Form 4: Dynatrace CTO Bernd Greifeneder Reports Routine Stock Transactions and New Equity Grants

Dynatrace, Inc.'s EVP and Chief Technology Officer, Bernd Greifeneder, reported a series of common stock acquisitions through RSU and PSU vesting, alongside dispositions for tax obligations, and received new equity grants, as detailed in a recent SEC Form 4 filing.

Summary

• Bernd Greifeneder, EVP, Chief Technology Officer of Dynatrace, Inc. (DT), reported multiple transactions on June 5, 2025, primarily related to the vesting of restricted stock units (RSUs) and performance restricted stock units (PSUs).
• The CTO acquired a total of 56,341 shares of Common Stock through the vesting of various RSU and PSU grants.
• Concurrently, 30,990 shares were disposed of at a price of $54.94 per share to satisfy tax withholding obligations upon the vesting of these equity awards.
• The reporting person also acquired 428 shares of Common Stock through the Issuer's Employee Stock Purchase Plan (ESPP) for the offering period of December 6, 2024, through June 5, 2025.
• Following these transactions, Bernd Greifeneder directly beneficially owns 905,088 shares of Dynatrace Common Stock.
• Additionally, the CTO received a new grant of 45,099 Restricted Stock Units (RSUs) on June 5, 2025, which will vest over time, with 33% vesting on June 5, 2026, and the remainder in equal quarterly installments until June 5, 2028.
• The reporting person's spouse also engaged in similar transactions, acquiring 188 shares via ESPP and receiving a new grant of 981 RSUs, while also having shares vested and disposed for tax purposes, resulting in a final indirect beneficial ownership of 1,129 shares.
• Performance-based RSUs (Financial PSUs and rTSR PSUs) vested following certification by the Compensation Committee of the Board of Directors based on the Issuer's financial performance for fiscal years 2023, 2024, and 2025, and relative total stockholder return for the period ending March 31, 2025.

Sentiment

Score: 7

Explanation: The sentiment is moderately positive. While there are dispositions, they are for tax purposes, which is routine. The significant vesting of performance-based units and new equity grants indicates continued executive alignment, performance achievement, and ongoing compensation, which are positive signals for investors.

Positives

• Significant vesting of Restricted Stock Units (RSUs) and Performance Restricted Stock Units (PSUs) indicates the achievement of performance targets and continued employment of a key executive.
• New grants of 45,099 RSUs to the CTO and 981 RSUs to the spouse demonstrate ongoing equity compensation and alignment of interests with shareholders.
• Participation in the Employee Stock Purchase Plan (ESPP) by both the reporting person (428 shares) and spouse (188 shares) suggests confidence in the company's stock at a discounted price.
• Vesting of performance-based awards (Financial PSUs and rTSR PSUs) confirms the company's achievement of specific financial and relative total stockholder return metrics as certified by the Compensation Committee.

Negatives

• A substantial number of shares (30,990) were disposed of at $54.94 per share to cover tax withholding obligations upon RSU vesting, which reduces the direct beneficial ownership of the reporting person.

Future Outlook

The document indicates future vesting schedules for newly granted Restricted Stock Units (RSUs) and previously granted RSUs/PSUs. The new RSU grants to the CTO and spouse will vest over time, with the first tranche on June 5, 2026, and full vesting by June 5, 2028, contingent on continued employment. Other outstanding equity awards will continue to vest in quarterly installments until their respective full vesting dates in 2026 and 2027.

Industry Context

This Form 4 filing details routine insider transactions related to executive compensation, specifically the vesting of equity awards and subsequent tax-related dispositions. Such filings are common across the technology industry as a standard component of executive compensation packages, designed to align management interests with shareholder value through long-term equity incentives.

Corporate Governance

Stakeholder Impact

• **Shareholders:** The vesting of performance-based equity awards aligns the interests of the CTO with shareholders by tying compensation to company performance. The new equity grants further reinforce this alignment. The disposition of shares for tax purposes is a routine event and does not indicate a lack of confidence.
• **Employees:** The Employee Stock Purchase Plan (ESPP) participation by the CTO and spouse highlights a benefit available to employees, potentially encouraging broader employee participation and ownership in the company.

Next Steps

• Continued vesting of the newly granted 45,099 RSUs for the reporting person, with 33% vesting on June 5, 2026, and the balance in equal quarterly installments until June 5, 2028.
• Continued vesting of the newly granted 981 RSUs for the reporting person's spouse, with 33% vesting on June 5, 2026, and the balance in equal quarterly installments until June 5, 2028.
• Ongoing vesting of previously granted RSUs and Financial PSUs until their respective full vesting dates in 2026 and 2027, subject to continued employment.

Key Dates

Keywords

Dynatrace, DT, SEC Form 4, Insider Transaction, Restricted Stock Units, RSU, Performance Stock Units, PSU, Employee Stock Purchase Plan, ESPP, Executive Compensation, Stock Vesting, Tax Withholding, Bernd Greifeneder, Chief Technology Officer