Form 4: Dynatrace CFO Reports Routine Equity Vesting and Tax-Related Stock Dispositions

Dynatrace, Inc.'s EVP, CFO, and Treasurer, James M. Benson, reported a series of routine equity transactions on June 5, 2025, involving the vesting of restricted stock units and performance stock units, alongside associated tax withholdings and an Employee Stock Purchase Plan acquisition.

Summary

• James M. Benson, EVP, CFO, and Treasurer of Dynatrace, Inc. (DT), reported multiple stock transactions on June 5, 2025.
• A total of 55,530 shares of Dynatrace Common Stock were acquired through the vesting of various Restricted Stock Units (RSUs) and Performance Stock Units (PSUs).
• Concurrently, 26,851 shares of Common Stock were disposed of at a price of $54.94 per share to satisfy tax withholding obligations upon the vesting of these equity awards.
• An additional 428 shares of Common Stock were acquired by Mr. Benson through the Issuer's Employee Stock Purchase Plan (ESPP) for the offering period from December 6, 2024, to June 5, 2025.
• Following these reported transactions, Mr. Benson's direct beneficial ownership of Dynatrace Common Stock stands at 124,445 shares.
• The filing also reported the grant of 58,824 new time-based Restricted Stock Units (RSUs) on June 5, 2025, with vesting scheduled to occur in installments through June 5, 2028.
• Vesting events included RSUs granted on June 5, 2023, and June 5, 2024, as well as Financial Performance Stock Units (PSUs) granted on June 5, 2023, and June 5, 2024, and relative Total Stockholder Return (rTSR) PSUs granted on June 5, 2024, following certification of performance conditions by the Compensation Committee.

Sentiment

Score: 5

Explanation: The filing reports routine insider transactions related to executive compensation, including vesting of equity awards, tax withholdings, and an ESPP acquisition. There are no indications of unusual sales or purchases that would suggest a strong positive or negative sentiment, making the overall sentiment neutral.

Positives

• Acquisition of 55,530 shares of common stock through the vesting of various Restricted Stock Units (RSUs) and Performance Stock Units (PSUs), indicating the successful achievement of performance targets and continued long-term equity compensation.
• Grant of 58,824 new time-based Restricted Stock Units (RSUs) on June 5, 2025, demonstrating ongoing commitment to executive long-term incentives.
• Acquisition of 428 shares through the Employee Stock Purchase Plan (ESPP), reflecting participation in employee ownership programs.

Negatives

• Disposition of 26,851 shares of common stock at $54.94 per share to cover tax withholding obligations, which reduces the direct beneficial ownership of the executive.

Future Outlook

The document indicates a continued long-term incentive structure for the executive, with future vesting schedules for equity awards extending through June 5, 2028, contingent on continued employment. This suggests a stable compensation framework designed for executive retention.

Management Comments

• The filing details the mechanics of executive compensation, including the vesting of performance-based and time-based equity awards, and the associated tax withholdings, reflecting standard compensation practices.

Industry Context

This Form 4 filing is a routine disclosure of insider transactions related to executive compensation. It does not provide information on broader industry trends or competitive dynamics, but rather reflects standard practices for publicly traded companies in compensating their executives through equity awards.

Corporate Governance

Stakeholder Impact

• Shareholders: The filing provides transparency into executive compensation and stock ownership, which is a standard disclosure for corporate governance.
• Employees: The Employee Stock Purchase Plan (ESPP) acquisition highlights a benefit available to employees, promoting broader employee ownership.

Next Steps

• Future vesting of time-based Restricted Stock Units (RSUs) granted on June 5, 2025, with 33% vesting on June 5, 2026, and the balance in equal quarterly installments until fully vested on June 5, 2028.
• Continued vesting of RSUs granted on June 5, 2023, with remaining installments until fully vested on June 5, 2026.
• Continued vesting of RSUs granted on June 5, 2024, with remaining installments until fully vested on June 5, 2027.
• Continued vesting of Financial Performance Stock Units (PSUs) granted on June 5, 2023, with remaining installments until fully vested on June 5, 2026.
• Continued vesting of Financial Performance Stock Units (PSUs) granted on June 5, 2024, with remaining installments until fully vested on June 5, 2027.

Key Dates

Keywords

Dynatrace, DT, Form 4, Insider Transaction, Restricted Stock Units, RSU, Performance Stock Units, PSU, Employee Stock Purchase Plan, ESPP, Executive Compensation, Stock Vesting, Tax Withholding, Beneficial Ownership