Form 4: Dynatrace CEO McConnell Reports Routine Stock Vesting and Tax Withholding

Dynatrace CEO Rick M. McConnell reported the vesting of restricted stock units and performance stock units, along with associated tax withholdings, on September 5, 2025.

Summary

• Dynatrace, Inc. CEO and Director Rick M. McConnell reported multiple transactions on September 5, 2025, primarily related to the vesting of equity awards.
• A total of 56,125 shares of common stock were acquired through the conversion of Restricted Stock Units (RSUs) and Performance Restricted Stock Units (PSUs).
• Concurrently, 28,603 shares of common stock were disposed of at a price of $50 per share to satisfy tax withholding obligations upon the vesting of these awards.
• Following these transactions, McConnell directly holds 198,125 shares of Dynatrace common stock.
• An additional 500 shares are indirectly held by the Anne Marie McConnell Trust, for which the Reporting Person's spouse is the sole trustee, with beneficial ownership disclaimed for Section 16 purposes except for pecuniary interest.
• Remaining derivative holdings include 37,822 time-based RSUs, 103,700 time-based RSUs, 51,436 financial performance-based PSUs, and 80,883 financial performance-based PSUs, which will vest in future installments.

Sentiment

Score: 5

Explanation: The filing reports routine, pre-scheduled executive compensation events (vesting and tax withholding) and does not contain information that would significantly alter the company's financial outlook or strategic direction. It is a neutral, factual disclosure.

Positives

• The vesting of restricted stock units and performance stock units indicates the continued alignment of executive compensation with company performance and time-based service.
• The reporting of these transactions demonstrates transparency in executive compensation and insider holdings.

Negatives

• A portion of the vested shares was sold to cover tax withholding obligations, which is a standard practice but results in a reduction of the direct share count.

Future Outlook

Remaining Restricted Stock Units and Performance Restricted Stock Units are scheduled to vest in equal quarterly installments until fully vested on June 5, 2026, for awards granted in 2023, and June 5, 2027, for awards granted in 2024, subject to continued employment.

Industry Context

This Form 4 filing details routine executive compensation events, specifically the vesting of equity awards and associated tax withholdings. Such transactions are common across publicly traded companies as part of their executive incentive and retention programs, reflecting pre-determined compensation schedules rather than discretionary trading decisions.

Related Party Transactions

• 500 shares are indirectly 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 these shares except to the extent of his pecuniary interest, if any.

Stakeholder Impact

• Shareholders: Minimal direct impact as these are routine compensation events, reflecting previously disclosed executive incentive structures.
• Employees: No direct impact mentioned beyond the CEO's compensation.

Next Steps

• Continued vesting of remaining Restricted Stock Units and Performance Restricted Stock Units according to their respective schedules until June 5, 2026, and June 5, 2027.

Key Dates

Recommendation

This Form 4 filing details routine vesting of executive equity compensation and associated tax withholdings. It does not provide new information regarding Dynatrace's operational performance, strategic direction, or financial health that would warrant a change in investment recommendation. The transactions are pre-scheduled and expected, thus maintaining a neutral stance on the stock based solely on this filing.

Keywords

Dynatrace, DT, SEC Form 4, Insider Transaction, Stock Vesting, CEO, Rick McConnell, Restricted Stock Units, Performance Stock Units, Executive Compensation