Zugelder Dan 4
4 · Dynatrace, Inc. · Filed Jun 9, 2026
Research Summary
AI-generated summary of this filing
Dynatrace (DT) CRO Dan Zugelder Exercises Derivatives, Shares Withheld
What Happened
- Dan Zugelder, Executive VP & Chief Revenue Officer of Dynatrace (DT), converted/exercised a series of derivative awards on June 5, 2026 (reported on Form 4 filed 6/9/2026). The conversions total 58,939 shares (multiple exercise/conversion entries). To satisfy tax withholding obligations, 29,531 shares were withheld at an average reported withholding price of $42.19, generating approximately $1,245,913 in tax withholding proceeds. Separately, the filing shows a grant/award of 61,034 restricted stock units (RSUs) with no cash consideration.
Key Details
- Transaction date: June 5, 2026 (Form 4 filed June 9, 2026).
- Exercises/conversions (code M): 58,939 shares converted (derivative conversion lines reported at $0.00 consideration).
- Tax withholding (code F): 29,531 shares withheld at $42.19, total ≈ $1,245,913.
- Grant/award (code A): 61,034 RSUs awarded (no cash amount).
- Shares owned after transaction: not specified in the filing.
- Relevant footnotes: F2 denotes shares withheld for tax withholding; F10/F11 describe vesting schedules for Financial PSUs and RSUs (some portion vested June 5, 2026 with remaining amounts vesting quarterly through 2028/2029). F8/F4/F6/F7/F9 reference other PSU/RSU vesting schedules noted in the filing.
- Transaction codes: M = exercise/conversion of derivative, F = shares withheld for tax liability, A = grant/award.
Context
- This appears to be routine equity compensation activity: derivative awards/PSUs/RSUs vested or were converted and the company withheld shares to cover required taxes (a common cashless method). The exercise/conversion lines show $0 consideration for the derivative conversion itself and separate withholding to satisfy taxes, rather than an open‑market sale for cash proceeds. Such withholding and RSU grants are standard compensation mechanics and do not, by themselves, indicate the insider’s market view.
Insider Transaction Report
Form 4
Zugelder Dan
EVP, Chief Revenue Officer
Transactions
- Exercise/Conversion
Common Stock
[F1]2026-06-05+13,918→ 41,518 total - Tax Payment
Common Stock
[F2]2026-06-05$42.19/sh−6,973$294,191→ 34,545 total - Exercise/Conversion
Common Stock
[F1]2026-06-05+6,387→ 40,932 total - Tax Payment
Common Stock
[F2]2026-06-05$42.19/sh−3,200$135,008→ 37,732 total - Exercise/Conversion
Common Stock
[F1]2026-06-05+3,221→ 40,953 total - Tax Payment
Common Stock
[F2]2026-06-05$42.19/sh−1,614$68,095→ 39,339 total - Exercise/Conversion
Common Stock
[F1]2026-06-05+4,130→ 43,469 total - Tax Payment
Common Stock
[F2]2026-06-05$42.19/sh−2,070$87,333→ 41,399 total - Exercise/Conversion
Common Stock
[F1]2026-06-05+4,043→ 45,442 total - Tax Payment
Common Stock
[F2]2026-06-05$42.19/sh−2,026$85,477→ 43,416 total - Exercise/Conversion
Common Stock
[F1]2026-06-05+16,177→ 59,593 total - Tax Payment
Common Stock
[F2]2026-06-05$42.19/sh−8,105$341,950→ 51,488 total - Exercise/Conversion
Common Stock
[F1]2026-06-05+11,063→ 62,551 total - Tax Payment
Common Stock
[F2][F3]2026-06-05$42.19/sh−5,543$233,859→ 57,008 total - Exercise/Conversion
Performance Restricted Stock Units (Financial)
[F1][F4]2026-06-05−13,918→ 0 total→ Common Stock (13,918 underlying) - Exercise/Conversion
Restricted Stock Units
[F1][F5]2026-06-05−6,387→ 25,550 total→ Common Stock (6,387 underlying) - Exercise/Conversion
Performance Restricted Stock Units (Financial)
[F1][F6]2026-06-05−3,221→ 12,883 total→ Common Stock (3,221 underlying) - Exercise/Conversion
Restricted Stock Units
[F1][F7]2026-06-05−4,130→ 16,520 total→ Common Stock (4,130 underlying) - Exercise/Conversion
Performance Restricted Stock Units (rTSR)
[F1][F8]2026-06-05−4,043→ 0 total→ Common Stock (4,043 underlying) - Exercise/Conversion
Restricted Stock Units
[F1][F9]2026-06-05−16,177→ 32,843 total→ Common Stock (16,177 underlying) - Exercise/Conversion
Performance Restricted Stock Units (Financial)
[F1][F10]2026-06-05−11,063→ 22,459 total→ Common Stock (11,063 underlying) - Award
Restricted Stock Units
[F1][F11]2026-06-05+61,034→ 61,034 total→ Common Stock (61,034 underlying)
Footnotes (11)
- [F1]Each 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.
- [F10]Represents 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.
- [F11]Represents 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.
- [F2]Shares withheld by the Issuer to satisfy the Reporting Person's tax withholding obligations upon the vesting of restricted stock units.
- [F3]The number of securities reported reflects the acquisition on June 5, 2026 of 558 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.
- [F4]Represents the vesting of restricted stock units based on financial performance ("Financial PSUs") granted on July 15, 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.
- [F5]Represents the vesting of time-based restricted stock units ("RSUs") granted on July 15, 2023 under the Plan. 12.5% of the RSUs granted vested on December 5, 2023 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.
- [F6]Represents 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.
- [F7]Represents 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.
- [F8]Represents 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.
- [F9]Represents 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.
Signature
/s/ Marc Gold, by power of attorney|2026-06-09