SEC Form 4 · accession 0001239165-26-000006

Dynatrace, Inc. · DT

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Rick M McConnell

Officer — Chief Executive Officer · Director

Period of report

Jun 5, 2026

Accepted (ET)

Jun 9, 2026 · 9:22 pm EDT

Rule 10b5-1 plan

box not checked

Issuer CIK

0001773383

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock^F1	Jun 5, 2026	M	17,145	—	A	186,845	D
Common Stock	Jun 5, 2026	F	8,724	$42.19	D	178,121	D
Common Stock^F1	Jun 5, 2026	M	12,607	—	A	190,728	D
Common Stock	Jun 5, 2026	F	6,415	$42.19	D	184,313	D
Common Stock^F1	Jun 5, 2026	M	11,554	—	A	195,867	D
Common Stock	Jun 5, 2026	F	5,879	$42.19	D	189,988	D
Common Stock^F1	Jun 5, 2026	M	14,814	—	A	204,802	D
Common Stock	Jun 5, 2026	F	7,538	$42.19	D	197,264	D
Common Stock^F1	Jun 5, 2026	M	14,504	—	A	211,768	D
Common Stock	Jun 5, 2026	F	7,380	$42.19	D	204,388	D
Common Stock^F1	Jun 5, 2026	M	53,383	—	A	257,771	D
Common Stock	Jun 5, 2026	F	27,162	$42.19	D	230,609	D
Common Stock^F1	Jun 5, 2026	M	36,515	—	A	267,124	D
Common Stock	Jun 5, 2026	F	18,579	$42.19	D	248,545	D
Common Stock^F3	holding	—	—		—	500	I	See Footnote

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Performance Restricted Stock Units (Financial)^F1,F4	—	Jun 5, 2026	M	17,145	D	—	—	Common Stock	17,145	0	D
Restricted Stock Units^F1,F5	—	Jun 5, 2026	M	12,607	D	—	—	Common Stock	12,607	0	D
Performance Restricted Stock Units (Financial)^F1,F6	—	Jun 5, 2026	M	11,554	D	—	—	Common Stock	11,554	46,218	D
Restricted Stock Units^F1,F7	—	Jun 5, 2026	M	14,814	D	—	—	Common Stock	14,814	59,257	D
Performance Restricted Stock Units (rTSR)^F1,F8	—	Jun 5, 2026	M	14,504	D	—	—	Common Stock	14,504	0	D
Restricted Stock Units^F1,F9	—	Jun 5, 2026	M	53,383	D	—	—	Common Stock	53,383	108,382	D
Performance Restricted Stock Units (Financial)^F1,F10	—	Jun 5, 2026	M	36,515	D	—	—	Common Stock	36,515	60,544	D
Restricted Stock Units^F1,F11	—	Jun 5, 2026	A	177,768	A	—	—	Common Stock	177,768	177,768	D

Explanation of responses

F1Each restricted stock unit represents a contingent right to receive one share of the Issuer's Common Stock. The restricted stock units do not expire. They either vest or are cancelled prior to the vesting date.
F10Represents the vesting of Financial PSUs granted on June 5, 2025 under the Plan and earned following certification by the Compensation Committee of certain financial performance results for the Issuer's fiscal year 2026 that started on April 1, 2025 and ended on March 31, 2026. 33% of the Financial PSUs vested on June 5, 2026, and the balance of the Financial PSUs vest in equal quarterly installments thereafter until fully vested on June 5, 2028, subject to the Reporting Person's continued employment on the applicable vesting dates.
F11Represents the grant of RSUs under the Plan. 33% of these RSUs will vest on June 5, 2027 and the balance of the RSUs will vest in equal quarterly installments thereafter until fully vested on June 5, 2029, subject to the Reporting Person's continued employment on the applicable vesting dates.
F2Shares withheld by the Issuer to satisfy the Reporting Person's tax withholding obligations upon the vesting of restricted stock units.
F3Shares held by the Anne Marie McConnell Trust dated July 16, 2021, for which the Reporting Person's spouse is the sole trustee. The Reporting Person disclaims Section 16 beneficial ownership of the shares except to the extent of his pecuniary interest, if any, therein, and nothing contained in this report shall be deemed an admission that the Reporting Person is the beneficial owner of any of the shares for Section 16 purposes or otherwise.
F4Represents the vesting of restricted stock units based on financial performance ("Financial PSUs") granted on June 5, 2023 under the Issuer's 2019 Equity Incentive Plan, as amended (the "Plan"). 33% of the Financial PSUs granted vested on June 5, 2024 and the balance of the Financial PSUs vested in equal quarterly installments thereafter until fully vested on June 5, 2026.
F5Represents the vesting of time-based restricted stock units ("RSUs") granted on June 5, 2023 under the Plan. 33% of the RSUs granted vested on June 5, 2024 and the balance of the RSUs vested in equal quarterly installments thereafter until fully vested on June 5, 2026.
F6Represents the vesting of Financial PSUs granted on June 5, 2024 under the Plan. 33% of the Financial PSUs granted vested on June 5, 2025 and the balance of the Financial PSUs vest in equal quarterly installments thereafter until fully vested on June 5, 2027, subject to the Reporting Person's continued employment on the applicable vesting dates.
F7Represents the vesting of RSUs granted on June 5, 2024 under the Plan. 33% of the RSUs granted vested on June 5, 2025 and the balance of the RSUs vest in equal quarterly installments thereafter until fully vested on June 5, 2027, subject to the Reporting Person's continued employment on the applicable vesting dates.
F8Represents the vesting of restricted stock units based on relative total stockholder return ("rTSR PSUs") granted on June 5, 2024 under the Plan. These rTSR PSUs were earned following certification by the Compensation Committee of the Board of Directors of the Issuer (the "Compensation Committee") of certain performance conditions related to relative total stockholder return for the two year performance period that started on April 1, 2024 and ended on March 31, 2026. All of these rTSR PSUs vested on June 5, 2026.
F9Represents the vesting of RSUs granted on June 5, 2025 under the Plan. 33% of the RSUs vested on June 5, 2026 and the balance of the RSUs vest in equal quarterly installments thereafter until fully vested on June 5, 2028, subject to the Reporting Person's continued employment on the applicable vesting dates.