Dynatrace (DT) CEO and director disclose RSU and PSU vesting, share withholding

Rhea-AI Filing Summary

Dynatrace, Inc.'s chief executive officer and director reported equity award activity and related share withholding. On 12/05/2025, several blocks of time-based restricted stock units (RSUs) and performance-based RSUs (Financial PSUs) vested, each representing the right to receive one share of Dynatrace common stock. These awards were originally granted on June 5, 2023 and June 5, 2024 and generally vest 33% on the first anniversary of grant, with the remaining amounts vesting in equal quarterly installments through June 5, 2026 or June 5, 2027, subject to continued employment.

In connection with these vestings, the issuer withheld multiple lots of shares, including 8,707, 6,402, 5,868 and 7,524 shares, at a price of $44.45 per share, to cover tax obligations. After these transactions, the reporting person beneficially owned 138,342 shares of Dynatrace common stock directly and 500 shares indirectly through a family trust.

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)
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)		17,145	A	(1)	127,866	D
Common Stock	12/05/2025		F(2)		8,707	D	$44.45	119,159	D
Common Stock	12/05/2025		M(1)		12,607	A	(1)	131,766	D
Common Stock	12/05/2025		F(2)		6,402	D	$44.45	125,364	D
Common Stock	12/05/2025		M(1)		11,555	A	(1)	136,919	D
Common Stock	12/05/2025		F(2)		5,868	D	$44.45	131,051	D
Common Stock	12/05/2025		M(1)		14,815	A	(1)	145,866	D
Common Stock	12/05/2025		F(2)		7,524	D	$44.45	138,342	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
Performance Restricted Stock Units (Financial)	(1)	12/05/2025		M			17,145	(4)	(1)	Common Stock	17,145	$0	34,291	D
Restricted Stock Units	(1)	12/05/2025		M			12,607	(5)	(1)	Common Stock	12,607	$0	25,215	D
Performance Restricted Stock Units (Financial)	(1)	12/05/2025		M			11,555	(6)	(1)	Common Stock	11,555	$0	69,328	D
Restricted Stock Units	(1)	12/05/2025		M			14,815	(7)	(1)	Common Stock	14,815	$0	88,885	D

Explanation of Responses:

1. Each time-based 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. 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 RSUs 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.

5. Represents the vesting of 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.

6. 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.

7. 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).
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 insider transaction did Dynatrace (DT) report on December 5, 2025?

On 12/05/2025, Dynatrace's chief executive officer and director reported the vesting of multiple restricted stock unit (RSU) and performance-based RSU awards, along with related share withholding for taxes.

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

Shares withheld to cover tax obligations included lots of 8,707, 6,402, 5,868, and 7,524 Dynatrace common shares, each withheld at a price of $44.45 per share.

How many Dynatrace (DT) shares does the reporting person own after these transactions?

Following the reported transactions, the reporting person beneficially owned 138,342 Dynatrace common shares directly and 500 shares indirectly through the Anne Marie McConnell Trust dated July 16, 2021.

What are the vesting terms of the Dynatrace (DT) performance RSUs granted June 5, 2023?

Financial performance RSUs granted on June 5, 2023 vest with 33% vesting on June 5, 2024, and the remaining balance vesting in equal quarterly installments until fully vested on June 5, 2026, subject to continued employment.

What are the vesting terms of the Dynatrace (DT) RSUs granted June 5, 2024?

RSUs and Financial PSUs granted on June 5, 2024 vest with 33% vesting on June 5, 2025, and the remaining amounts vesting in equal quarterly installments until fully vested on June 5, 2027, subject to the reporting person's continued employment.

What do the transaction codes M and F mean in this Dynatrace (DT) Form 4?

Code M indicates the vesting and settlement of RSUs or performance RSUs into Dynatrace common stock, while code F indicates shares withheld by the issuer to satisfy the reporting person's tax withholding obligations upon vesting.

Does the Dynatrace (DT) Form 4 involve expiring options or RSUs?

The filing explains that each time-based restricted stock unit represents a contingent right to receive one share of Dynatrace common stock and does not expire; it either vests or is cancelled before the vesting date.