SEC Form 4 · accession 0002068884-26-000005
Dynatrace, Inc. · DT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Stephen A McMahon
Officer — EVP, Chief Customer Officer
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 StockF1 | Jun 5, 2026 | M | 23,285 | — | A | 27,240 | D | |
| Common Stock | Jun 5, 2026 | F | 12,560 | $42.19 | D | 14,680 | D | |
| Common StockF1 | Jun 5, 2026 | M | 15,926 | — | A | 30,606 | D | |
| Common StockF3 | Jun 5, 2026 | F | 8,593 | $42.19 | D | 22,013 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF1,F4 | — | Jun 5, 2026 | M | 23,285 | D | — | — | Common Stock | 23,285 | 69,853 | D |
| Performance Restricted Stock Units (Financial)F1,F5 | — | Jun 5, 2026 | M | 15,926 | D | — | — | Common Stock | 15,926 | 47,776 | D |
| Restricted Stock UnitsF1,F6 | — | Jun 5, 2026 | A | 37,924 | A | — | — | Common Stock | 37,924 | 37,924 | 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.
- F2Shares withheld by the Issuer to satisfy the Reporting Person's tax withholding obligations upon the vesting of restricted stock units.
- F3The number of securities reported reflects the acquisition on June 5, 2026 of 501 shares of Common Stock pursuant to the Issuer's Employee Stock Purchase Plan ("ESPP") for the ESPP offering period of December 6, 2025 through June 5, 2026.
- F4Represents the vesting of time-based restricted stock units ("RSUs") granted on June 5, 2025 under the Issuer's 2019 Equity Incentive Plan, as amended (the "Plan"). 25% of these RSUs vested on June 5, 2026 and the balance of the RSUs 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.
- F5Represents the vesting of Financial PSUs granted on June 5, 2025 under the Plan and earned following certification by the Compensation Committee of the Board of Directors of the Issuer 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.
- F6Represents 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.