Why were some Dynatrace shares marked as disposed of at $44.45 per share?

The filing states that certain shares were withheld by Dynatrace to satisfy tax withholding obligations when RSUs vested. These withheld shares are reported as dispositions at a price of $44.45 per share.

Who filed this Form 4 related to Dynatrace (DT) and in what capacity?

The Form 4 was filed for Marc Gold , who is identified as an officer of Dynatrace, serving as EVP, CFO and Treasurer . The form is marked as filed by one reporting person .

Dynatrace (NYSE: DT) EVP CFO Marc Gold reports RSU and PSU vesting

Q: What did Dynatrace (DT) disclose in this Form 4 filing?

The filing reports that Marc Gold , Dynatrace’s EVP, CFO and Treasurer , had multiple batches of restricted stock units (RSUs) and performance-based RSUs vest on December 5, 2025 , along with related share withholding for taxes and a small purchase through the Employee Stock Purchase Plan.

Q: What are the key terms of the RSUs reported by Dynatrace (DT)?

Each restricted stock unit (RSU) represents a contingent right to receive one share of Dynatrace common stock. The RSUs do not expire; instead, they either vest or are cancelled before the vesting date, as described in the explanation of responses.

Q: What are Financial PSUs mentioned in the Dynatrace (DT) Form 4?

Financial PSUs are performance-based restricted stock units that vest based on financial performance. The filing notes grants on June 5, 2023 and June 5, 2024 , with 33% vesting on the first anniversary and the remaining units vesting in equal quarterly installments until fully vested in 2026 or 2027 , subject to continued employment.

Filing Impact

(Moderate)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

Dynatrace, Inc. executive Marc Gold, EVP, CFO and Treasurer, reported routine equity compensation activity. On December 5, 2025, several batches of restricted stock units (RSUs) and performance-based RSUs tied to financial goals vested, each RSU representing a right to receive one share of Dynatrace common stock. In connection with these vestings, the company withheld shares at a price of $44.45 per share to cover tax obligations, which reduced the number of shares directly held.

Following the reported transactions, Marc Gold directly beneficially owned 102,604 shares of Dynatrace common stock. The filing also notes ongoing vesting schedules for RSU and performance RSU grants made in 2023 and 2024, which generally vest 33% on the first anniversary date and then in equal quarterly installments through 2026 or 2027, contingent on continued employment. In addition, 1 share of common stock was acquired through the company’s Employee Stock Purchase Plan for the offering period from June 6, 2025 to December 5, 2025.

Insider Trade Summary

18,883 shares exercised/converted

Mixed 12 txns

Insider Benson James M

Role EVP, CFO and Treasurer

Type	Security	Shares	Price	Value
Exercise	Performance Restricted Stock Units (Financial)	5,816	$0.00	--
Exercise	Restricted Stock Units	4,277	$0.00	--
Exercise	Performance Restricted Stock Units (Financial)	3,852	$0.00	--
Exercise	Restricted Stock Units	4,938	$0.00	--
Exercise	Common Stock	5,816	$0.00	--
Tax Withholding	Common Stock	2,813	$44.45	$125K
Exercise	Common Stock	4,277	$0.00	--
Tax Withholding	Common Stock	2,068	$44.45	$92K
Exercise	Common Stock	3,852	$0.00	--
Tax Withholding	Common Stock	1,863	$44.45	$83K
Exercise	Common Stock	4,938	$0.00	--
Tax Withholding	Common Stock	2,388	$44.45	$106K

Holdings After Transaction: Performance Restricted Stock Units (Financial) — 11,634 shares (Direct); Restricted Stock Units — 8,555 shares (Direct); Common Stock — 98,669 shares (Direct)

Footnotes (1)

Each restricted stock unit ("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. Shares withheld by the Issuer to satisfy the Reporting Person's tax withholding obligations upon the vesting of RSUs. The number of securities reported reflects the acquisition on December 5, 2025 of 1 share of Common Stock pursuant to the Issuer's Employee Stock Purchase Plan ("ESPP") for the ESPP offering period of June 6, 2025 through December 5, 2025. Represents the vesting of RSUs 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 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 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. 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.

Form 4 Insider Transactions: What Each Field Means →

12/09/2025 - 05:34 PM

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
Estimated average burden
hours per response:			0.5

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

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)
12/05/2025

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	12/05/2025		M⁽¹⁾		5,816	A	⁽¹⁾	98,669	D
Common Stock	12/05/2025		F⁽²⁾		2,813	D	$44.45	95,856	D
Common Stock	12/05/2025		M⁽¹⁾		4,277	A	⁽¹⁾	100,133	D
Common Stock	12/05/2025		F⁽²⁾		2,068	D	$44.45	98,065	D
Common Stock	12/05/2025		M⁽¹⁾		3,852	A	⁽¹⁾	101,917	D
Common Stock	12/05/2025		F⁽²⁾		1,863	D	$44.45	100,054	D
Common Stock	12/05/2025		M⁽¹⁾		4,938	A	⁽¹⁾	104,992	D
Common Stock	12/05/2025		F⁽²⁾		2,388	D	$44.45	102,604⁽³⁾	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Performance Restricted Stock Units (Financial)	⁽¹⁾	12/05/2025		M			5,816	⁽⁴⁾	⁽¹⁾	Common Stock	5,816	$0	11,634	D
Restricted Stock Units	⁽¹⁾	12/05/2025		M			4,277	⁽⁵⁾	⁽¹⁾	Common Stock	4,277	$0	8,555	D
Performance Restricted Stock Units (Financial)	⁽¹⁾	12/05/2025		M			3,852	⁽⁶⁾	⁽¹⁾	Common Stock	3,852	$0	23,109	D
Restricted Stock Units	⁽¹⁾	12/05/2025		M			4,938	⁽⁷⁾	⁽¹⁾	Common Stock	4,938	$0	29,629	D

Explanation of Responses:

1. Each restricted stock unit ("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. Shares withheld by the Issuer to satisfy the Reporting Person's tax withholding obligations upon the vesting of RSUs.

3. The number of securities reported reflects the acquisition on December 5, 2025 of 1 share of Common Stock pursuant to the Issuer's Employee Stock Purchase Plan ("ESPP") for the ESPP offering period of June 6, 2025 through December 5, 2025.

4. Represents the vesting of RSUs 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.

5. 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 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.

7. 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.

Remarks:

	/s/ Marc Gold, by power of attorney	12/09/2025
	** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What did Dynatrace (DT) disclose in this Form 4 filing?

The filing reports that Marc Gold, Dynatrace’s EVP, CFO and Treasurer, had multiple batches of restricted stock units (RSUs) and performance-based RSUs vest on December 5, 2025, along with related share withholding for taxes and a small purchase through the Employee Stock Purchase Plan.

How many Dynatrace shares does the reporting person own after the transactions?

After the reported vesting and tax-withholding transactions on December 5, 2025, Marc Gold beneficially owned 102,604 shares of Dynatrace common stock in direct ownership.

What are the key terms of the RSUs reported by Dynatrace (DT)?

Each restricted stock unit (RSU) represents a contingent right to receive one share of Dynatrace common stock. The RSUs do not expire; instead, they either vest or are cancelled before the vesting date, as described in the explanation of responses.

What are Financial PSUs mentioned in the Dynatrace (DT) Form 4?

Financial PSUs are performance-based restricted stock units that vest based on financial performance. The filing notes grants on June 5, 2023 and June 5, 2024, with 33% vesting on the first anniversary and the remaining units vesting in equal quarterly installments until fully vested in 2026 or 2027, subject to continued employment.

Did the Dynatrace (DT) executive purchase any shares through an Employee Stock Purchase Plan?

Yes. The filing explains that the reported holdings include the acquisition of 1 share of Dynatrace common stock on December 5, 2025 through the Employee Stock Purchase Plan for the offering period from June 6, 2025 to December 5, 2025.