Dynatrace (DT) SVP, Chief Accounting Officer reports RSU vesting and tax withholding

Rhea-AI Filing Summary

Dynatrace, Inc. reported insider equity activity for its SVP and Chief Accounting Officer on December 5, 2025. The officer converted performance-based and time-based restricted stock units (RSUs) into Dynatrace common stock as tranches of previously granted awards vested. The filing shows multiple "M" transactions where Financial performance RSUs and standard RSUs vested and delivered shares, and corresponding "F" transactions where 1,166, 272 and 348 shares of common stock were withheld at a price of $44.45 per share to cover tax obligations. After these transactions, the officer continued to hold tens of thousands of Dynatrace shares and several thousand unvested performance RSUs and RSUs, which are scheduled to vest in quarterly installments through June 5, 2026 and June 5, 2027, subject to continued employment.

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^*

Yates Daniel S.

(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)
	SVP, Chief Accounting Officer

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	12/05/2025		M(1)		2,410	A	(1)	25,790	D
Common Stock	12/05/2025		F(2)		1,166	D	$44.45	24,624	D
Common Stock	12/05/2025		M(1)		561	A	(1)	25,185	D
Common Stock	12/05/2025		F(2)		272	D	$44.45	24,913	D
Common Stock	12/05/2025		M(1)		719	A	(1)	25,632	D
Common Stock	12/05/2025		F(2)		348	D	$44.45	25,284	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
Performance Restricted Stock Units (Financial)	(1)	12/05/2025		M			2,410	(3)	(1)	Common Stock	2,410	$0	4,818	D
Performance Restricted Stock Units (Financial)	(1)	12/05/2025		M			561	(4)	(1)	Common Stock	561	$0	3,358	D
Restricted Stock Units	(1)	12/05/2025		M			719	(5)	(1)	Common Stock	719	$0	4,309	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. Represents the vesting of RSUs based on financial performance ("Financial PSUs") granted on October 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.

4. 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.

5. 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).
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FAQ

What does Dynatrace (DT) Form 4 filed for the SVP, Chief Accounting Officer report?

It reports that the Dynatrace SVP and Chief Accounting Officer had several restricted stock unit (RSU) and performance RSU awards vest on December 5, 2025, resulting in the acquisition of Dynatrace common stock and related share withholding for taxes.

How many Dynatrace (DT) shares were withheld to cover taxes in this Form 4?

The officer had 1,166, 272, and 348 Dynatrace common shares withheld, each at a price of $44.45 per share, to satisfy tax withholding obligations upon vesting of RSUs.

What types of equity awards are involved in this Dynatrace (DT) Form 4?

The filing involves Performance Restricted Stock Units (Financial PSUs) granted on October 15, 2023 and June 5, 2024, and time-based Restricted Stock Units granted on June 5, 2024, each representing a contingent right to receive one share of Dynatrace common stock.

What are the vesting schedules for the Dynatrace (DT) performance RSUs disclosed?

For Financial PSUs granted on October 15, 2023, 33% vested on June 5, 2024 and the rest vest in equal quarterly installments until fully vested on June 5, 2026. For Financial PSUs granted on June 5, 2024, 33% vested on June 5, 2025 and the remainder vest quarterly until June 5, 2027, subject to continued employment.

How do the restricted stock units in the Dynatrace (DT) Form 4 work?

Each RSU represents a contingent right to receive one share of Dynatrace common stock. According to the disclosure, RSUs do not expire; they either vest or are cancelled prior to the vesting date, depending on conditions such as continued employment and, for Financial PSUs, financial performance.

What is the vesting schedule for the time-based RSUs in this Dynatrace (DT) filing?

Time-based RSUs granted on June 5, 2024 have 33% that vested on June 5, 2025, with the balance vesting in equal quarterly installments until fully vested on June 5, 2027, subject to the officer’s continued employment.