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
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.
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.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Restricted Stock Units | 12,608 | $0.00 | -- |
| Exercise | Restricted Stock Units | 14,814 | $0.00 | -- |
| Exercise | Performance Restricted Stock Units (Financial) | 17,147 | $0.00 | -- |
| Exercise | Performance Restricted Stock Units (Financial) | 11,556 | $0.00 | -- |
| Exercise | Common Stock | 12,608 | $0.00 | -- |
| Tax Withholding | Common Stock | 6,403 | $50.00 | $320K |
| Exercise | Common Stock | 14,814 | $0.00 | -- |
| Tax Withholding | Common Stock | 7,523 | $50.00 | $376K |
| Exercise | Common Stock | 17,147 | $0.00 | -- |
| Tax Withholding | Common Stock | 8,708 | $50.00 | $435K |
| Exercise | Common Stock | 11,556 | $0.00 | -- |
| Tax Withholding | Common Stock | 5,869 | $50.00 | $293K |
| holding | Common Stock | -- | -- | -- |
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. 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. 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 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.
