on 09/05/2025 reflecting award settlements
• Clear vesting schedules disclosed: Grants from 07/15/2023 and 06/05/2024 include remaining vesting through 2026–2027
• Proper Section 16 reporting: Form 4 filed by one reporting person with signature via power of attorney

Negative

• Shares withheld for taxes: 12,647 shares were disposed at a reported price of $50 to satisfy tax withholding
• Potential dilution tracking required: Multiple vesting tranches increase outstanding common shares as units convert to stock

Insights

Securities Analyst

TL;DR: Scheduled equity vesting and tax-withholding sales were executed; no open-market opportunistic trades disclosed.

The Form 4 documents the vesting of time-based RSUs and Financial PSUs totaling 27,656 units on 09/05/2025 and concurrent withholding of 12,647 shares to cover taxes at $50 per share. The transactions are described as vesting-related (codes M) and withholding (code F), consistent with compensation settlement mechanics rather than discretionary sales. The filing lists the resulting beneficial ownership figures by line item and confirms continued executive status.

Corporate Governance Expert

TL;DR: This is a routine executive compensation settlement with tax withholding; governance implications are standard.

The disclosure specifies vesting schedules tied to grants from July 15, 2023 and June 5, 2024 and describes remaining vesting through 2026–2027. Withholding to satisfy tax obligations is documented through share dispositions at $50 per share. The filing is signed via power of attorney and identifies the reporting person as an officer, indicating proper Section 16 reporting compliance.

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^*

Zugelder Dan

(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 Revenue 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)		6,388	A	(1)	7,808	D
Common Stock	09/05/2025		F(2)		2,921	D	$50	4,887	D
Common Stock	09/05/2025		M(1)		4,130	A	(1)	9,017	D
Common Stock	09/05/2025		F(2)		1,889	D	$50	7,128	D
Common Stock	09/05/2025		M(1)		13,916	A	(1)	21,044	D
Common Stock	09/05/2025		F(2)		6,363	D	$50	14,681	D
Common Stock	09/05/2025		M(1)		3,222	A	(1)	17,903	D
Common Stock	09/05/2025		F(2)		1,474	D	$50	16,429	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
Restricted Stock Units	(1)	09/05/2025		M			6,388	(3)	(1)	Common Stock	6,388	$0	44,712	D
Restricted Stock Units	(1)	09/05/2025		M			4,130	(4)	(1)	Common Stock	4,130	$0	28,910	D
Performance Restricted Stock Units (Financial)	(1)	09/05/2025		M			13,916	(5)	(1)	Common Stock	13,916	$0	41,754	D
Performance Restricted Stock Units (Financial)	(1)	09/05/2025		M			3,222	(6)	(1)	Common Stock	3,222	$0	22,547	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 time-based restricted stock units ("RSUs") granted on July 15, 2023. 12.5% of the RSUs granted vested on December 5, 2023 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.

4. 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.

5. Represents the vesting of restricted stock units based on financial performance ("Financial PSUs") granted on July 15, 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.

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 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.

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 Dan Zugelder report on Form 4 for DT?

The filing reports the vesting/acquisition of 27,656 restricted and performance RSUs on 09/05/2025 and the withholding disposition of 12,647 shares to satisfy taxes.

Why were shares disposed in the Form 4 filing for DT?

The filing states shares were withheld by the issuer to satisfy the Reporting Person's tax withholding obligations upon the vesting of restricted stock units.

What price is reported for the withheld shares in the DT Form 4?

The withholding dispositions are reported at a price of $50 per share.

What grants triggered the vesting reported in the DT Form 4?

Vesting relates to time-based RSUs and Financial PSUs granted on July 15, 2023 and June 5, 2024, with scheduled vesting through 2026–2027.

What is Dan Zugelder's role at Dynatrace as stated in the filing?

The filing lists the reporting person as an executive officer: EVP, Chief Revenue Officer.