DT Form 4: Director Rowland converts 3,981 RSUs to shares and receives 4,111 RSU grant

Rhea-AI Filing Summary

Dynatrace director Stephen Eric Rowland reported awards and vesting activity resulting in immediate share ownership changes. On 08/20/2025 3,981 restricted stock units (RSUs) vested and were reported as 3,981 shares of common stock acquired at $0 per share, leaving the reporting person with 20,871 shares beneficially owned directly after the transaction. On the same date the director was granted an additional 4,111 RSUs that will vest on the earlier of the one-year anniversary of the grant (August 20, 2026) or the 2026 annual meeting, subject to continued service. The filing was submitted by power of attorney on 08/21/2025. The RSUs do not expire and vesting is contingent on continued service.

Positive

• 3,981 RSUs vested and converted into 3,981 common shares, increasing the director's direct ownership to 20,871 shares
• New grant of 4,111 RSUs awarded with clear time-based vesting, supporting director retention and alignment with shareholders

Negative

• None.

Insights

Securities Analyst

TL;DR: Routine director compensation: vested RSUs converted to shares and a new RSU grant secured for future vesting.

The filing shows a non-event from a market-impact perspective: 3,981 RSUs vested into 3,981 common shares and were recorded as acquisitions at $0, increasing the director's direct holdings to 20,871 shares. Separately, a grant of 4,111 RSUs was awarded with a one-year or annual-meeting-based vesting schedule, conditional on continued board service. This is standard equity compensation for directors and does not indicate a change in control, debt, litigation, or operating performance. Investors monitoring insider trends will note continued alignment of the director with shareholder interests but no immediate dilution beyond the conversion of vested RSUs.

Corporate Governance Expert

TL;DR: Governance-level equity grant and vesting consistent with normal director compensation practices.

The disclosure documents two related transactions dated 08/20/2025: vesting of previously granted RSUs and a new RSU grant with time-based vesting tied to service through the next annual meeting. The RSUs are described as non-expiring contingent rights to one share each and vest on specified anniversaries or the annual meeting — common terms for director awards. There is no indication of performance-based acceleration, employment termination, or other special features disclosed. From a governance standpoint, this demonstrates routine retention and alignment rather than any extraordinary governance event.

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

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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^*

Rowland Stephen Eric

(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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/20/2025

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	08/20/2025		M		3,981	A	(1)	20,871	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)	08/20/2025		M			3,981	(2)	(1)	Common Stock	3,981	$0	0	D
Restricted Stock Units	(1)	08/20/2025		A		4,111		(3)	(1)	Common Stock	4,111	$0	4,111	D

Explanation of Responses:

1. Each RSU represents a contingent right to receive one share of the Issuer's Common Stock. The RSUs do not expire. They either vest or are cancelled prior to the vesting date.

2. As previously reported on August 27, 2024, these RSUs were granted on August 23, 2024. 100% of the RSUs granted vested on August 20, 2025, which was the earlier of the one year anniversary of the date of grant (August 23, 2025) and the date of the Issuer's 2025 Annual Meeting of Stockholders (which was held on August 20, 2025).

3. Represents the grant of RSUs. 100% of the RSUs granted will vest on the earlier of the one year anniversary of the date of grant (August 20, 2026) and the date of the Issuer's 2026 Annual Meeting of Stockholders, subject to the Reporting Person's continued service as a director of the Issuer on the applicable vesting date.

Remarks:

	/s/ Marc Gold, by power of attorney	08/21/2025
	** 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 insider activity did Dynatrace (DT) disclose on Form 4 dated 08/20/2025?

The filing reports that director Stephen Eric Rowland had 3,981 RSUs vest into 3,981 shares and received a new grant of 4,111 RSUs, both dated 08/20/2025.

How many shares does the reporting person beneficially own after the reported transactions?

Following the transactions, the reporting person beneficially owned 20,871 shares of Dynatrace common stock directly.

What are the vesting terms for the newly granted 4,111 RSUs?

The 4,111 RSUs vest on the earlier of the one-year anniversary of the grant (August 20, 2026) or the Issuer's 2026 Annual Meeting, subject to the reporting person’s continued service as a director.

Were any shares purchased for cash in these transactions?

No; the vested RSUs converted to shares at $0 per share, and the RSU grant is an equity award rather than a cash purchase.

Who signed the Form 4 filing for the reporting person?

The Form 4 was signed by Marc Gold by power of attorney on 08/21/2025.