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[Form 4] Dynatrace, Inc. Insider Trading Activity

Filing Impact
(Low)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Dynatrace director Jill A. Ward reported movements in her equity awards on Form 4. The filing records the reclassification of 3,981 time-based restricted stock units (RSUs) from non-derivative to derivative treatment and shows those 3,981 RSUs vested in full on August 20, 2025, converting into shares of common stock. Following the reported transactions, the reporting person beneficially owned 40,611 shares of common stock.

The Form 4 also discloses a new grant of 4,111 RSUs that will vest on the earlier of August 20, 2026 or the 2026 annual meeting, subject to continued service. Each RSU represents a contingent right to receive one share and carries $0 exercise price until settlement.

Positive

  • None.

Negative

  • None.

Insights

TL;DR: Routine director equity activity: vesting and a new time-based RSU grant, no unusual acceleration or sale.

The Form 4 documents a standard governance outcome where previously granted time-based RSUs vested upon the specified corporate event (the 2025 annual meeting), resulting in an increase in beneficially owned common shares. The filing also records a follow-on grant of RSUs with a one-year vesting horizon tied to service and the 2026 annual meeting. This pattern is consistent with typical director compensation practices and contains no indicators of unusual insider sales or change-in-control accelerations.

TL;DR: Equity compensation moves reflect scheduled vesting and a standard one-year service-contingent grant of 4,111 RSUs.

The 3,981 RSUs that vested on August 20, 2025 were originally granted on August 23, 2024 and were converted into common shares as disclosed. The newly granted 4,111 RSUs vest on the earlier of one year after grant or the 2026 annual meeting, subject to continued board service. The RSUs are zero-priced contingent awards that do not expire but are forfeited if vesting conditions are not met. These disclosures are material to director dilution and insider ownership calculations but are routine in nature.

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*
Ward Jill A

(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) 36,630(2) D
Common Stock 08/20/2025 M 3,981 A (3) 40,611 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.
* 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.
Dynatrace Inc

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13.36B
298.85M
0.51%
101.52%
2.62%
Software - Application
Services-prepackaged Software
Link
United States
BOSTON