Dynatrace, Inc. - Annual Report: 2025 (Form 10-K)

See accompanying notes to consolidated financial statements

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DYNATRACE, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share data)

Fiscal Year Ended March 31,

2025

2024

2023

Revenue:

Subscription

Service

Total revenue

Cost of revenue:

Cost of subscription

Cost of service

Amortization of acquired technology

Total cost of revenue

Gross profit

Operating expenses:

Research and development

Sales and marketing

General and administrative

Amortization of other intangibles

Total operating expenses

Income from operations

Interest income (expense), net

()

Other (expense) income, net

()

Income before income taxes

Income tax benefit (expense)

()

Net income

Net income per share:

Basic

Diluted

Weighted average shares outstanding:

Basic

Diluted

See accompanying notes to consolidated financial statements

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DYNATRACE, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In thousands)


	Fiscal Year Ended March 31,
	2025	2024	2023
Net income	$	$	$
Other comprehensive income (loss)
Foreign currency translation adjustment		()	()
Unrealized gains (losses) on available-for-sale investments, net of taxes		()
Total other comprehensive income (loss)		()	()
Comprehensive income	$	$	$

See accompanying notes to consolidated financial statements

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DYNATRACE, INC.

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

(In thousands)

Common Shares

Additional
Paid-In Capital

(Accumulated Deficit) Retained Earnings

Accumulated
Other
Comprehensive
Loss

Shareholders’ Equity

Amount

Balance, March 31, 2022

()

Other comprehensive loss

—

()

Restricted stock units vested

()

—

Restricted stock awards forfeited

()

—

Issuance of common stock related to employee stock purchase plan

—

Exercise of stock options

—

Share-based compensation

—

Equity repurchases

—

()

—

()

Net income

—

Balance, March 31, 2023

()

Other comprehensive loss

—

()

Restricted stock units vested

()

—

Restricted stock awards granted

—

Issuance of common stock related to employee stock purchase plan

—

Exercise of stock options

—

Share-based compensation

—

Net income

—

Balance, March 31, 2024

()

Other comprehensive income

—

Restricted stock units vested

()

—

Issuance of common stock related to employee stock purchase plan

—

Exercise of stock options

—

Share-based compensation

—

Shares withheld for employee taxes

()

—

()

—

()

Repurchases of common stock

()

—

()

Net income

—

Balance, March 31, 2025

()

See accompanying notes to consolidated financial statements

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DYNATRACE, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)


	Fiscal Year Ended March 31,
	2025	2024	2023
Cash flows from operating activities:
Net income	$	$	$
Adjustments to reconcile net income to cash provided by operations:
Depreciation
Amortization
Share-based compensation
Loss on extinguishment of debt
Deferred income taxes	()	()	()
Other
Net change in operating assets and liabilities:
Accounts receivable	()	()	()
Deferred commissions	()	()	()
Prepaid expenses and other assets	()	()
Accounts payable and accrued expenses
Operating leases, net	()
Deferred revenue
Net cash provided by operating activities
Cash flows from investing activities:
Purchase of property and equipment	()	()	()
Capitalized software additions	()	()
Acquisition of businesses, net of cash acquired	()	()
Purchases of investments	()	()
Sales and maturities of investments
Net cash used in investing activities	()	()	()
Cash flows from financing activities:
Repayment of term loans			()
Debt issuance costs			()
Payments of deferred consideration related to capitalized software additions	()
Proceeds from employee stock purchase plan
Proceeds from exercise of stock options
Repurchases of common stock	()
Taxes paid related to net share settlement of equity awards	()
Equity repurchases			()
Net cash (used in) provided by financing activities	()		()

Effect of exchange rates on cash and cash equivalents	()	()	()

Net increase in cash and cash equivalents

Cash and cash equivalents, beginning of year
Cash and cash equivalents, end of year	$	$	$

Supplemental cash flow data:
Cash paid for interest	$	$	$
Cash paid for (received from) tax, net	$	$	$	()

Non-cash investing and financing activities:
Capitalized software additions in accounts payable and accrued expenses	$	$	$

See accompanying notes to consolidated financial statements

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DYNATRACE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

operating and reportable segment. The Company’s chief operating decision maker (“CODM”) is its Chief Executive Officer, who reviews financial information presented on a consolidated basis, for purposes of making operating decisions, assessing financial performance and allocating resources.

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. The period of benefit has been determined by taking into consideration the duration of customer contracts, the life of the technology, renewals of maintenance and other factors. Sales commissions for renewal contracts are deferred and then amortized on a straight-line basis over a period of benefit which the Company has estimated to be . Amortization expense is included in “Sales and marketing” expenses on the consolidated statements of operations.

The Company periodically reviews these deferred costs to determine whether events or changes in circumstances have occurred that could impact the period of benefit of these deferred commissions. There were impairment losses recorded during the periods presented.

Deferred revenue

Deferred revenue consists primarily of billed subscription fees related to the future service period of subscription agreements in effect at the reporting date. Short-term deferred revenue represents the unearned revenue that will be earned within 12 months of the balance sheet date. Long-term deferred revenue represents the unearned revenue that will be earned after 12 months from the balance sheet date.

Payment terms

Payment terms and conditions vary by contract type, although the Company’s terms generally include a requirement of payment within to days. In instances where the timing of revenue recognition differs from the timing of payment, the Company has determined that its contracts do not include a significant financing component. The primary purpose of invoicing terms is to provide customers with simplified and predictable ways of purchasing products and services, not to receive financing from customers or to provide customers with financing.

Contract modifications

Contract modifications are assessed to determine (i) if the additional goods and services are distinct from the goods and services in the original arrangement; and (ii) if the amount of the consideration expected for the added goods and services reflects the SSP of those goods and services, as adjusted for contract-specific circumstances. The Company’s additional goods and services offered have historically been distinct. A contract modification meeting both criteria is accounted for as a separate contract. A contract modification not meeting both criteria is considered a change to the original contract, which the Company accounts for on a prospective basis as the termination of the existing contract and the creation of a new contract.

Advertising expense was $ million, $ million, and $ million during the years ended March 31, 2025, 2024 and 2023, respectively.

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As of March 31, 2025 and 2024, there was channel partner with a balance greater than 10% of accounts receivable. No end- customers had a balance greater than 10% of the Company’s accounts receivable as of March 31, 2025 and 2024. For the year ended March 31, 2025, channel partner accounted for 10% of revenue. No channel partners accounted for 10% or more of revenue for the years ended March 31, 2024 and 2023. There were no end-customers who represented 10% or more of revenue for the years ended March 31, 2025, 2024, and 2023.

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Allowance for credit losses was $ million and $ million as of March 31, 2025 and 2024, respectively.

- yearsFurniture and fixtures

- years

Leasehold improvements

Lesser of years or the lease term

reporting unit.

Intangible assets consist primarily of customer relationships, developed technology, tradenames and trademarks, all of which have a finite useful life. Intangible assets are amortized based on either the pattern in which the economic benefits of the intangible assets are estimated to be realized or on a straight-line basis, which approximates the manner in which the economic benefits of the intangible asset will be consumed.

There was impairment of goodwill during the years ended March 31, 2025, 2024 and 2023.

depending on the project.

During the year ended March 31, 2024, the Company entered into a license agreement with an application security provider, resulting in $ million of capitalized costs related to software developed for internal use. During the years ended March 31, 2025 and 2023, the Company did capitalize costs for software developed for internal use. Amortization of software developed for internal use was $ million, $ million, and $ million during the years ended March 31, 2025, 2024 and 2023, respectively, and is recorded within “Cost of subscription” in the consolidated statements of operations.

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The Company has t incurred any impairment losses during the years ended March 31, 2025, 2024 and 2023.

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%$ %$ %Europe, Middle East and Africa % % %Asia Pacific % % %Latin America % % %Total revenue$ $ $

For the years ended March 31, 2025, 2024, and 2023, the United States was the only country that represented more than 10% of the Company’s revenues in any period, constituting $ million and %, $ million and %, and $ million and % of total revenue, respectively.

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$ $ Additions to deferred commissions Amortization of deferred commissions()()()Ending balance$ $ $

Deferred revenue

Revenue recognized during the years ended March 31, 2025, 2024, and 2023 which was included in the deferred revenue balances at the beginning of each respective period was $ million, $ million, and $ million.

Remaining performance obligations

As of March 31, 2025, the aggregate amount of the transaction price allocated to remaining performance obligations was $ million, which consists of both billed consideration in the amount of $ million and unbilled consideration in the amount of $ million that the Company expects to recognize as subscription and service revenue. The Company expects to recognize % of this amount as revenue in the year ending March 31, 2026 and the remainder thereafter.

Contract assets

As of March 31, 2025 and March 31, 2024, contract assets of $ million and $ million, respectively, are included in accounts receivable, net, on the Company’s consolidated balance sheets.

% of the outstanding equity of Rookout, Ltd. (“Rookout”), a provider of enterprise-ready and privacy-aware solutions that enable developers to troubleshoot and debug actively running code in Kubernetes-hosted cloud-native applications. This acquisition expanded the Company’s platform from the addition of Rookout’s technology and experienced team. The purchase consideration of Rookout was $ million, after considering certain adjustments, and was paid from cash on hand.

The fair value of the purchase price was allocated to the identifiable assets acquired and liabilities assumed as of the acquisition date, with the excess recorded to goodwill. The Company acquired $ million of net assets, including $ million of intangible assets, resulting in goodwill of $ million. The fair value of acquired assets and assumed liabilities was finalized in August 2024.

Goodwill related to Rookout was primarily attributable to expected synergies and acquired skilled workforce. The goodwill was allocated to the Company’s reporting unit. The Company identified developed technology as the sole acquired intangible asset. The estimated fair value of the developed technology was $ million, which was based on a valuation using the income approach. The estimated useful life of the developed technology is . The acquired goodwill and intangible asset were not deductible for tax purposes.

Runecast Solutions Limited

On March 1, 2024, the Company acquired a % equity interest in Runecast Solutions Limited (“Runecast”), a provider of software solutions that provide insights for security compliance, vulnerability assessment, and configuration management for complex, on-premises, hybrid and multi-cloud IT environments. This acquisition expanded the Company’s platform from the addition of Runecast’s technology and experienced team.

The purchase consideration consisted of $ million of cash paid at closing and $ million in deferred cash payments for a post-closing purchase price adjustment and a holdback to satisfy potential indemnification claims. For the year ended March 31, 2025, the Company paid $ million for a post-closing purchase price adjustment. The Company is obligated to pay the remaining holdback amount within months after the acquisition date.

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million of RSAs were issued to the previous owners subject to continuing employment and certain indemnification clauses. For the years ended March 31, 2025 and 2024, the Company recognized $ million and $ million of share-based compensation expense for these RSAs, respectively.

The fair value of the purchase price was allocated to the identifiable assets acquired and assumed acquired as of the acquisition date, with the excess recorded to goodwill. The Company acquired $ million of net assets, including $ million of intangible assets, resulting in goodwill of $ million. The fair value of acquired assets and assumed liabilities was finalized in March 2025.

reporting unit. The Company identified developed technology and customer relationships as the acquired intangible assets. The estimated fair value of the developed technology and customer relationships was $ million and $ million, respectively, which was based on a valuation using the income approach. The estimated useful lives of the developed technology and customer relationships is and , respectively. The acquired goodwill and intangible assets were not deductible for tax purposes.

$ $()$ Corporate debt securities () Commercial paper () U.S. government agency securities () Total$ $ $()$

March 31, 2024

Amortized Cost

Gross Unrealized Gains

Gross Unrealized Losses

Fair Value

U.S. treasury securities

()

Due in one year through five years Total$

Effective January 1, 2024, the Company offers a non-qualified deferred compensation plan to eligible U.S. employees. The Company held $ million and $ million of mutual funds that are associated with this plan and were classified as restricted trading securities as of March 31, 2025 and 2024, respectively. These securities are not included in the tables above but are included as investments in the consolidated balance sheets.

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$ $ $ U.S. treasury securities Commercial paper U.S. government agency securities Investments:Mutual funds U.S. treasury securities Corporate debt securities Commercial paper U.S. government agency securities Total financial assets$ $ $ $

March 31, 2024

Level 1

Level 2

Level 3

Total

Cash equivalents:

Money market funds

U.S. treasury securities

Investments:

$()$ Customer relationships () Trademarks and tradenames () Total intangible assets$ $()$

March 31, 2024

Gross Carrying Amount

Accumulated Amortization

Net Carrying Amount

Weighted Average Useful Life (in months)

Capitalized software

()

Customer relationships

()

Trademarks and tradenames

()

Total intangible assets

()

Amortization of intangible assets totaled $ million, $ million, and $ million for the years ended March 31, 2025, 2024, and 2023, respectively.

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2027 2028 2029 2030 Thereafter Total$

$ $ Foreign Total$ $ $ $ $ State () Foreign Total current tax position Deferred tax provision:Federal()()()State()()()Foreign()()()Total deferred tax provision()()()Total income tax (benefit) expense$()$ $()

During the year ended March 31, 2025, the Company completed an intra-entity asset transfer of the global economic rights of Dynatrace IP from a wholly-owned U.S. subsidiary to a wholly-owned Swiss subsidiary, more closely aligning the Company’s IP rights with its business operations (the “IP Transfer”). The transaction is taxable in the U.S. over a 20-year period. In Switzerland, the transaction resulted in a step-up of tax-deductible basis in the transferred assets, and accordingly, created a temporary difference where the tax basis exceeded the financial statement basis of such intangible assets, which resulted in the recognition of a tax benefit and related deferred tax asset of $ million. The Company determined the estimated value of the transferred IP based principally on the present value of projected income related to the IP, requiring management to make significant assumptions related to the discount rate and the forecast of future revenues and expenses. The tax-deductible amortization related to the transferred IP rights will be recognized over 10 years. The deferred tax asset and the tax benefit were measured based on the enacted tax rates expected to apply in the years the asset is expected to be realized. The Company expects to realize the deferred tax asset resulting from the IP Transfer.

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% for the years ended March 31, 2025, 2024 and 2023 to pre-tax income, as a result of the following (in thousands):


	Fiscal Year Ended March 31,
	2025		2024	2023
Income tax expense at U.S. federal statutory income tax rate	$		$	$
State and local tax expense, net of federal benefits
Foreign tax rate differential
U.S. effects of foreign branch income
Non-taxable income and non-deductible expenses
Tax credits	()		()	()
GILTI inclusion and FDII deduction	()		()	()

Employee compensation			()

Changes in uncertain tax positions			()
Changes in valuation allowance				()
Foreign withholding tax
Inflation and currency related adjustments				()
Intra-entity transfer of IP	()
Other adjustments			()	()
Total income tax (benefit) expense	$	()	$	$	()

Management’s analysis of all available positive and negative evidence as of March 31, 2025 resulted in the conclusion that the net deferred tax assets related to U.S. state and local jurisdictions, with the exception of certain state attributes, are more likely than not to be utilized. As such, the valuation allowance previously recorded against such net deferred tax assets has been reversed accordingly, resulting in a net income tax benefit of $ million.

As of March 31, 2025, the Company continues to maintain a valuation allowance of $ million with respect to certain U.S. federal and state deferred tax assets that, due to their nature, are not likely to be realized. In addition, the Company continues to maintain a valuation allowance of $ million with respect to its deferred tax assets in certain non-U.S. jurisdictions. The net change in the valuation allowance during the year ended March 31, 2025 was $ million, of which $ million impacted tax expense.

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$ Capitalized research and development costs Accrued expenses Share-based compensation Operating lease liabilities Net operating loss carryforwards Intangible assets Tax credit carryforwards Other Total deferred tax assets Valuation allowance()()Total deferred tax assets, net valuation allowance Deferred tax liabilities: Intangible assets Operating lease right-of-use assets Deferred commissions Other Total deferred tax liabilities Net deferred tax assets$ $

At March 31, 2025, the Company had non-U.S. net operating loss carryforwards of $ million, of which $ million expire in periods through 2045 if not utilized, and the remaining balance of $ million may be carried forward indefinitely. The Company also had non-U.S. tax credit carryforwards of $ million, of which $ million expire in periods through 2030 if not utilized, and the remaining balance of $ million may be carried forward indefinitely. Deferred tax assets of $ million related to non-U.S. net operating losses and tax credit carryforwards are subject to valuation allowances as of March 31, 2025.

At March 31, 2025, the Company had U.S. state and local net operating loss carryforwards of $ million, of which $ million expire in periods through 2043 if not utilized, and the remaining balance of $ million may be carried forward indefinitely. The Company also had U.S. federal tax credit carryforwards of $ million, which expire in periods through 2035. Deferred tax assets of $ million primarily related to U.S. federal tax credit carryforwards are subject to valuation allowances as of March 31, 2025.

During the fiscal year ended March 31, 2025, the Company made the determination that the unremitted foreign earnings associated with certain of its foreign subsidiaries are no longer indefinitely reinvested as a result of the IP Transfer. The Company recorded a deferred tax liability of $ million related to the taxes expected to be imposed upon the repatriation of these unremitted foreign earnings that are not considered indefinitely reinvested. The Company has not provided for taxes on the excess of the amount for financial reporting over the tax basis of investments in certain other foreign subsidiaries in which the Company maintains its assertion that it intends these earnings to be indefinitely reinvested. Generally, these earnings will be treated as previously taxed income from either the one-time transition tax or GILTI, or they will be offset with a 100% dividend received deduction. The income taxes applicable to repatriating such earnings are not readily determinable.

Uncertain tax positions

The amount of gross unrecognized tax benefits (“UTBs”) was $ million and $ million as of March 31, 2025 and 2024, respectively, all of which would favorably affect the Company’s effective tax rate if recognized in future periods.

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$ $ Gross increases to tax positions for the current period Gross increases to tax positions for prior periods Gross decreases to tax positions for prior periods ()()Decreases related to settlements ()()Decreases due to lapse of statutes of limitations()()()Foreign currency translation$ $()$()Gross unrecognized tax benefit, end of year$ $ $

As of March 31, 2025 and 2024, the net interest and penalties payable associated with uncertain tax positions was $ million and $ million, respectively. During the years ended March 31, 2025, 2024, and 2023, the Company recognized a benefit of $ million, $ million, and expense of $ million, respectively, related to interest and penalties.

The Company files tax returns in U.S. federal, state, and foreign jurisdictions and the tax returns are subject to examination by various domestic and international tax authorities. As of March 31, 2025, the Company has open U.S. federal tax years back to fiscal year 2022. The Company also has open years in certain significant state jurisdictions back to fiscal year 2019, and foreign jurisdictions back to 2015. These open years contain matters that could be subject to differing interpretations of applicable tax laws and regulations due to the amount, timing or inclusion of revenue and expenses. It is reasonably possible that approximately $ million of certain U.S. and foreign UTBs may be recognized within the next 12 months as a result of a lapse in the statute of limitations.

10.

$ Accrued tax liabilities

_________________

(1) Includes commitments for operating leases that have not yet commenced.

14.

million of common stock. The share repurchase program does not have a time limit, does not obligate the Company to acquire a specific number of shares, and may be suspended, modified, or terminated at any time, without prior notice. Repurchases may be made from time to time on the open market, pursuant to 10b5-1 trading plans, or by other legally permissible means.

million shares of its common stock for a total of $ million. As of March 31, 2025, $ million remained available for future repurchases.

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15.

$ $ Research and development Sales and marketing General and administrative Total share-based compensation expense$ $ $

The total income tax benefit recognized in the consolidated statements of operations for share-based compensation arrangements was $ million, $ million, and $ million for the years ended March 31, 2025, 2024, and 2023, respectively.

Amended and Restated 2019 Equity Incentive Plan

In July 2019, the Company’s board of directors (the “Board”), upon the recommendation of the compensation committee of the Board, adopted the 2019 Equity Incentive Plan (the “2019 Plan”) which was subsequently approved by the Company’s stockholders and was later amended and restated by the Board in January 2021.

The Company initially reserved shares of common stock for the issuance of awards under the 2019 Plan. The 2019 Plan provides that the number of shares reserved and available for issuance under the plan automatically increases each April 1 by % of the outstanding number of shares of the Company’s common stock on the immediately preceding March 31 or such lesser number determined by the compensation committee. This number is subject to adjustment in the event of a stock split, stock dividend or other change in the Company’s capitalization. As of March 31, 2025, shares of common stock were available for future issuance under the 2019 Plan.

The awards granted under the 2019 Plan have varying terms but generally vest over a three- or period, upon satisfaction of a service-based vesting condition, with % and % vesting after the grant date and the remaining vesting ratably on a quarterly basis over two and for and grants, respectively. From time to time, the Company also grants performance-based and market-based awards to certain key employees that generally vest over a three- or period upon satisfaction of certain financial performance and relative total stockholder return performance targets established and approved by the Company’s Board for each fiscal year.

Stock options

$ $ Exercised() Forfeited or expired() Balance, March 31, 2025 $ $ Options vested and expected to vest at March 31, 2025 $ $ Options vested and exercisable at March 31, 2025 $ $

There were options granted during fiscal 2025, 2024, or 2023. The aggregate intrinsic value of options exercised during fiscal 2025, 2024, and 2023 was $ million, $ million, and $ million, respectively. The grant date fair value of options vested during fiscal 2025, 2024, and 2023 was $ million, $ million, and $ million, respectively.

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million and is expected to be recognized over a weighted average period of years.

Restricted shares and units

$ $ Granted Vested()()Forfeited ()Balance, March 31, 2025 $ $

RSUs outstanding as of March 31, 2025 were comprised of million RSUs with only service conditions and million RSUs with both service and performance or market-based conditions (“PSUs”).

During the year ended March 31, 2025, the Company granted PSUs that contain financial performance conditions (the “Financial PSUs”) and PSUs based on relative total stockholder return performance (the “rTSR PSUs”). Both the Financial PSUs and rTSR PSUs are not earned if the applicable threshold percentage of the specific metric is not achieved. The maximum number of shares that may be earned is % of the target award. The PSUs are also subject to time-based vesting and are contingent upon the employee remaining employed by the Company or one of its subsidiaries through the applicable vesting date.

The Financial PSUs generally vest % after the grant date and the remaining % vest ratably on a quarterly basis over the following . The number of shares that may be earned pursuant to the Financial PSUs is based on specific Company metrics related to the Company’s fiscal year ending March 31, 2025.

The rTSR PSUs generally vest % annually after the grant date. The number of shares that may be earned pursuant to the rTSR PSUs is based on the Company’s stock price performance relative to companies that are the constituents of the Russell 3000 index over performance periods of one, two, and three fiscal years that began on April 1, 2024.

Expected volatility of the Company

% - %

Average expected volatility of peer group

% - %

Expected term (years)

Risk-free interest rate

% - %

The Company has not paid and does not expect to pay dividends. Consequently, the Company uses an expected dividend yield of . The expected volatility of the Company is based on the historical volatility of the Company’s common stock and the average expected volatility of the peer group is based on the average historical volatility of the constituents of the Russell 3000 index. The computation of expected term is based upon the remaining term of each performance period upon grant date. The risk-free interest rate is based on the continuously compounded U.S. Treasury yield curve in effect at the time of grant that corresponds with the longest remaining performance period.

The weighted average grant-date fair value of RSUs granted during fiscal 2025, 2024, and 2023 was $, $, and $, respectively. The weighted average grant-date fair value of RSAs granted during fiscal 2024 was $. There were RSAs granted during the years ended March 31, 2025 and 2023.

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million, $ million, and $ million, respectively. The aggregate fair value of RSUs vested during fiscal 2025, 2024, and 2023 was $ million, $ million, and $ million, respectively.

As of March 31, 2025, the total unrecognized compensation expense related to unvested RSAs is $ million and is to be recognized over a weighted average period of years. As of March 31, 2025, the total unrecognized compensation expense related to unvested RSUs was $ million and is expected to be recognized over a weighted average period of years.

Employee Stock Purchase Plan

In July 2019, the Board adopted, and the Company’s stockholders approved, the 2019 Employee Stock Purchase Plan (“ESPP”). The Company offers, sells and issues shares of common stock under this ESPP from time to time based on various factors and conditions, although the Company is under no obligation to sell any shares under this ESPP. The ESPP provides that the number of shares reserved and available for issuance under the plan will automatically increase each April 1 by lesser of (i) % of the outstanding number of shares of the Company’s common stock on the immediately preceding March 31, (ii) shares of common stock, or (iii) such lesser number determined by the compensation committee. The ESPP provides for offering periods and each offering period consists of purchase periods. On each purchase date, eligible employees purchase shares of the Company’s common stock at a price per share equal to % of the lesser of (1) the fair market value of the Company’s common stock on the offering date or (2) the fair market value of the Company’s common stock on the purchase date. For the year ended March 31, 2025, shares of common stock were purchased under the ESPP. As of March 31, 2025, shares of common stock were available for future issuance under the ESPP.

As of March 31, 2025, there was approximately $ million of unrecognized share-based compensation related to the ESPP that is expected to be recognized over the remaining term of the current offering period.

Expected volatility

% - %

Expected term (years)Risk-free interest rate

% - %

The Company has not paid and does not expect to pay dividends. Consequently, the Company uses an expected dividend yield of . Beginning in May 2022, the expected volatility is based on the historical volatility of the Company’s common stock. Prior to May 2022, the computation of expected volatility was based on a calculation using the historical volatility of a group of publicly traded peer companies. The computation of expected term was based on the offering period, which is . The risk-free interest rate is based on the U.S. Treasury yield curve that corresponds with the expected term at the time of grant.

16.

$ $ Denominator:Weighted average shares outstanding, basic Dilutive effect of share-based awards Weighted average shares outstanding, diluted Net income per share, basic$ $ $ Net income per share, diluted$ $ $

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Unvested RSAs and RSUs

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million, $ million and $ million to the U.S. 401(k) Plan, respectively.

18.

operating and reportable segment. $ $

Adjusted cost of revenue(1)

Adjusted research and development expenses(1)

Adjusted sales and marketing expenses(1)

Adjusted general and administrative expenses(1)

Share-based compensation and related employer payroll taxes Amortization of intangibles

Other segment items(2)

()()()Segment net income$ $ $ Consolidated net income$ $ $

(1) Excludes share-based compensation; employer payroll taxes on employee stock transactions; amortization of intangibles; and transaction, restructuring and other-non-recurring or unusual items, which are independently reviewed by the CODM.

(2) Other segment items primarily includes interest income (expense), net; other (expense) income, net; and income tax benefit (expense), as reported in the consolidated statements of operations. Other segment items also includes $ million, $ million, and $ million of transaction, restructuring and other-non-recurring or unusual items for the years ended March 31, 2025, 2024, and 2023, respectively.

The measure of segment assets is the total assets as reported in the consolidated balance sheets.

Revenue

Revenues by geography are based on the region of the Company’s contracting entity. Refer to Note 3, Revenue Recognition, for a disaggregation of revenue by geographic region.

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$ Europe, Middle East and Africa Asia Pacific Latin America Total long-lived assets, net$ $

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ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Our management, including our Chief Executive Officer and Chief Financial Officer, have evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this Annual Report. Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures, as of March 31, 2025, were effective and provided reasonable assurance that the information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management as appropriate to allow timely decisions regarding required disclosure.

Management’s Annual Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. This system is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with GAAP.

Our management performed an assessment of the effectiveness of our internal control over financial reporting at March 31, 2025, utilizing the criteria discussed in the “Internal Control – Integrated Framework (2013)” issued by the Committee of Sponsoring Organizations of the Treadway Commission. The objective of this assessment was to determine whether our internal control over financial reporting was effective as of March 31, 2025.

Based on management’s assessment, we have concluded that our internal control over financial reporting was effective as of March 31, 2025.

The effectiveness of our internal control over financial reporting as of March 31, 2025 has been audited by Ernst & Young LLP, an independent registered public accounting firm, as stated in its attestation report on the internal control over our financial reporting which is included herein.

Changes in Internal Control Over Financial Reporting

There were no changes to our internal control over financial reporting (as defined in Rules 13a‑15(f) and 15d‑15(f) under the Exchange Act) during the quarter ended March 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Inherent Limitations on Effectiveness of Controls

Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent or detect all errors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitation in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by management override of the controls. The design of any system of controls is also based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with policies or procedures may deteriorate. Due to inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

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Report of Independent Registered Public Accounting Firm

To the Shareholders and the Board of Directors of Dynatrace, Inc.

Opinion on Internal Control over Financial Reporting

We have audited Dynatrace, Inc.’s internal control over financial reporting as of March 31, 2025, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, Dynatrace, Inc. (the Company) maintained, in all material respects, effective internal control over financial reporting as of March 31, 2025, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of March 31, 2025 and 2024, the related consolidated statements of operations, comprehensive income, shareholders’ equity and cash flows for each of the three years in the period ended March 31, 2025, and the related notes and our report dated May 22, 2025 expressed an unqualified opinion thereon.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Annual Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ Ernst & Young LLP

Detroit, Michigan

May 22, 2025

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ITEM 9B. OTHER INFORMATION

During the three months ended March 31, 2025, none of the Company’s directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) , modified or a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K of the Securities Act), except as described below. The trading arrangement described below is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act.

, , a of the Company, a Rule 10b5-1 trading arrangement that contemplates the sale of up to shares of the Company’s common stock previously issued to him after the vesting of RSUs. The duration of the trading arrangement is from May 26, 2025 through (or earlier, if all transactions under the trading arrangement are completed).

ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

None.

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Code of Business Conduct and Ethics

We have adopted a written Code of Business Conduct and Ethics that applies to our directors, officers, and employees, including our principal executive officer, principal financial officer, principal accounting officer and controller, and persons performing similar functions. We intend to disclose any amendment or waiver of a provision of the Code of Business Conduct and Ethics that applies to our principal executive officer, principal financial officer, principal accounting officer and controller or persons performing similar functions, by posting such information on our website available at http://ir.dynatrace.com and/or in our public filings with the SEC. To date, there have been no waivers granted under the Code of Business Conduct and Ethics to our directors, principal executive officer, principal financial officer, principal accounting officer and controller, and persons performing similar functions. We also have a human rights policy and a supplier code of conduct. The Code of Business Conduct and Ethics and these other policies are available at www.dynatrace.com/company/sustainability/.

Insider Trading Policies and Procedures

We have and related Rule 10b5-1 trading plan policy, which we believe are reasonably designed to promote compliance with applicable insider trading laws, rules, regulations, and NYSE listing standards. It is also our company’s policy to comply with applicable insider trading laws, rules, and regulations, and NYSE listing standards when engaging in transactions in company securities.

Our insider trading policy prohibits our officers, directors, employees, designated consultants, and their affiliated persons from trading in company securities while in possession of material nonpublic information about the company. The policy also prohibits tipping (i.e., disclosing material nonpublic information about our company to others who may trade of the basis of that information).

Under our insider trading policy, designated insiders may only trade in company securities during open trading windows at a time when they do not possess material nonpublic information about our company. We also require our executive officers, directors, and certain other employees to receive approval before trading in company securities.

Our insider trading policy also expressly prohibits short sales; purchases or sales of puts, calls, or other derivative securities or hedging transactions; using company securities as collateral in a margin account; or pledging company securities as collateral for a loan.

Any waiver of the provisions of this policy requires the approval of our Audit Committee. To date, no such requests have been made or approved.

We have adopted an additional policy that governs adoption, modification, and termination of written securities trading plans, known as Rule 10b5-1 plans, by our directors, executive officers, and certain other persons (“Covered Persons”). These plans are intended to take advantage of a safe harbor provided under SEC rules from liability for violating federal antifraud prohibitions that proscribe certain insider trading, including Section 10(b) of the Exchange Act. A qualifying Rule 10b5-1 plan may only be entered into when the individual is not in possession of material nonpublic information about the company and must authorize a broker to buy or sell shares of our common stock on a periodic basis pursuant to parameters established by the Covered Person when entering into the plan, without further direction from them. A Covered Person may amend or terminate a Rule 10b5-1 plan in certain circumstances. Our policy provides that all Rule 10b5-1 plans must comply with SEC rules applicable to the Rule 10b5-1 safe harbor and provides

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additional requirements and limitations. A Covered Person also may buy or sell additional shares outside of a Rule 10b5-1 plan when they are not in possession of material nonpublic information, subject to compliance with the terms of our insider trading policy.

A copy of our insider trading policy and related Rule 10b5-1 trading plan policy has been filed as Exhibit 19.1 to this Annual Report.

The remaining information called for by this item will be set forth in our definitive Proxy Statement for the 2025 Annual Meeting of Stockholders to be filed with the SEC within 120 days of the fiscal year ended March 31, 2025 and is incorporated herein by reference.

ITEM 11. EXECUTIVE COMPENSATION

The information called for by this item will be set forth in our definitive Proxy Statement for the 2025 Annual Meeting of Stockholders to be filed with the SEC within 120 days of the fiscal year ended March 31, 2025 and is incorporated herein by reference.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS, AND DIRECTOR INDEPENDENCE

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

Our independent public accounting firm is , , PCAOB Auditor ID #.

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PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) Listing of Documents

1.Financial Statements

The following financial statements are included in Part II, Item 8 of this Form 10-K:

Reports of Independent Registered Public Accounting Firm

CONSOLIDATED BALANCE SHEETS

CONSOLIDATED STATEMENTS OF OPERATIONS

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

CONSOLIDATED STATEMENTS OF CASH FLOWS

2.Financial Statement Schedules

All other schedules have been omitted because they are not required, not applicable, or the required information is otherwise included.

3.Exhibits

The documents listed in the Exhibit Index of this report are incorporated by reference or are filed with this report, in each case as indicated therein (numbered in accordance with Item 601 of Regulation S-K).

EXHIBIT INDEX


Exhibit Number						Description
3.1						Amended and Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.3 to the Registrant ’s Registration Statement on Form S-1/A, filed with the SEC on July 22, 2019).
3.2						Certificate of Amendment to the Amended and Restated Certificate of Incorporation dated August 23, 2024 (incorporated by reference to Exhibit 3.1 to the Registrant ’s Current Report on Form 8-K filed with the SEC on August 26, 2024 ).
3.3						Third Amended and Restated Bylaws of the Registrant (incorporated by reference to Exhibit 3.1 to the Registrant ’s Current Report on Form 8-K filed with the SEC on April 1, 2024).
4.1						Specimen Common Stock Certificate (incorporated by reference to Exhibit 4.1 to the Registrant ’s Registration Statement on Form S-1/A, filed with the SEC on July 22, 2019).
4.2						Registration Rights Agreement (incorporated by reference to Exhibit 4.2 to the Registrant ’s Registration Statement on Form S-1/A, filed with the SEC on July 22, 2019).
4.3						Description of the Registrant ’s Securities (incorporated by reference to Exhibit 4.3 to the Registrant's Annual Report on Form 10-K, filed with the SEC on May 23, 2024).
10.1#						2019 Equity Incentive Plan, as amended (incorporated by reference to Exhibit 10.1 of the Registrant ’s Annual Report on Form 10-K, filed on May 28, 2021).
10.2#						Form of restricted stock unit award agreement under the 2019 Equity Incentive Plan (performance-based) (incorporated by reference to Exhibit 10.1 to the Registrant ’s Quarterly Report on Form 10-Q, filed with the SEC on August 7, 2024).
10.3#						Form of restricted stock unit award agreement under the 2019 Equity Incentive Plan (rTSR-based) (incorporated by reference to Exhibit 10.2 to the Registrant ’s Quarterly Report on Form 10-Q, filed with the SEC on August 7 , 202 4 ).
10.4#						Form of restricted stock unit award agreement under the 2019 Equity Incentive Plan (time-based) (incorporated by reference to Exhibit 10.3 to the Registrant ’s Quarterly Report on Form 10-Q, filed with the SEC on August 7, 2024).
10.5#						Form of restricted stock award agreement under the 2019 Equity Incentive Plan (incorporated by reference to Exhibit 10.4 to the Registrant's Annual Report on Form 10-K, filed with the SEC on May 23, 2024).
10.6#						Form of stock option agreement under the 2019 Equity Incentive Plan (incorporated by reference to Exhibit 10.5 to the Registrant ’s Annual Report on Form 10-K, filed with the SEC on May 23, 2024).
10.7#						Short-Term Incentive Plan (incorporated by reference to Exhibit 10.1 to the Registrant ’s Current Report on Form 8-K filed with the SEC on June 7, 2024 ).
10.8#						2019 Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.2 to the Registrant ’s Registration Statement on Form S-1/A, filed with the SEC on July 22, 2019).
10.9#						Non-Employee Director Compensation Policy (incorporated by reference to Exhibit 10.4 to the Registrant ’s Annual Report on Form 10-K, filed with the SEC on May 25, 2023).
10.10#						Deferred Compensation Plan (incorporated by reference to Exhibit 10.2 to the Registrant ’s Quarterly Report on Form 10-Q, filed with the SEC on February 8, 2024).
10.11#						Deferred Compensation Plan Adoption Agreement (incorporated by reference to Exhibit 10.3 to the Registrant ’s Quarterly Report on Form 10-Q, filed with the SEC on February 8, 2024).

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10.12#						Form of Indemnification Agreement between the Registrant and each of its directors and executive officers (incorporated by reference to Exhibit 10.5 to the Registrant ’s Registration Statement on Form S-1/A, filed with the SEC on July 25, 2019).
10.13#						Executive Officer Amended and Restated Employment Agreement between the Registrant and Rick McConnell dated as of March 23, 2023 (incorporated by reference to Exhibit 10.6 to the Registrant 's Annual Report on Form 10-K, filed with the SEC on May 25, 2023).
10.14#						Executive Officer Employment Agreement between the Registrant and James Benson dated as of November 15, 2022 (incorporated by reference to Exhibit 10.1 to the Registrant ’s Current Report on Form 8-K, filed with the SEC on November 21, 2022).
10.15#						Executive Officer Employment Agreement between Dynatrace Austria GmbH and Bernd Greifeneder dated as of September 24, 2019 (incorporated by reference to Exhibit 10.17 to the Registrant ’s Quarterly Report on Form 10-Q, filed with the SEC on October 27, 2021).
10.16#						Executive Officer Employment Agreement between Dynatrace Austria GmbH and Matthias Dollentz-Scharer dated as of Septe mber 19, 2019 (incorporated by reference to Exhibit 10.19 to the Registrant ’s Quarterly Report on Form 10-Q, filed with the SEC on November 2, 2022).
10.17#						Transition and Termination Agreement between Matthias Dollentz-Scharer and Dynatrace Austria GmbH dated April 21, 2025 (incorporated by reference to Exhibit 10.1 to the Registrant ’s Current Report on Form 8-K, filed with the SEC on April 22, 2025).
10.18#						Executive Officer Employment Agreement between the Registrant and Daniel Zugelder dated as of June 1, 2023 (incorporated by reference to Exhibit 10.5 to the Registrant ’s Quarterly Report on Form 10-Q, filed with the SEC on August 2, 2023).
10.19#*						Executive Officer Employment Agreement between the Regis trant and Stephen McMahon dated as of April 4 , 2025.
10.20						Credit Agreement among Dynatrace LLC, Dynatrace Intermediate LLC, BMO Harris Bank, N.A., and certain lenders parties thereto, dated as of December 2, 2022 (incorporated by reference to Exhibit 10.1 to the Registrant ’s Current Report on Form 8-K, filed with the SEC on December 5, 2022).
10.21						First Amendment dated as of June 17, 2024 to the Credit Agreement among Dynatrace LLC, Dynatrace Intermediate LLC, BMO Bank, N.A., and certain lenders parties thereto, dated as of December 2, 2022 (incorporated by reference to Exhibit 10.5 to the Registrant ’s Quarterly Report on Form 10-Q, filed with the SEC on August 7, 2024).
10.22						Second Amendment dated as of September 17, 2024 to the Credit Agreement among Dynatrace LLC, Dynatrace Intermediate LLC, BMO Bank, N.A., and certain lenders parties thereto, dated as of December 2, 2022 (incorporated by reference to Exhibit 10.1 to the Registrant ’s Quarterly Report on Form 10-Q, filed with the SEC on November 7, 2024).
10.23						Office Lease, dated July 6, 2017, by and between BP Reservoir Place LLC and Dynatrace LLC, and Declaration Affixing the Commencement Date of the Lease, dated November 15, 2017, by and between BP Reservoir Place LLC and Dynatrace LLC (incorporated by reference to Exhibit 10.12 to the Registrant ’s Registration Statement on Form S-1, filed with the SEC on July 5, 2019).
10.24						First Amendment dated July 23, 2019 to Office Lease, dated July 6, 2017, by and between BP Reservoir Place LLC and Dynatrace LLC (incorporated by reference to Exhibit 10.15 to the Registrant ’s Annual Report on Form 10-K, filed with the SEC on May 25, 2023).
10.25						Second Amendment dated July 16, 2021 to Office Lease, dated July 6, 2017, by and between BP Reservoir Place LLC and Dynatrace LLC (incorporated by reference to Exhibit 10.16 to the Registrant ’s Annual Report on Form 10-K, filed with the SEC on May 25, 2023).
10.26						Third Amendment dated October 31, 2024 to Office Lease, dated July 6, 2017, by and between BP Reservoir Place LLC and Dynatrace LLC (incorporated by reference to Exhibit 10.1 to the Registrant ’s Quarterly Report on Form 10-Q, filed with the SEC on January 30, 2025 ).
10.27						English Translation of Lease Agreement, dated as of March 28, 2017, by and between Neunteufel GmbH and Dynatrace Austria GmbH (incorporated by reference to Exhibit 10.13 to the Registrant ’s Registration Statement on Form S-1, filed with the SEC on July 5, 2019).
10.28						English Translation of Supplementary Agreement dated as of March 29, 2023 to the Lease Agreement dated as of March 28, 2017 by and between Neunteufel GmbH and Dynatrace Austria GmbH (incorporated by reference to Exhibit 10.18 to the Registrant ’s Annual Report on Form 10-K, filed with the SEC on May 25, 2023).
10.29						English Translation of Amendment Agreement dated as of August 2, 2023 to the Supplementary Agreement dated as of March 29, 2023 to the Lease Agreement dated as of March 28, 2017 by and between Neunteufel GmbH and Dynatrace Austria GmbH (incorporated by reference to Exhibit 10.1 to the Registrant ’s Quarterly Report on Form 10-Q, filed with the SEC on November 2, 2023).
10.30						English Translation of Second Amendment Agreement dated as of December 21, 2023 to the Supplementary Agreement dated as of March 29, 2023 to the Lease Agreement dated as of March 28, 2017 by and between Neunteufel GmbH and Dynatrace Austria GmbH (incorporated by reference to Exhibit 10.1 to the Registrant ’s Quarterly Report on Form 10-Q, filed with the SEC on February 8, 2024).
19.1						Insider Trading Policy and related Rule 10b5-1 Trading Plan Policy (incorporated by reference to Exhibit 19.1 to the Registrant ’s Annual Report on Form 10-K, filed with the SEC on May 23, 2024).
21.1*						Subsidiaries of the Registrant.
23.1*						Consent of Ernst & Young LLP.
24.1						Power of Attorney (included on signature page).

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31.1*						Certification of Principal Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended.
31.2*						Certification of Principal Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended.
32.1**						Certifications of Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act.
97.1						Compensation Recovery Policy (incorporated by reference to Exhibit 97.1 to the Registrant ’s Annual Report on Form 10-K, filed with the SEC on May 23, 2024).
101.INS						XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL Document.
101.SCH						Inline XBRL Taxonomy Extension Schema Document.
101.CAL						Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF						Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB						Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE						Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104						Cover Page Interactive Data File - the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

_________________

# Indicates a management contract or any compensatory plan, contract or arrangement.

* Filed herewith.

** The certifications furnished in Exhibit 32.1 hereto are deemed to accompany this Annual Report on Form 10-K and will not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, except to the extent that the Registrant specifically incorporates it by reference. Such certifications will not be deemed to be incorporated by reference into any filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent that the Registrant specifically incorporates it by reference.

ITEM 16. FORM 10-K SUMMARY

Not applicable.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

DYNATRACE, INC.

Date:

May 22, 2025

By:

/s/ Rick McConnell

Rick McConnell

Chief Executive Officer

(Principal Executive Officer)

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints each of Rick McConnell, James Benson and Nicole Fitzpatrick as such person’s true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for such person in such person’s name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact, proxy, and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorney-in-fact, proxy and agent, or any substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

Signature

Title

Date

/s/ Rick McConnell

Chief Executive Officer and Director

(Principal Executive Officer)

May 22, 2025

Rick McConnell

/s/ James Benson

Chief Financial Officer and Treasurer
(Principal Financial Officer)

May 22, 2025

James Benson

/s/ Daniel Yates

Chief Accounting Officer
(Principal Accounting Officer)

May 22, 2025

Daniel Yates

/s/ Jill Ward

Director, Board Chair

May 22, 2025

Jill Ward

/s/ Lisa Campbell

Director

May 22, 2025

Lisa Campbell

/s/ Michael Capone

Director

May 22, 2025

Michael Capone

/s/ Amol Kulkarni

Director

May 22, 2025

Amol Kulkarni

/s/ Stephen Lifshatz

Director

May 22, 2025

Stephen Lifshatz

/s/ Steve Rowland

Director

May 22, 2025

Steve Rowland

/s/ Kirsten Wolberg

Director

May 22, 2025

Kirsten Wolberg

Dynatrace, Inc. - Annual Report: 2025 (Form 10-K)

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