Dynatrace (DT) CRO Form 4 shows RSU vesting and $44.45 tax withholding

Rhea-AI Filing Summary

Dynatrace, Inc. executive vice president and chief revenue officer reported routine equity compensation activity. On December 5, 2025, several restricted stock unit (RSU) and performance-based RSU awards vested, converting into shares of Dynatrace common stock. In connection with these vestings, the company withheld shares to cover tax obligations at a price of $44.45 per share.

Following these transactions, the officer directly owned 16,430 shares of Dynatrace common stock. The filing also shows continued holdings of derivative equity awards, including 27,836 performance RSUs tied to financial metrics, 38,325 time-based RSUs, and additional performance and time-based RSUs with vesting schedules running through June 5, 2027, subject to continued employment.

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^*

Zugelder Dan

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP, Chief Revenue 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)		13,918	A	(1)	15,339	D
Common Stock	12/05/2025		F(2)		6,364	D	$44.45	8,975	D
Common Stock	12/05/2025		M(1)		6,387	A	(1)	15,362	D
Common Stock	12/05/2025		F(2)		2,921	D	$44.45	12,441	D
Common Stock	12/05/2025		M(1)		3,222	A	(1)	15,663	D
Common Stock	12/05/2025		F(2)		1,474	D	$44.45	14,189	D
Common Stock	12/05/2025		M(1)		4,130	A	(1)	18,319	D
Common Stock	12/05/2025		F(2)		1,889	D	$44.45	16,430(3)	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
Performance Restricted Stock Units (Financial)	(1)	12/05/2025		M			13,918	(4)	(1)	Common Stock	13,918	$0	27,836	D
Restricted Stock Units	(1)	12/05/2025		M			6,387	(5)	(1)	Common Stock	6,387	$0	38,325	D
Performance Restricted Stock Units (Financial)	(1)	12/05/2025		M			3,222	(6)	(1)	Common Stock	3,222	$0	19,325	D
Restricted Stock Units	(1)	12/05/2025		M			4,130	(7)	(1)	Common Stock	4,130	$0	24,780	D

Explanation of Responses:

1. Each 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. The number of securities reported reflects the acquisition on December 5, 2025 of 1 share of Common Stock pursuant to the Issuer's Employee Stock Purchase Plan ("ESPP") for the ESPP offering period of June 6, 2025 through December 5, 2025.

4. Represents the vesting of RSUs based on financial performance ("Financial PSUs") granted on July 15, 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 July 15, 2023. 12.5% of the RSUs granted vested on December 5, 2023 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 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.
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FAQ

What insider transaction did Dynatrace (DT) report in this Form 4?

The Form 4 reports that Dynatrace’s EVP and Chief Revenue Officer had multiple restricted stock unit (RSU) and performance-based RSU awards vest on December 5, 2025, resulting in the acquisition of Dynatrace common stock and share withholding for taxes.

How many Dynatrace (DT) common shares does the reporting officer own after the transactions?

After the reported transactions on December 5, 2025, the officer directly owned 16,430 shares of Dynatrace common stock.

Why were some Dynatrace (DT) shares marked as disposed of at $44.45?

Shares shown as disposed of at $44.45 per share were withheld by Dynatrace to satisfy the reporting person’s tax withholding obligations upon the vesting of RSUs, as described in the footnote.

What are the key RSU and performance RSU holdings reported for the Dynatrace (DT) officer?

The officer reported derivative holdings that include 27,836 performance RSUs based on financial performance, 38,325 time-based RSUs, 19,325 additional performance RSUs, and 24,780 additional time-based RSUs, each convertible into Dynatrace common stock.

What are the vesting schedules for the Dynatrace (DT) RSUs mentioned in the filing?

Certain financial performance RSUs granted on July 15, 2023 vest 33% on June 5, 2024, with the remainder vesting quarterly until fully vested on June 5, 2026. Time-based RSUs granted on July 15, 2023 vest 12.5% on December 5, 2023, with the balance vesting quarterly until June 5, 2027. Additional financial and time-based RSUs granted on June 5, 2024 vest 33% on June 5, 2025 and continue quarterly until June 5, 2027, all subject to continued employment.

Did the Dynatrace (DT) officer acquire any shares through an employee stock purchase plan?

Yes. A footnote explains that the number of securities reported includes the acquisition on December 5, 2025 of 1 share of Dynatrace common stock under the company’s Employee Stock Purchase Plan for the offering period from June 6, 2025 through December 5, 2025.