Form 4: Dynatrace CFO's Routine Stock Transactions

Dynatrace CFO James M. Benson reported multiple transactions involving common stock and restricted stock units on December 5, 2025, including acquisitions from vesting and dispositions for tax obligations.

Summary

• James M. Benson, EVP, CFO, and Treasurer of Dynatrace, Inc. (DT), reported transactions on December 5, 2025.
• Acquired 5,816 shares of Common Stock through the vesting of Performance Restricted Stock Units (Financial PSUs) granted on June 5, 2023.
• Disposed of 2,813 shares of Common Stock at a price of $44.45 per share to satisfy tax withholding obligations upon RSU vesting.
• Acquired 4,277 shares of Common Stock through the vesting of Restricted Stock Units (RSUs) granted on June 5, 2023.
• Disposed of 2,068 shares of Common Stock at a price of $44.45 per share to satisfy tax withholding obligations upon RSU vesting.
• Acquired 3,852 shares of Common Stock through the vesting of Financial PSUs granted on June 5, 2024.
• Disposed of 1,863 shares of Common Stock at a price of $44.45 per share to satisfy tax withholding obligations upon RSU vesting.
• Acquired 4,938 shares of Common Stock through the vesting of RSUs granted on June 5, 2024.
• Disposed of 2,388 shares of Common Stock at a price of $44.45 per share to satisfy tax withholding obligations upon RSU vesting.
• Acquired 1 share of Common Stock pursuant to the Issuer's Employee Stock Purchase Plan (ESPP) for the offering period of June 6, 2025, through December 5, 2025.
• Following these transactions, Mr. Benson beneficially owns 102,604 shares of Dynatrace Common Stock.
• Derivative securities beneficially owned include 11,634 Performance Restricted Stock Units (Financial), 8,555 Restricted Stock Units, 23,109 Performance Restricted Stock Units (Financial), and 29,629 Restricted Stock Units.

Sentiment

Score: 5

Explanation: The filing details routine insider transactions related to executive compensation (RSU/PSU vesting and tax withholding) and an ESPP purchase. These are expected events and do not convey significant positive or negative news about the company's operational or financial performance.

Positives

• Continued vesting of Restricted Stock Units (RSUs) and Performance Restricted Stock Units (PSUs) indicates ongoing executive compensation and alignment with shareholder interests.
• Participation in the Employee Stock Purchase Plan (ESPP) demonstrates management's continued investment in the company.

Negatives

• A portion of vested shares were sold to cover tax withholding obligations, which is a standard practice but reduces direct share ownership.

Future Outlook

The vesting schedules for the reported Restricted Stock Units and Performance Restricted Stock Units extend to June 5, 2026, and June 5, 2027, respectively, contingent on the Reporting Person's continued employment. This indicates a long-term incentive structure for the CFO.

Industry Context

The use of Restricted Stock Units (RSUs) and Performance Stock Units (PSUs) as a significant component of executive compensation is a common practice in the technology and software industry, aligning executive incentives with company performance and shareholder value creation.

Comparison to Industry Standards

• The structure of equity compensation through RSUs and PSUs, with vesting tied to continued employment and financial performance, is standard practice for executive compensation in the software industry.
• The disposition of shares to cover tax withholding upon vesting is a routine and expected event for equity compensation.

Stakeholder Impact

• Shareholders: Provides transparency into executive compensation and share ownership, confirming the ongoing alignment of management incentives with company performance.
• Employees: Demonstrates the company's use of equity compensation plans, which can be a factor in employee retention and motivation.

Next Steps

• Continued quarterly vesting of Performance Restricted Stock Units (Financial) granted on June 5, 2023, until fully vested on June 5, 2026.
• Continued quarterly vesting of Restricted Stock Units granted on June 5, 2023, until fully vested on June 5, 2026.
• Continued quarterly vesting of Performance Restricted Stock Units (Financial) granted on June 5, 2024, until fully vested on June 5, 2027.
• Continued quarterly vesting of Restricted Stock Units granted on June 5, 2024, until fully vested on June 5, 2027.

Key Dates

Recommendation

This Form 4 filing details routine executive compensation events, specifically the vesting of restricted stock units and subsequent sales for tax purposes, along with a minor ESPP purchase. These transactions are expected and do not provide new material information regarding Dynatrace's operational performance, strategic direction, or financial health that would warrant a change in investment recommendation. The filing confirms the ongoing structure of executive incentives but offers no fresh catalysts for a 'buy' or 'sell' decision.

Keywords

Dynatrace, DT, Form 4, Insider Transaction, Executive Compensation, Restricted Stock Units, Performance Stock Units, Employee Stock Purchase Plan, James M. Benson, CFO