Form 4: Dynatrace SVP, Chief Accounting Officer Reports Significant Equity Transactions and New RSU Grant
Insider Transaction Report
Daniel S. Yates, SVP and Chief Accounting Officer of Dynatrace, Inc., reported routine equity transactions including the vesting of stock awards, tax-related share dispositions, and a new RSU grant on June 5, 2025.
Summary
- Daniel S. Yates, SVP, Chief Accounting Officer of Dynatrace, Inc. (DT), reported multiple equity transactions on June 5, 2025, primarily related to the vesting of previously granted equity awards and a new grant.
- Mr. Yates acquired a total of 9,022 shares of common stock through the vesting of various Restricted Stock Units (RSUs) and Performance Stock Units (PSUs).
- Concurrently, 2,651 shares of common stock were disposed of at $54.94 per share to cover tax withholding obligations associated with the vested awards.
- He also acquired 222 shares of common stock via the company's Employee Stock Purchase Plan (ESPP) for the period from December 6, 2024, to June 5, 2025.
- A new grant of 8,089 time-based Restricted Stock Units (RSUs) was awarded, with vesting scheduled to begin on June 5, 2026, and continue in quarterly installments until fully vested on June 5, 2028.
- Following these transactions, Mr. Yates directly holds 23,674 shares of Dynatrace common stock and various unvested derivative securities, including 8,089 newly granted RSUs, 5,746 remaining RSUs from a June 2024 grant, 9,638 remaining Financial PSUs from a June 2023 grant, and 4,480 remaining Financial PSUs from a June 2024 grant.
Sentiment
Score: 5
Explanation: The document is a routine SEC Form 4 filing detailing executive stock transactions, primarily related to compensation. It does not contain information that would typically indicate a positive or negative shift in company performance or outlook, thus a neutral sentiment score is appropriate.
Positives
- The vesting of Restricted Stock Units (RSUs) and Performance Stock Units (PSUs) indicates the achievement of time-based and performance-based compensation goals for the executive.
- The acquisition of 222 shares through the Employee Stock Purchase Plan (ESPP) demonstrates continued executive participation and investment in the company.
- The grant of 8,089 new time-based RSUs aligns the executive's long-term interests with shareholder value creation, subject to continued employment.
Negatives
- A total of 2,651 shares of common stock were disposed of to satisfy tax withholding obligations, which represents a reduction in direct share ownership.
Risks
- The vesting of future Restricted Stock Units (RSUs) and Performance Stock Units (PSUs) is contingent upon the Reporting Person's continued employment with Dynatrace, Inc.
Future Outlook
The document indicates future vesting schedules for various equity awards held by the SVP, Chief Accounting Officer. The newly granted 8,089 Restricted Stock Units are set to vest in installments through June 5, 2028, contingent on continued employment. Remaining unvested RSUs and PSUs from prior grants also have future vesting dates extending through June 5, 2027.
Management Comments
- This filing details the equity transactions of Daniel S. Yates, SVP, Chief Accounting Officer, reflecting the standard process of executive compensation through equity awards and their subsequent vesting and tax handling.
Industry Context
This SEC Form 4 filing is a standard disclosure for publicly traded companies, detailing changes in beneficial ownership of securities by company insiders. It reflects a common practice in executive compensation where equity awards like Restricted Stock Units (RSUs) and Performance Stock Units (PSUs) are granted and vest over time, aligning executive interests with shareholder value. The disposition of shares for tax withholding is also a routine event upon the vesting of such awards.
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Compensation Committee Certification | The Compensation Committee of the Board of Directors certified certain financial performance results for the Issuer's fiscal year 2024 and 2025, and performance conditions related to relative total stockholder return for the one-year period ending March 31, 2025, which led to the earning and vesting of Performance Stock Units. | 2025-06-05 | This demonstrates the Compensation Committee's oversight and validation of performance metrics tied to executive equity compensation, ensuring alignment with pre-defined corporate goals. |
Related Party Transactions
- The vesting of Restricted Stock Units (RSUs) and Performance Stock Units (PSUs) represents compensation provided to a key executive (Daniel S. Yates) by the company.
- The acquisition of shares through the Employee Stock Purchase Plan (ESPP) is a benefit offered by the company to its employees, including executives.
Stakeholder Impact
- Shareholders: The report provides transparency into executive compensation and stock ownership, showing alignment of executive interests with shareholder value through equity holdings.
- Employees: The ESPP acquisition highlights a benefit available to employees, including executives, for purchasing company stock.
Next Steps
- Continued vesting of 5,746 Restricted Stock Units from the June 5, 2024 grant in equal quarterly installments until fully vested on June 5, 2027.
- Continued vesting of 9,638 Performance Restricted Stock Units (Financial) from the June 5, 2023 grant in equal quarterly installments until fully vested on June 5, 2026.
- Continued vesting of 4,480 Performance Restricted Stock Units (Financial) from the June 5, 2024 grant in equal quarterly installments until fully vested on June 5, 2027.
- Future vesting of the newly granted 8,089 time-based Restricted Stock Units, with 33% vesting on June 5, 2026, and the balance in equal quarterly installments thereafter until fully vested on June 5, 2028.
Key Dates
| Date | Description |
|---|---|
| 2023-06-05 | Grant date for certain Performance Restricted Stock Units (Financial PSUs) which saw 2,412 units vest on June 5, 2025. |
| 2023-04-01 | Start of Issuer's fiscal year 2024, relevant for financial performance results tied to certain PSUs. |
| 2024-03-31 | End of Issuer's fiscal year 2024, relevant for financial performance results tied to certain PSUs. |
| 2024-06-05 | Grant date for certain Restricted Stock Units (RSUs) and Performance Restricted Stock Units (Financial PSUs and rTSR PSUs) which saw units vest on June 5, 2025. |
| 2024-04-01 | Start of Issuer's fiscal year 2025 and one-year performance period for rTSR PSUs. |
| 2024-12-06 | Start of the Employee Stock Purchase Plan (ESPP) offering period. |
| 2025-03-31 | End of Issuer's fiscal year 2025 and one-year performance period for rTSR PSUs. |
| 2025-06-05 | Date of earliest transaction reported, including vesting of RSUs/PSUs, tax withholding, ESPP acquisition, and new RSU grant. |
| 2025-06-09 | Date the Form 4 was signed by power of attorney. |
| 2026-06-05 | First vesting date for the newly granted 8,089 time-based RSUs (33% vests). Also, a vesting date for remaining Financial PSUs granted on June 5, 2023. |
| 2027-06-05 | Final vesting date for RSUs granted on June 5, 2024, and Financial PSUs granted on June 5, 2024. |
| 2028-06-05 | Final vesting date for the newly granted 8,089 time-based RSUs. |
Keywords
Dynatrace, DT, SEC Form 4, Insider Trading, Executive Compensation, Restricted Stock Units, Performance Stock Units, Employee Stock Purchase Plan, Stock Ownership, Corporate Governance
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