Dynatrace (DT) Form 4: CEO Vesting Events and 28,503 Shares Withheld for Taxes

Rhea-AI Filing Summary

Dynatrace Chief Executive Officer Rick M. McConnell reported multiple vesting events on 09/05/2025 that changed his beneficial ownership. The report shows a sequence of restricted stock unit vestings and related tax-withholdings that increased his direct holdings to 203,994 shares. Several tranches of time-based and financial performance RSUs vested, adding incremental shares (12,608; 14,814; 17,147; 11,556) and underlying common stock counts are listed. The filing also discloses 28,503 shares withheld by the issuer to satisfy tax obligations and 500 shares held indirectly in a trust for which he disclaims Section 16 beneficial ownership except to the extent of any pecuniary interest.

Positive

• CEO's direct beneficial ownership increased to 203,994 shares following scheduled RSU and PSU vesting
• Vesting includes performance-based awards, aligning executive pay with company financial goals

Negative

• 28,503 shares were withheld by the issuer to satisfy tax withholding, reducing net shares delivered to the reporting person

Insights

Financial Analyst

TL;DR: Routine executive equity vesting increased CEO McConnell's stake to 203,994 shares; tax withholding reduced net share receipts.

The Form 4 documents multiple scheduled vesting events of time-based RSUs and performance RSUs on 09/05/2025 for Dynatrace CEO Rick McConnell. These vestings are standard compensation vesting rather than open-market purchases or sales, and they raise his direct beneficial ownership to 203,994 shares. The issuer withheld 28,503 shares to satisfy tax obligations, which lowered the net number of shares delivered. From an analytical perspective, these transactions reflect compensation realization and alignment with shareholder interests but do not indicate active trading strategy or material change in control.

Corporate Governance Expert

TL;DR: The filing shows scheduled vesting under prior grants and a standard trustee-held trust; no unusual governance signals.

The disclosures identify time-based and performance-based RSU vesting schedules from grants dated June 5, 2023 and June 5, 2024, with standard phased vesting through 2026/2027. An indirect holding of 500 shares is held in a trust managed by the reporting person's spouse, with a disclaimer of Section 16 beneficial ownership noted. Signatures and POA filing are present. These are routine compensation and family-trust disclosures consistent with governance norms and do not raise red flags regarding related-party transactions or change-in-control events.

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^*

MCCONNELL RICK 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)

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

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)		12,608	A	(1)	183,111	D
Common Stock	09/05/2025		F(2)		6,403	D	$50	176,708	D
Common Stock	09/05/2025		M(1)		14,814	A	(1)	191,522	D
Common Stock	09/05/2025		F(2)		7,523	D	$50	183,999	D
Common Stock	09/05/2025		M(1)		17,147	A	(1)	201,146	D
Common Stock	09/05/2025		F(2)		8,708	D	$50	192,438	D
Common Stock	09/05/2025		M(1)		11,556	A	(1)	203,994	D
Common Stock	09/05/2025		F(2)		5,869	D	$50	198,125	D
Common Stock								500	I	See Footnote(3)

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			12,608	(4)	(1)	Common Stock	12,608	$0	37,822	D
Restricted Stock Units	(1)	09/05/2025		M			14,814	(5)	(1)	Common Stock	14,814	$0	103,700	D
Performance Restricted Stock Units (Financial)	(1)	09/05/2025		M			17,147	(6)	(1)	Common Stock	17,147	$0	51,436	D
Performance Restricted Stock Units (Financial)	(1)	09/05/2025		M			11,556	(7)	(1)	Common Stock	11,556	$0	80,883	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. Shares held by the Anne Marie McConnell Trust dated July 16, 2021, for which the Reporting Person's spouse is the sole trustee. The Reporting Person disclaims Section 16 beneficial ownership of the shares except to the extent of his pecuniary interest, if any, therein, and nothing contained in this report shall be deemed an admission that the Reporting Person is the beneficial owner of any of the shares for Section 16 purposes or otherwise.

4. 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.

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.

6. 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.

7. 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 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 CEO Rick McConnell report on Form 4 (DT)?

The Form 4 reports multiple RSU and performance PSU vesting events on 09/05/2025, resulting in direct beneficial ownership of 203,994 shares.

How many shares were withheld for taxes in the filing?

The issuer withheld a total of 28,503 shares to satisfy the reporting person's tax withholding obligations upon vesting.

Are any shares held indirectly by the reporting person?

Yes; 500 shares are held by the Anne Marie McConnell Trust dated July 16, 2021, for which the reporting person disclaims Section 16 beneficial ownership except to the extent of any pecuniary interest.

Do the transactions indicate open-market purchases or sales by the CEO?

No; the reported changes arise from vesting of restricted stock units and withholding for taxes, not from open-market purchases or sales.

What grants do the vested awards relate to?

The vestings relate to RSUs and Financial PSUs granted on June 5, 2023 and June 5, 2024, with staggered vesting through 2026 and 2027 as described in the filing.