Form 4: Dynatrace CRO Zugelder Reports RSU Vesting, Tax Sales

Dynatrace's EVP, Chief Revenue Officer, Dan Zugelder, reported the vesting of various restricted stock units and subsequent sales to cover tax obligations.

Summary

• Dan Zugelder, EVP, Chief Revenue Officer of Dynatrace, Inc. (DT), reported multiple transactions on December 5, 2025.
• These transactions primarily involved the vesting of Performance Restricted Stock Units (PSUs) and Restricted Stock Units (RSUs), converting into common stock.
• Specifically, 13,918 Financial PSUs, 6,387 RSUs, 3,222 Financial PSUs, and 4,130 RSUs vested.
• Following the vesting, shares were disposed of to satisfy tax withholding obligations at a price of $44.45 per share.
• The total shares disposed for tax purposes were 6,364, 2,921, 1,474, and 1,889 shares, corresponding to each vesting event.
• Zugelder also acquired 1 share of Common Stock through the Employee Stock Purchase Plan (ESPP) for the offering period of June 6, 2025, through December 5, 2025.
• After all reported transactions, Zugelder beneficially owns 16,430 shares of Dynatrace Common Stock.
• Remaining unvested derivative securities include 27,836 Performance Restricted Stock Units (Financial), 38,325 Restricted Stock Units, 19,325 Performance Restricted Stock Units (Financial), and 24,780 Restricted Stock Units.

Sentiment

Score: 5

Explanation: The filing is a routine disclosure of insider transactions related to equity compensation, which is neutral in sentiment. It reflects standard executive compensation practices without indicating any significant positive or negative operational or financial developments for the company.

Positives

• The vesting of RSUs and PSUs indicates the continued retention and compensation of a key executive, aligning their interests with shareholders.
• The acquisition of 1 share through the ESPP demonstrates continued participation in employee ownership programs.

Negatives

• The disposition of shares to cover tax obligations, while routine, reduces the executive's direct equity holdings.

Future Outlook

The filing details future vesting schedules for various RSUs and PSUs until June 5, 2027, contingent on the reporting person's continued employment.

Industry Context

This is a routine insider transaction filing, common across all industries for publicly traded companies where executives receive equity compensation. It reflects standard compensation practices rather than specific industry trends.

Comparison to Industry Standards

• The use of Restricted Stock Units (RSUs) and Performance Stock Units (PSUs) as a form of executive compensation is a standard practice in the technology and software industry, aligning executive incentives with company performance and shareholder value.
• The disposition of shares to cover tax obligations upon vesting is a common and expected event for equity compensation, consistent with practices at comparable companies like Salesforce, Microsoft, or Adobe.
• Participation in an Employee Stock Purchase Plan (ESPP) is also a common benefit offered by many public companies to encourage employee ownership.

Related Party Transactions

• The reported transactions involve an executive (Dan Zugelder) and the company (Dynatrace, Inc.), which are considered related party transactions as they pertain to executive compensation and equity ownership.

Stakeholder Impact

• Shareholders: The report provides transparency regarding executive equity compensation and ownership changes. Routine tax-related sales are generally not seen as a negative signal.
• Employees: The continued vesting of equity awards for a key executive reinforces the company's compensation structure, which can be a positive for employee morale and retention.

Next Steps

• Continued vesting of Performance Restricted Stock Units (Financial) granted on July 15, 2023, in equal quarterly installments until fully vested on June 5, 2026.
• Continued vesting of Restricted Stock Units granted on July 15, 2023, in equal quarterly installments until fully vested on June 5, 2027.
• Continued vesting of Performance Restricted Stock Units (Financial) granted on June 5, 2024, in equal quarterly installments until fully vested on June 5, 2027.
• Continued vesting of Restricted Stock Units granted on June 5, 2024, in equal quarterly installments until fully vested on June 5, 2027.

Key Dates

Keywords

Dynatrace, DT, Dan Zugelder, Insider Transaction, Form 4, Restricted Stock Units, RSU, Performance Stock Units, PSU, Equity Compensation, Tax Withholding, Employee Stock Purchase Plan, ESPP