DT Form 4: Director Lifshatz reports 3,981 RSUs vested; 4,111 RSUs granted

Rhea-AI Filing Summary

Stephen J. Lifshatz, a director of Dynatrace, Inc. (DT), reported changes to his equity holdings on 08/20/2025. The filing shows certain previously reported unvested time-based restricted stock units (RSUs) totaling 3,981 shares were moved from the non-derivative table to the derivative table to reflect their status as RSUs. Those RSUs, originally granted on 08/23/2024, 100% vested on 08/20/2025. The report also discloses a new grant of 4,111 RSUs that will vest on the earlier of the one-year anniversary of the grant (on or about 08/20/2026) or the 2026 annual meeting, subject to continued service. The filing is a routine disclosure of director equity movement and new RSU awards, showing the conversion and issuance mechanics rather than market sales or purchases.

Positive

• Director alignment through equity: A new grant of 4,111 RSUs ties the director's compensation to company performance and continued service.
• Vesting completion disclosed: 3,981 RSUs previously reported have 100% vested on 08/20/2025, clarifying ownership status.

Negative

• None.

Insights

Securities Analyst

TL;DR: Routine director equity vesting and a new RSU grant; no cash sale or purchase reported.

The Form 4 documents administrative reclassification of 3,981 previously reported unvested RSUs now recorded as derivative securities and the vesting of those units on 08/20/2025. It also records a new grant of 4,111 RSUs that will vest by the earlier of a one-year anniversary or the 2026 annual meeting, contingent on continued service. There are no reported open-market dispositions or cash proceeds; this is a compensation and accounting movement consistent with director equity programs.

Corporate Governance Expert

TL;DR: Typical director equity administration—vesting occurred and a follow-on award was granted with service-based vesting.

The filing indicates standard governance practice: time-based RSUs granted to a director vested in full on 08/20/2025, and a subsequent RSU grant of 4,111 units was made with similar one-year/service-based vesting conditions. These disclosures align director incentives with long-term shareholder interest but do not represent unusual compensation terms or immediate dilution beyond routine equity compensation accounting.

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^*

LIFSHATZ STEPHEN J

(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(1)								32,490(2)	D
Common Stock	08/20/2025		M		3,981	A	(3)	36,471	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	(3)							(4)	(3)	Common Stock	3,981		3,981	D
Restricted Stock Units	(3)	08/20/2025		M			3,981	(4)	(3)	Common Stock	3,981	$0	0	D
Restricted Stock Units	(3)	08/20/2025		A		4,111		(5)	(3)	Common Stock	4,111	$0	4,111	D

Explanation of Responses:

1. This Form 4 reports the moving of unvested time-based restricted stock units ("RSUs") previously reported in Table I to Table II in addition to the transactions reflected herein.

2. Reflects a decrease of 3,981 shares of the Issuer's Common Stock representing unvested RSUs that were previously reported in Table I and are being reported in Table II of this Form 4 as derivative securities.

3. 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.

4. 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).

5. 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.
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FAQ

What insider transactions did Dynatrace (DT) report on 08/20/2025?

The Form 4 shows that director Stephen J. Lifshatz had 3,981 previously reported unvested RSUs reclassified and vested on 08/20/2025, and received a new grant of 4,111 RSUs that will vest by the earlier of one year or the 2026 annual meeting.

Did the Form 4 report any open-market purchases or sales by the director for DT?

No. The filing reflects movement and grants of RSUs and vesting events; it does not report any cash purchases or sales on the open market.

How many shares will the new RSU grant convert into for Dynatrace director?

Each RSU represents a contingent right to one share of Dynatrace common stock, so the grant of 4,111 RSUs corresponds to 4,111 underlying shares upon vesting.

When did the earlier RSUs originate and when did they vest?

The RSUs were granted on 08/23/2024 and 100% vested on 08/20/2025, per the Form 4 explanation.

Are the new RSUs subject to any conditions?

Yes. The 4,111 RSUs vest on the earlier of the one-year anniversary of grant (around 08/20/2026) or the 2026 annual meeting, subject to the director's continued service.