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
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.
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.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Restricted Stock Units | 4,278 | $0.00 | -- |
| Exercise | Restricted Stock Units | 4,938 | $0.00 | -- |
| Exercise | Performance Restricted Stock Units (Financial) | 5,818 | $0.00 | -- |
| Exercise | Performance Restricted Stock Units (Financial) | 3,852 | $0.00 | -- |
| Exercise | Common Stock | 4,278 | $0.00 | -- |
| Tax Withholding | Common Stock | 2,069 | $50.00 | $103K |
| Exercise | Common Stock | 4,938 | $0.00 | -- |
| Tax Withholding | Common Stock | 2,388 | $50.00 | $119K |
| Exercise | Common Stock | 5,818 | $0.00 | -- |
| Tax Withholding | Common Stock | 2,814 | $50.00 | $141K |
| Exercise | Common Stock | 3,852 | $0.00 | -- |
| Tax Withholding | Common Stock | 1,863 | $50.00 | $93K |
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 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 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.
FAQ
What transactions did Dynatrace (DT) insider James M. Benson report on the Form 4?
Are the vested PSUs fully owned immediately?
