Form 4: Dynatrace Insider James Benson Vesting Details and Share Withholding

Rhea-AI Filing Summary

Dynatrace insider James M. Benson reported multiple equity vesting events on 09/05/2025 that increased his beneficial ownership in Dynatrace, Inc. (DT). The filing shows the vesting of time-based restricted stock units (RSUs) and performance-based RSUs (Financial PSUs), resulting in net additions and some share withholding to satisfy tax obligations. After the transactions, Mr. Benson directly beneficially owned between 76,151 and 85,557 shares across reported lines, with derivative holdings reflected as vested RSUs and PSUs that convert to common stock when settled. Several grants originated on June 5, 2023 and June 5, 2024 and vest in scheduled tranches through 2026 and 2027, subject to continued employment and performance conditions.

Positive

• Scheduled vesting of RSUs and PSUs increases the reporting person's alignment with shareholders through additional common stock ownership
• No open-market sales reported; transactions are compensation-related vesting events rather than disposals for liquidity

Negative

• Share withholding to satisfy tax obligations reduced the net number of shares issued to the reporting person
• Vesting remains conditional on continued employment and, for PSUs, performance metrics, so future ownership is not guaranteed

Insights

Financial Analyst

TL;DR: Insider vesting shows scheduled compensation realization, modestly increasing insider alignment with shareholders.

The Form 4 discloses routine vesting of both time-based RSUs and performance-based PSUs for the CFO, reflecting scheduled compensation rather than opportunistic trading. The reported transactions on 09/05/2025 include multiple vesting tranches and share-withholdings for taxes at an indicated $50 withholding price, which reduced the net shares issued. The aggregate vested units increase the executive's stake and convert to common stock on settlement, but vesting remains subject to continued employment and, for PSUs, achievement of financial performance metrics. This filing is informational and not indicative of a change in corporate control or material transaction risk.

Corporate Governance Expert

TL;DR: The filing reflects standard equity compensation governance with time- and performance-based vesting schedules.

Documented vesting schedules (grants from June 5, 2023 and June 5, 2024) and the use of share withholding for tax obligations are consistent with common executive compensation practices. The non-derivative and derivative tables show conversions of RSUs/PSUs into common shares upon vesting, with explicit vesting timelines through 2026 and 2027 and continued-employment conditions. No sales or discretionary transfers are reported, and there are no indications of unusual related-party transactions or departures from standard plan administration.

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^*

Benson James 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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP, CFO and Treasurer

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)		4,278	A	(1)	78,220	D
Common Stock	09/05/2025		F(2)		2,069	D	$50	76,151	D
Common Stock	09/05/2025		M(1)		4,938	A	(1)	81,089	D
Common Stock	09/05/2025		F(2)		2,388	D	$50	78,701	D
Common Stock	09/05/2025		M(1)		5,818	A	(1)	84,519	D
Common Stock	09/05/2025		F(2)		2,814	D	$50	81,705	D
Common Stock	09/05/2025		M(1)		3,852	A	(1)	85,557	D
Common Stock	09/05/2025		F(2)		1,863	D	$50	83,694	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			4,278	(3)	(1)	Common Stock	4,278	$0	12,832	D
Restricted Stock Units	(1)	09/05/2025		M			4,938	(4)	(1)	Common Stock	4,938	$0	34,567	D
Performance Restricted Stock Units (Financial)	(1)	09/05/2025		M			5,818	(5)	(1)	Common Stock	5,818	$0	17,450	D
Performance Restricted Stock Units (Financial)	(1)	09/05/2025		M			3,852	(6)	(1)	Common Stock	3,852	$0	26,961	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 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.

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 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.

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.

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 Dynatrace (DT) insider James M. Benson report on the Form 4?

The Form 4 reports the vesting of time-based RSUs and performance-based PSUs on 09/05/2025, with multiple tranches converting to common stock.

How many shares did the reported transactions involve?

The filing lists vested units and resulting beneficial ownership figures including lines showing amounts such as 4,278; 4,938; 5,818; and 3,852 vested in RSUs/PSUs and resulting beneficial ownership balances ranging up to 85,557 shares on reported lines.

Were any shares sold in these transactions?

No open-market sales are reported; the transactions reflect vesting events and shares withheld for tax withholding rather than disposals.

Are the vested PSUs fully owned immediately?

No. PSUs are governed by performance conditions and vesting schedules; while some vested tranches converted to common stock, full settlement depends on achievement of performance targets and continued employment.

Why were some shares marked with a price of $50?

The $50 figure corresponds to shares withheld by the issuer to satisfy tax withholding obligations upon RSU/PSU vesting, per the filing.