Dynatrace reported $579.92 million in revenue for fiscal Q2 2027.

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For the quarterly period ended June September 30, 2026

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The Registrant had 289,002,128 286,944,133 shares of common stock outstanding as of August 3, October 30, 2026.

Forward-looking statements 1 change

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• If our platform and solutions do not effectively interoperate with our customers' existing or future information technology ("IT") infrastructures, installations of our solutions could be delayed or canceled, which would harm our business.

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Financial statements 185 changes

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Other assets 42,372 33,133

Total assets $ 4,109,494 $ 4,415,725

June September 30, 2026 March 31, 2026

Cash and cash equivalents $ 1,057,780 2,075,629 $ 1,097,220

Short-term marketable securities 51,084 56,498 74,881

Accounts receivable, net 379,975 446,977 710,200

Deferred contract costs, current 130,287 129,102 127,495

Prepaid expenses and other current assets 104,575 109,613 113,651

Total current assets 1,723,701 2,817,819 2,123,447

Long-term marketable securities 47,079 49,112 51,908

Property and equipment, net 71,631 71,566 72,993

Operating lease right-of-use assets, net 134,360 128,963 139,285

Goodwill 1,413,246 1,411,758 1,350,256

Intangible assets, net 65,264 61,982 22,850

Deferred tax assets, net 498,149 581,709 508,742

Deferred contract costs, non-current 113,692 108,305 113,111

Other assets 47,684 33,133

Total assets $ 5,278,898 $ 4,415,725

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Accounts payable $ 7,919 $ 2,728

Total liabilities 1,658,741 1,804,335

Accounts payable $ 29,532 $ 2,728

Accrued expenses, current 287,489 262,399 302,260

Deferred revenue, current 1,108,856 1,036,224 1,241,488

Operating lease liabilities, current 23,057 22,468 22,588

Total current liabilities 1,427,321 1,350,623 1,569,064

Exchangeable notes, net 1,411,242 —

Deferred revenue, non-current 49,791 68,449 53,387

Accrued expenses, non-current 43,331 41,896 38,205

Operating lease liabilities, non-current 136,216 130,815 141,736

Deferred tax liabilities 2,082 2,182 1,943

Total liabilities 3,005,207 1,804,335

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Retained earnings 484,247 447,596

Common shares, $ 0.001 par value, 600,000,000 shares authorized, 290,346,577 286,300,705 and 294,652,951 shares issued and outstanding at June September 30, 2026 and March 31, 2026, respectively

Additional paid-in capital 2,001,910 1,759,239 2,199,494

Retained earnings 552,011 447,596

Accumulated other comprehensive loss ( 35,694 37,845 ) ( 35,995 )

Total shareholders' equity 2,450,753 2,273,691 2,611,390

Total liabilities and shareholders' equity $ 4,109,494 5,278,898 $ 4,415,725

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Three Months Ended June 30,

Subscription $ 530,255 $ 457,507

Service 24,293 19,842

Total revenue 554,548 477,349

Cost of subscription 80,260 65,018

Cost of service 21,058 19,355

Total cost of revenue 103,453 85,209

Gross profit 451,095 392,140

Research and development 135,990 108,172

Sales and marketing 181,631 165,314

General and administrative 61,736 56,304

Total operating expenses 379,619 329,802

Income from operations 71,476 62,338

Interest income, net 8,893 12,295

Other income, net 432 6,757

Income before income taxes 80,801 81,390

Income tax expense ( 44,150 ) ( 33,435 )

Net income $ 36,651 $ 47,955

Three Months Ended September 30, Six Months Ended September 30,

Subscription $ 553,112 $ 473,089 $ 1,083,367 $ 930,596

Service 26,806 20,760 51,099 40,602

Total revenue 579,918 493,849 1,134,466 971,198

Cost of subscription 88,504 68,404 168,764 133,422

Cost of service 21,929 20,501 42,987 39,856

Amortization of acquired technology 2,135 836 2,327 859 4,462 1,695

Total cost of revenue 112,760 89,764 216,213 174,973

Gross profit 467,158 404,085 918,253 796,225

Research and development 132,212 114,992 268,202 223,164

Sales and marketing 180,269 167,675 361,900 332,989

General and administrative 58,744 48,437 120,480 104,741

Amortization of other intangibles 262 303 12 565 24

Total operating expenses 371,528 331,116 751,147 660,918

Income from operations 95,630 72,969 167,106 135,307

Interest income, net 11,794 13,242 20,687 25,537

Other (expense) income, net ( 455 ) 894 ( 23 ) 7,651

Income before income taxes 106,969 87,105 187,770 168,495

Income tax expense ( 39,205 ) ( 29,862 ) ( 83,355 ) ( 63,297 )

Net income $ 67,764 $ 57,243 $ 104,415 $ 105,198

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Three Months Ended June 30,

Net income $ 36,651 $ 47,955

Foreign currency translation adjustment 441 185

Total other comprehensive income 301 140

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and 105 more changes in the filing

Business 220 changes

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The accompanying interim condensed consolidated balance sheet as of June September 30, 2026 and the interim condensed consolidated statements of operations, statements of comprehensive income, and statements of shareholders' equity for the three and statement six months ended September 30, 2026 and 2025, statements of cash flows for the three six months ended June September 30, 2026 and 2025, and the related disclosures are unaudited. In management's opinion, the unaudited interim condensed consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements and include all normal and recurring adjustments necessary for the fair presentation of the Company's financial position as of June September 30, 2026, and its results of operations for the three and six months ended September 30, 2026 and 2025, and its cash flows for the three six months ended June September 30, 2026 and 2025 are in accordance with GAAP. The results for the three and six months ended June September 30, 2026 are not necessarily indicative of the results to be expected for the full fiscal year or any other interim period.

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In July 2025, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2025-05, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets , which introduces a practical expedient for estimating the expected credit losses on current accounts receivables receivable and contract assets. The Company adopted ASU 2025-05 on a prospective basis on April 1, 2026 and the adoption of this standard ASU did not have a material impact on the Company's condensed consolidated financial statements.

In September 2025, the FASB issued ASU 2025-07, Derivatives and Hedging (Topic 815) and Revenue from Contracts with Customers (Topic 606): Derivatives Scope Refinements and Scope Clarification for Share-Based Noncash Consideration from a Customer in a Revenue Contract, which clarifies the application of derivative accounting to certain contracts and refines the guidance for share-based noncash consideration received from customers. ASU 2025-07 introduces a scope exception for contracts that are non exchange-traded and whose underlying is tied to operations or activities specific to one party. The Company early adopted ASU 2025-07 on a prospective basis on April 1, 2026 and the adoption of this ASU did not have a material impact on the Company's condensed consolidated financial statements.

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Three Months Ended June 30,

North America $ 279,512 50 % $ 244,064 51 %

Europe, Middle East and Africa 177,385 32 % 152,034 32 %

Asia Pacific 52,730 10 % 44,883 9 %

Latin America 44,921 8 % 36,368 8 %

Total revenue $ 554,548 $ 477,349

Three Months Ended September 30, Six Months Ended September 30,

Amount % Amount % Amount % Amount %

North America $ 289,470 50 % $ 250,709 51 % $ 568,982 50 % $ 494,773 51 %

Europe, Middle East and Africa 186,101 32 % 159,024 32 % 363,486 32 % 311,058 32 %

Asia Pacific 54,299 9 % 46,372 9 % 107,029 10 % 91,255 9 %

Latin America 50,048 9 % 37,744 8 % 94,969 8 % 74,112 8 %

Total revenue $ 579,918 $ 493,849 $ 1,134,466 $ 971,198

For the three and six months ended June September 30, 2026 and 2025, the United States was the only country that represented more than 10% of the Company's revenue, constituting $ 255.6 263.9 million and 46 % and $ 222.5 229.0 million and 47 46 % of total revenue during the three months ended September 30, 2026 and 2025, respectively, and $ 519.5 million and 46 % and $ 451.4 million and 46 % of total revenue during the six months ended September 30, 2026 and 2025, respectively.

Revenue recognized during the three months ended June September 30, 2026 and 2025 , which was included in the deferred revenue balance at the beginning of each respective period, was $ 461.0 481.1 million and $ 409.7 429.0 million, respectively. Revenue recognized during the six months ended September 30, 2026 and 2025, which was included in the deferred revenue balance at the beginning of each respective period, was $ 837.4 million and $ 749.3 million, respectively.

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As of June September 30, 2026, the aggregate amount of the transaction price allocated to remaining performance obligations was $ 3,441.5 3,489.9 million, which consists of both billed consideration in the amount of $ 1,158.6 1,104.7 million and unbilled consideration in the amount of $ 2,282.9 2,385.2 million that the Company expects to recognize as subscription and service revenue. The Company expects to recognize 53 52 % of t he the total remaining performance obligations as revenue over the next 12 months and the remainder thereafter.

As of June September 30, 2026 and March 31, 2026, contract assets of $ 21.7 26.3 million and $ 19.8 million, respectively, are included in accounts receivable, net, on the Company's condensed consolidated balance sheets.

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On April 14, 2026, the Company acquired all of the outstanding equity of observIQ, Inc. d/b/a Bindplane ("Bindplane"), a provider of an open-standards-based telemetry pipeline that helps organizations capture and manage data at scale, for an aggregate purchase price of $ 99.7 million. The acquisition provides Dynatrace's customers greater access, flexibility, and control of their logs, metrics, and application data. The preliminary purchase consideration consisted of $ 100.2 million of cash paid at closing and a $ 0.4 million receivable for purchase price adjustments that was received during the three months ended September 30, 2026.

In connection with the acquisition, the Company issued $ 3.3 million of restricted stock units ("RSUs") to former Bindplane employees, subject to continuing employment with the Company. which will vest based on future service periods. During the three and six months ended June September 30, 2026, $ 0.3 0.5 million was and $ 0.8 million were recognized as share-based compensation expense, respectively.

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Goodwill is primarily attributable to expected synergies and the acquired skilled workforce. The goodwill was allocated to the Company's single reporting unit. The Company identified developed technology, customer relationships, and trademarks and tradenames as acquired intangible assets. The estimated fair value of these intangible assets was based on valuations using the income approach. The acquired goodwill and intangible assets are not deductible for tax purposes.

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The operating results of Bindplane from the date of acquisition, which are not material, have been included in the Company's condensed consolidated statements of operations. The revenue and net income attributable to Bindplane for the three months ended June 30, 2026 were not material.

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U.S. treasury securities $ 70,968 $ 19 $ ( 223 ) $ 70,764

Corporate debt securities 23,800 18 ( 47 ) 23,771

Total $ 96,019 $ 37 $ ( 272 ) $ 95,784

U.S. treasury securities $ 85,019 $ 2 $ ( 407 ) $ 84,614

Corporate debt securities 26,159 3 ( 122 ) 26,040

Commercial paper 4,664 1 ( 2 ) 4,663

U.S. government agency securities 1,251 — 1,250 — 2 — 1,249 1,250

Total $ 117,092 $ 6 $ ( 531 ) $ 116,567

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Unrealized gains and losses on available-for-sale securities, net of tax, are included within accumulated other comprehensive loss in the condensed consolidated balance sheets. The Company regularly reviews the securities in an unrealized loss position and evaluates the current expected credit loss by considering factors such as credit ratings, issuer-specific factors, current economic conditions, and reasonable and supportable forecasts. The Company does not intend to sell these securities and it is more likely than not that the Company will not be required to sell these securities before recovery of their amortized cost basis. Based on the evaluation of available evidence, the Company does not believe any unrealized losses on its marketable securities as of June September 30, 2026 represent credit losses.

As of June September 30, 2026, the fair values of available-for-sale securities, excluding those securities classified within "Cash and cash equivalents" in the condensed consolidated balance sheets, by remaining contractual maturity were as follows (in thousands):

Due within one year $ 51,084 56,498

Due in one year through five years 43,701 45,642

The Company offers a non-qualified deferred compensation plan to eligible U.S. employees and directors. The Company held $ 3.4 3.5 million and $ 2.2 million of mutual funds that are associated with this plan and were classified as restricted trading securities as of June September 30, 2026 and March 31, 2026, respectively. These securities are not included in the tables above but are included as marketable securities in the condensed consolidated balance sheets.

The Company recorded interest income from its cash, cash equivalents, and marketable securities of $ 13.1 million and $ 13.5 million for the three months ended September 30, 2026 and 2025, respectively, and $ 22.2 million and $ 26.0 million for the six months ended September 30, 2026 and 2025, respectively.

The following tables present the Company's financial assets that have been measured at fair value on a recurring basis as of June September 30, 2026 and March 31, 2026 and indicate the fair value hierarchy of the valuation inputs utilized to determine such fair value (in thousands):

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Money market funds $ 287,898 $ — $ — $ 287,898

Money market funds $ 1,513,618 $ — $ — $ 1,513,618

U.S. treasury securities — 999 12,432 — 999 12,432

Commercial paper — 1,995 — 1,995

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Corporate debt securities — 23,771 — 23,771

Total financial assets $ 291,276 $ 95,784 $ — $ 387,060

Mutual funds 3,378 3,470 — — 3,378 3,470

U.S. treasury securities — 69,765 72,182 — 69,765 72,182

Corporate debt securities — 26,040 — 26,040

Commercial paper — 2,668 — 2,668

U.S. government agency securities — 1,249 1,250 — 1,249 1,250

Total financial assets $ 1,517,088 $ 116,567 $ — $ 1,633,655

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The Company recorded interest income from its cash, cash equivalents, and marketable securities of $ 9.1 million and $ 12.5 million for the three months ended June 30, 2026 and 2025, respectively .

The fair value of the exchangeable notes is determined based on quoted prices in inactive markets, which is considered a Level 2 valuation input. See Note 8, Long-term Debt, for further details.

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Changes in the carrying amount of goodwill for the three six months ended June September 30, 2026 consist consisted of the following (in thousands):

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Foreign currency impact 1,607 119

Balance, end of period $ 1,413,246 1,411,758

Intangible assets, net, excluding goodwill, consist consisted of the following (in thousands):

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Capitalized software $ 74,993 $ ( 15,913 ) $ 59,080

Customer relationships 3,710 ( 315 ) 3,395

Total intangible assets $ 81,553 $ ( 16,289 ) $ 65,264

Capitalized software $ 74,745 $ ( 18,643 ) $ 56,102

Customer relationships 3,711 ( 548 ) 3,163

Trademarks and tradenames 2,850 ( 61 133 ) 2,789 2,717

Total intangible assets $ 81,306 $ ( 19,324 ) $ 61,982

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Amortization of intangible assets totaled $ 2.9 3.1 million and $ 1.4 million for the three months ended June September 30, 2026 and 2025, respectively, and $ 6.1 million and $ 2.8 million for the six months ended September 30, 2026 and 2025, respectively.

As of June September 30, 2026, the estimated future amortization expense of the Company's intangible assets was as follows (in thousands):

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2027 (remaining nine months) $ 9,437

2027 (remaining six months) $ 6,274

The Company computes its interim provision for income taxes by applying the estimated annual effective tax rate to income from operations and adjusts the provision for discrete tax items occurring in the period. The Company's effective tax rate for the three months ended June September 30, 2026 was 54.6 36.7 % compared to 41.1 34.3 % for the three months ended June September 30, 2025. The increase in the effective tax rate for the three months ended June September 30, 2026 was primarily due to an increase in the net controlled foreign corporation tested income ("NCTI") inclusion, partially offset by the recognition of a $ 9.4 million tax impact benefit related to an intra-entity transfer of share-based compensation shortfalls recognized in the current fiscal year as compared global economic rights of Bindplane IP from a wholly-owned U.S. subsidiary of the Company to share-based compensation windfalls recognized in a wholly-owned Swiss subsidiary of the prior fiscal year. Company.

The Company's effective tax rate for the six months ended September 30, 2026 was 44.4 % compared to 37.6 % for the six months ended September 30, 2025. The increase in the effective tax rate for the six months ended September 30, 2026 was primarily due to an increase in the NCTI inclusion and the tax impact of share-based compensation shortfalls recognized in the current fiscal year as compared to share-based compensation windfalls recognized in the prior fiscal year. This increase was partially offset by the recognition of a $ 9.4 million tax benefit related to an intra-entity transfer of the global economic rights of Bindplane IP from a wholly-owned U.S. subsidiary of the Company to a wholly-owned Swiss subsidiary of the Company.

2031 Exchangeable Senior Notes

In August 2026, Dynatrace LLC, an indirect wholly owned subsidiary of the Company, issued $ 1,437.5 million aggregate principal amount of Exchangeable Senior Notes (the "2031 Notes"). The 2031 Notes mature on September 1, 2031, unless earlier exchanged, redeemed, or repurchased. The 2031 Notes do not bear regular interest and the principal amount of the 2031 Notes does not accrete. The 2031 Notes were issued pursuant to an indenture dated as of August 20, 2026 (the "Indenture"), among Dynatrace LLC, the Company, and U.S. Bank Trust Company, National Association, as trustee. The 2031 Notes are senior, unsecured obligations of Dynatrace LLC and are fully and unconditionally guaranteed on an unsecured and unsubordinated basis by the Company.

The Company accounts for the 2031 Notes as a liability at amortized cost, as no embedded features require bifurcation or other separate accounting. Costs of $ 26.9 million incurred in connection with the issuance of the 2031 Notes are reported net with the liability and are amortized using the effective interest rate method over the term of the 2031 Notes.

The 2031 Notes are exchangeable at an initial exchange rate of 15.5585 shares of the Company's common stock per $1,000 principal amount of 2031 Notes, which is equivalent to an initial exchange price of $ 64.27 per share and represents approximately 22.4 million shares of the Company's common stock. The initial exchange price represented an exchange premium of approximately 35 % above the last reported sale price of $ 47.61 per share of the common stock on The New York Stock Exchange on August 17, 2026. The exchange rate of the 2031 Notes is subject to adjustment as provided in the Indenture.

Prior to the close of business on the business day immediately preceding June 1, 2031, holders may exchange all or any portion of the 2031 Notes only upon the occurrence of one or more of the following circumstances:

• during any calendar quarter commencing after the calendar quarter ending on December 31, 2026 (and only during such fiscal quarter), if the last reported sale price of the Company's common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ended on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 150 % of the exchange price on each applicable trading day;

• during the five business day period after any 10 consecutive trading day period in which the trading price per $1,000 principal amount of 2031 Notes for each trading day of the measurement period was less than 98 % of the product of the last reported sale price of the Company's common stock and the exchange rate on each such trading day;

• if Dynatrace LLC calls any 2031 Notes for redemption, at any time prior to the close of business on the second scheduled trading day immediately preceding the redemption date, but only with respect to the 2031 Notes called (or deemed called, in the case of an optional redemption) for redemption; or

• upon the occurrence of specified corporate events, as set forth in the Indenture.

On or after June 1, 2031 until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may exchange all or any portion of their 2031 Notes at any time regardless of the foregoing circumstances. Upon exchange of the 2031 Notes, Dynatrace LLC will pay or deliver, as the case may be, cash, shares of the Company's common stock or a combination of both, at Dynatrace LLC's election.

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First-Quarter Second-Quarter 2027 Financial Highlights

Our financial highlights for the three months ended June September 30, 2026 were:

• Our annual recurring revenue ("ARR") was $2,136 $2,207 million as of June September 30, 2026, which reflected 17% 16% growth year-over-year;

• Our total revenue was $555 $580 million, which reflected 16% 17% growth year-over-year;

• Our subscription revenue was $530 $553 million, which reflected 16% 17% growth year-over-year;

• We delivered GAAP income from operations of $71 $96 million and non-GAAP income from operations (1) of $162 $184 million; and

• Our net cash provided by operating activities and adjusted free cash flow (1) was $306 $41 million and $309 $42 million, respectively.

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Total ARR $ 2,135,982 $ 1,822,205

Three Months Ended June 30,

Total ARR $ 2,207,223 $ 1,899,402

Year-over-year increase 17 16 % 18 17 %

Dollar-based net retention rate 110 109 % 111 %

Three Months Ended September 30, Six Months Ended September 30, (in thousands)

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Non-GAAP income from operations: We define non-GAAP income from operations as GAAP income from operations adjusted for the following items: share-based compensation; employer payroll taxes on employee stock transactions; amortization of intangibles; and acquisition-related, restructuring, and other non-recurring or unusual items that may arise from time to time.

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Three Months Ended June 30,

GAAP income from operations $ 71,476 $ 62,338

Share-based compensation 73,576 71,895

Amortization of intangibles 2,397 848

Non-GAAP income from operations $ 161,600 $ 143,106

Three Months Ended June 30,

Net cash provided by operating activities $ 306,240 $ 269,692

Purchase of property and equipment (3,151) (7,482)

Three Months Ended September 30, Six Months Ended September 30, (in thousands)

GAAP income from operations $ 95,630 $ 72,969 $ 167,106 $ 135,307

Share-based compensation 78,161 76,814 151,737 148,709

Employer payroll taxes on employee stock transactions 6,458 8,025 3,186 2,165 9,644 10,190

Amortization of intangibles 2,630 871 5,027 1,719

Acquisition-related, restructuring, and other 7,693 4,676 — 12,369 —

Non-GAAP income from operations $ 184,283 $ 152,819 $ 345,883 $ 295,925

Three Months Ended September 30, Six Months Ended September 30, (in thousands)

Net cash provided by operating activities $ 41,085 32,017 $ 347,325 $ 301,709

Purchase of property and equipment (5,079) (4,187) (8,230) (11,669)

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Adjusted free cash flow $ 309,177 $ 262,157

Cash paid for acquisition-related, restructuring, and other costs 6,088 6,284 — 12,372 141

Adjusted free cash flow $ 42,290 $ 27,830 351,467 289,987

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General and administrative. General and administrative expenses primarily consist of the personnel and facility-related costs for our executive, finance, legal, people and culture and administrative personnel, and other corporate expenses, including those associated with our ongoing public reporting obligations and acquisition-related costs. We anticipate continuing to incur additional expenses as we continue to invest in the growth of our operations.

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Interest income, net, consists primarily of interest income from money market funds, bank deposits, and debt securities held as marketable securities, partially offset by interest expense associated with fees on our Credit Facility Facilities (as defined later in this section) and amortization of debt issuance costs.

Other (Expense) Income, Net

Other (expense) income, net, consists primarily of foreign currency realized and unrealized gains and losses related to the impact of transactions denominated in a foreign currency, including balances between subsidiaries.

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Our income tax rate varies from the U.S. federal statutory rate mainly due to (1) the net global intangible low-taxed controlled foreign corporation tested income ("GILTI") ("NCTI") inclusion, (2) foreign withholding taxes, (3) royalty income related to the intra-entity asset transfer of the global economic rights of our IP from a wholly-owned U.S. subsidiary to a wholly-owned Swiss subsidiary, and (4) nondeductible executive compensation. We expect these items to continue to affect our income tax rate and income tax expense.

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Comparison of the Three Months Ended June September 30, 2026 and 2025

Three Months Ended June September 30,

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Subscription $ 530,255 96 % $ 457,507 96 %

Service 24,293 4 % 19,842 4 %

Total revenue 554,548 100 % 477,349 100 %

Cost of subscription 80,260 15 % 65,018 14 %

Cost of service 21,058 4 % 19,355 4 %

Subscription $ 553,112 95 % $ 473,089 96 %

Service 26,806 5 % 20,760 4 %

Total revenue 579,918 100 % 493,849 100 %

Cost of subscription 88,504 15 % 68,404 14 %

Cost of service 21,929 4 % 20,501 4 %

Amortization of acquired technology 2,135 2,327 — % 836 859 — %

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Gross profit 451,095 81 % 392,140 82 %

Gross profit 467,158 81 % 404,085 82 %

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Total operating expenses 379,619 329,802

Income from operations 71,476 13 % 62,338 13 %

Interest income, net 8,893 12,295

Other income, net 432 6,757

Income before income taxes 80,801 81,390

Income tax expense (44,150) (33,435)

Net income $ 36,651 $ 47,955

Amortization of other intangibles 262 303 — % 12 — %

Total operating expenses 371,528 331,116

Income from operations 95,630 16 % 72,969 15 %

Interest income, net 11,794 13,242

Other (expense) income, net (455) 894

Income before income taxes 106,969 87,105

Income tax expense (39,205) (29,862)

Net income $ 67,764 $ 57,243

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Cost of revenue $ 9,366 $ 9,850

Research and development 29,516 26,861

Sales and marketing 19,887 20,034

General and administrative 14,807 15,150

Total share-based compensation $ 73,576 $ 71,895

Three Months Ended June September 30,

Cost of revenue $ 10,394 $ 10,015

Research and development 30,648 29,718

Sales and marketing 21,609 22,576

General and administrative 15,510 14,505

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Market risk 3 changes

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As of June September 30, 2026, we had cash and cash equivalents of $1,057.8 $2,075.6 million, consisting primarily of money market funds, bank deposits, and highly liquid securities with an original maturity of three months or less, and unrestricted marketable securities of $94.8 $102.1 million, primarily consisting of U.S. Treasury securities, corporate debt securities, commercial paper, and U.S. agency securities. These interest-earning instruments carry a degree of interest rate risk. We do not enter into investments for trading or speculative purposes and have not used any derivative financial instruments to manage our interest rate risk exposure.

As of September 30, 2026, the 2031 Notes had an aggregate principal amount outstanding of $1,437.5 million. The 2031 Notes do not bear regular interest and the principal amount of the 2031 Notes does not accrete. Accordingly, we do not have economic interest rate exposure on the 2031 Notes. However, the fair value of the 2031 Notes fluctuates when interest rates or market prices of our common stock change. We record the 2031 Notes at amortized cost on the condensed consolidated balance sheets and present the fair value for disclosure purposes only.

As of June September 30, 2026, we also had the 2026 Credit Facility in place, with availability of $398.9 $500.0 million. The Credit Facility bears interest based on (i) the Term Secured Overnight Financing Rate, plus 0.10%, (ii) the Adjusted Euro Interbank Offer Rate, (iii) the Adjusted Term Canadian Overnight Repo Rate, Average, (iv) Daily Simple Sterling Overnight Index Average, or (v) the base rate as defined per the 2026 Credit Facility, or (v) the Sterling Overnight Index Average, in each case, plus an applicable margin as defined in by the Credit Facility. Agreement.

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Controls and procedures 3 changes

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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 Securities and Exchange Act of 1934, as amended (the "Exchange Act")), as of the end of the period covered by this Quarterly Report. Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures, as of June September 30, 2026, 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.

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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 June September 30, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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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 limitations 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.

Risk factors 36 changes

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We have experienced rapid revenue growth in recent periods. Our annual revenue grew 19% in the year ended March 31, 2026 compared to the prior year. Our revenue for the three six months ended June September 30, 2026 grew 16% 17% compared to the prior-year period. This revenue growth may not be indicative of our future revenue growth, and we may not be able to sustain revenue growth consistent with recent history, or at all. We believe our ability to continue to increase our revenue depends on several factors, including, but not limited to:

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We believe our future success will depend in large part on the growth, if any, in the overall demand and market adoption for observability and related solutions that utilize analytics and AI at their core, particularly the demand for enterprise-wide solutions and our ability to provide solutions that meet such ever-evolving needs. We currently target the markets for AI observability, log management and analytics, modern cloud observability, infrastructure observability, application observability, digital experience, application security, software delivery, developer experience, and business analytics. It is difficult to predict customer demand, adoption, churn, and renewal rates for our new and existing solutions, the rate at which existing customers expand their usage of our solutions, and the size and growth rate of the market for our solutions. Expansion in our addressable markets depend depends on a number of factors, including the continued and growing use and reliance of enterprises on software applications to manage and drive critical business functions and customer interactions, increased cloud computing adoption and use, increased use of microservices and containers, and the continued proliferation of mobile applications, large data sets, and the Internet of Things. If our solutions do not achieve widespread adoption, we are not able to develop new or innovative solutions that meet customer needs, or there is a reduction in demand for observability and related solutions generally, it could result in reduced customer purchases, reduced renewal rates, and decreased revenue, any of which will adversely affect our business, operating results, and financial condition.

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The markets in which we compete are highly competitive, fragmented, evolving, complex, and defined by rapidly changing technology (including, without limitation, new and evolving uses of AI) and customer needs, and we expect competition to continue to increase in the future. A number of companies, some of which are larger and have more resources than we do, have developed or are developing products and services that currently, or may in the future may, compete, with some or all of our solutions. We have also been expanding the scope of our solutions to include new offerings and we increasingly compete with other companies in new and adjacent markets. Competition could result in increased pricing pressure, reduced profit margins, increased sales and marketing expenses and our failure to increase, or loss of, market share, any of which could adversely affect our business, operating results, and financial condition.

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Our ability to increase our customer base and achieve broader market acceptance of our solutions will depend to a significant extent on the ability of our sales and marketing organizations to work together to drive our sales pipeline and cultivate customer and partner relationships to drive revenue growth. The increasing adoption of generic LLMs and AI‑driven assistants may also impact how customers access, interpret, and derive value from Dynatrace, which could affect how we market, sell, and position our solutions. We have invested in and plan to continue expanding our sales and marketing organizations, both in the United States and internationally. We also plan to dedicate significant resources to sales and marketing programs, including lead generation activities and brand awareness campaigns, such as our industry events, webinars, and user events with an increased investment in digital or online activities. If we are unable to effectively identify, hire, onboard, train, develop, motivate, and retain talented sales personnel or marketing personnel or if our new sales personnel or marketing personnel, or our online investments are unable to achieve desired productivity levels in a reasonable period of time, or if we do not create an effective strategy for our personnel to execute, our ability to increase our customer base and achieve broader market acceptance of our offerings could be harmed.

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Ensuring that our solutions are up-to-date and compatible with the technology and multicloud platforms utilized by our customers is critical to our success. We have formed alliances with many technology and cloud platform providers to provide updates to our solutions to maintain compatibility. We work with technology and cloud platform providers to understand and align updates to their product roadmaps and engage in early access and other programs to ensure compatibility of our solutions with the technology vendor's generally available release. If our relations with our technology partners degrades degrade or ceases cease, we may be unable to deliver these updates, or if our customers fail to install the most recent updates and versions of our solutions that we offer, then our customers' ability to benefit from our solution may decrease significantly and, in some instances, may require the customer to de-install our solution due to the incompatibility of our solution with the customer's applications.

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Our employment agreements with members of our senior management team do not require them to remain employed with us for any specified period. Accordingly, and despite our efforts to retain our senior management team, they could terminate their employment with us at any time, subject to any applicable notice period. The loss of a member of our senior management team could disrupt our operations and negatively impact employee morale and our culture. After their termination, such person could go to work for one of our competitors after the expiration of any applicable non-compete period, and the restrictions on non-competition may in any case be difficult to enforce depending on the circumstances. The loss of members of our senior management team, particularly if closely grouped, could disrupt our operations, negatively impact employee morale and our culture, and adversely affect our ability to formulate and execute our business plan and thus, our business, operating results, and prospects could be adversely affected. If we fail to develop effective succession plans for our senior management team, and to identify, recruit, onboard, train, and integrate strategic hires, our business, operating results, and financial condition could be adversely affected.

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Our growth depends upon our ability to enhance our existing offerings and our ability to introduce new offerings on a timely basis. We intend to continue to address the need to develop new offerings and enhance existing offerings both through internal research and development, and also through the acquisition of other companies, product lines, technologies, and personnel. In the last two years, we acquired Metis, Arize, Bindplane, DevCycle, and Bindplane. Metis. We expect to continue to consider and evaluate a wide array of potential acquisitions as part of our overall business strategy, including, but not limited to, acquisitions of certain businesses, technologies, services, products, and other assets and revenue streams. At any given time, we may be engaged in discussions or negotiations with respect to one or more acquisitions, any of which could, individually or in the aggregate, be material to our financial condition and results of operations. There can be no assurance that we will be successful in identifying, negotiating, and consummating favorable acquisition opportunities, and we may not be able to complete such acquisitions on favorable terms. If we do complete acquisitions, we may not ultimately strengthen our competitive position or achieve our goals, and any acquisitions we complete could be viewed negatively by our customers, securities analysts, and investors, and could be disruptive to our operations.

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While we focus on using AI in a responsible, ethical, and legal manner, our use of AI and the impact of laws, regulations, and ethical considerations for AI generally, and as they apply to our customers, are evolving rapidly and becoming increasingly complex. We expect to see increasing government and supranational regulation related to AI use and ethics, which may also significantly increase the burden and cost of research, development, and compliance in this area. A growing number of legislators and regulators are adopting laws and regulations and have focused enforcement efforts on the adoption of AI and use of such technologies in compliance with ethical standards and societal expectations. These developments may increase our compliance burden and costs in connection with use of AI and lead to legal liability if we fail to meet evolving legal standards or if use of such technologies results in harms or other causes of action we did not predict. For example, the European Union ("EU") adopted the Artificial Intelligence Act (the "AI Act") on August 1, 2024. with significant components of The AI Act continuing to come into effect in the near future. As currently enacted, the AI Act, which may be amended as part of the EU's Digital Omnibus, imposes significant obligations on providers and deployers of high-risk AI systems, and encourages providers and deployers of AI systems to account for EU ethical principles in their development and use of these systems. The scope of requirements depends on judicial interpretations and forthcoming legislative amendments, and non-compliance can lead to significant fines.

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Our solutions and underlying platform are complex, and in the past, we or our customers have discovered software errors, failures, defects, and vulnerabilities in our solutions after they have been released, including after new versions or updates are released. Our solutions and our platform are frequently deployed and used in large-scale computing environments with different operating systems, system management software and equipment and networking configurations, which have in the past, and may in the future, cause errors in, or failures of, our solutions or other aspects of the computing environment into which they are deployed. In addition, deployment of our solutions into complicated, large-scale computing environments have has in the past exposed, and may, in the future, expose undetected errors, failures, defects, or vulnerabilities in our solutions. AI may not work as we had anticipated or it may produce unexpected results or outcomes. Despite testing by us, errors, failures, defects, or vulnerabilities may not be found in our solutions until they are released to our customers or thereafter. Real or perceived errors, failures, defects, or vulnerabilities in our solutions (in particular, any failure of our application security offering to perform as warranted) could result in, among other things, negative publicity and damage to our reputation, lower renewal rates, loss of or delay in market acceptance of our solutions, loss of competitive position, or claims by customers for losses sustained by them or expose us to breach of contract claims, regulatory fines, and related liabilities. If vulnerabilities in our solutions are exploited by adversaries, our customers could experience damages or losses for which our customers seek to hold us accountable. In the case of real or perceived errors, failures, defects, or vulnerabilities in our solutions giving rise to claims by customers, we may be required, or may choose, for regulatory, contractual, customer relations, or other reasons, to expend additional resources in order to help correct the problem.

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An adverse outcome of a dispute may require us to take several adverse steps, such as pay paying substantial damages, including potentially treble damages, if we are found to have willfully infringed a third party's patents or copyrights; cease making, using, selling, licensing, importing, or otherwise commercializing solutions that are alleged to infringe or misappropriate the IP of others; expend additional development resources to attempt to redesign our solutions or otherwise to develop non-infringing technology, which may not be successful; enter into potentially unfavorable royalty or license agreements in order to obtain the right to use necessary technologies or IP rights or have royalty obligations imposed by a court; or indemnify our customers, partners, and other third parties. Any damages or royalty obligations we may become subject to, or any prohibition against our commercializing our solutions as a result of an adverse outcome could harm our business and operating results.

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The regulatory framework both in the United States and internationally governing the collection, processing, storage, use, and sharing of certain information, particularly financial and other personal information, is rapidly evolving and is likely to continue to be subject to uncertainty and varying interpretations. It is possible that these laws may be interpreted and applied in a manner that is inconsistent with laws in other jurisdictions or which with our existing data management practices or the features of our services and platform capabilities. We therefore cannot yet fully determine the impact these or future laws, rules, regulations, and industry standards may have on our business or operations.

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Revenue from customers located outside of the United States represented 54% of our total revenue for the three six months ended June September 30, 2026. As of March 31, 2026, approximately 70% of our employees were located outside of the United States. As a result, our global sales and operations are subject to a number of risks and additional costs, including the following:

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As we increase our sales and operations outside of the United States and increase our use of third parties, such as partners, resellers, agents, and other intermediaries, our risks under these laws increases. increase. Although we take steps to ensure compliance by adopting policies, conducting training, and implementing appropriate internal controls, we cannot guarantee that our employees, partners, resellers, agents, or other intermediaries will not engage in prohibited conduct that could render us responsible under these laws. Non-compliance with these laws could subject us to investigations, penalties, settlements, prosecution, other enforcement actions, disgorgement of profits, significant fines, damages, other civil and criminal penalties or injunctions, suspension and/or debarment from government contracts for a time, the loss of export privileges, reputational harm, adverse media coverage, and other collateral consequences. Any investigations, actions and/or sanctions could have a material negative impact on our business, financial condition, and results of operations.

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For customers who purchase a subscription to our platform, whether they purchase a SaaS subscription, or a term license, we generally recognize revenue ratably over the term of their subscription. Thus, substantially all of the revenue that we report in each quarter from our platform is derived from the recognition of revenue relating to contracts entered into during previous quarters. For the three months ended June September 30, 2026, revenue recognized from deferred revenue at the beginning of the period was $461.0 $481.1 million. Consequently, a decline in new or renewed customer contracts in any single quarter may have a small impact on our revenue for that quarter. However, such a decline will negatively affect our revenue in future quarters. Accordingly, the effect of significant downturns in sales and market acceptance of our solutions, and potential changes in our rate of renewals, may not be fully reflected in our results of operations until future periods. In addition, a significant majority of our costs are expensed as incurred, while revenue is recognized over the life of the agreement with our customer. As a result, increased growth in the number of our customers could continue to result in our recognition of more costs than revenue in the earlier periods of the terms of our agreements.

Our 2026 Credit Facility contains restrictions that impact our business and expose us to risks that could adversely affect our liquidity and financial condition.

We have access to a 2026 Credit Facility in the aggregate amount of $400.0 $500.0 million. As of June September 30, 2026, we had $398.9 $500.0 million available under the 2026 Credit Facility with $1.1 million of no letters of credit outstanding. The actual amounts of our debt servicing payments vary based on the amounts of indebtedness outstanding, the applicable interest accrual periods, and the applicable interest rates and fee margins, which vary based on prescribed formulas. The 2026 Credit Facility contains various customary covenants (including a financial covenant requiring compliance with a maximum leverage ratio) that are operative so long as our 2026 Credit Facility remains outstanding. For additional information related to the 2026 Credit Facility, please see the "Management's Discussion and Analysis of Financial Condition and Results of Operations" section of this Quarterly Report.

If we are unable to generate sufficient cash flow or otherwise to obtain the funds necessary to make required payments under our 2026 Credit Facility, or if we fail to comply with the various covenants and other requirements of our set forth in the 2026 Credit Facility, we could default under our 2026 Credit Facility. Our 2026 Credit Facility also contains provisions that trigger repayment obligations or an event of default upon a change of control, as well as various representations and warranties which, that, if breached, could lead to an event of default. Any such default that is not cured or waived could result in an acceleration of indebtedness then outstanding under our 2026 Credit Facility, an increase in the applicable interest rates under our 2026 Credit Facility, and a requirement that our subsidiaries that have guaranteed our 2026 Credit Facility pay the obligations in full, and would permit the lenders to exercise remedies with respect to all of the collateral that is securing our 2026 Credit Facility, including substantially all of our and the subsidiary guarantors' assets. We cannot be certain that our future operating results will be sufficient to ensure compliance with the covenants in our Credit Facility or to remedy any defaults under our 2026 Credit Facility. In the event of any default and related acceleration, we may not have or be able to obtain sufficient funds to make any accelerated payments. Any such default could have a material adverse effect on our liquidity, financial condition, and results of operations.

Facility or to remedy any defaults under our 2026 Credit Facility. In the event of any default and related acceleration, we may not have or be able to obtain sufficient funds to make any accelerated payments. Any such default could have a material adverse effect on our liquidity, financial condition, and results of operations.

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Technology stocks, including SaaS and other software companies, have historically and recently experienced high levels of volatility. The trading price of our common stock has fluctuated substantially and will likely continue to be volatile, ranging from an intraday low of $17.05 to an intraday high of $80.13 between our initial public offering in 2019 through August 3, October 30, 2026. Factors that could cause fluctuations in the trading price of our common stock include the following:

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There can be no assurance that we will repurchase shares at favorable prices. Further, our share repurchases could affect the trading price of our common stock, increase its volatility, reduce our cash reserves, and may be suspended, modified, or terminated at any time, without prior notice, which may result in a lower market valuation of our common stock.

Our issuance of additional capital stock in connection with financings, acquisitions, investments, our stock incentive plans, exchange of the 2031 Notes, or otherwise will dilute all other stockholders.

We may issue additional capital stock in the future that will result in dilution to all other stockholders. We may also raise capital through equity financings in the future. As part of our business strategy, we may acquire or make investments in complementary companies, products, offerings, or technologies and issue equity securities to pay for any such acquisition or investment. In addition, upon exchange of the 2031 Notes, we may pay or deliver cash, shares of common stock, or a combination of cash and shares, at our election. Any such issuances of additional capital stock may cause stockholders to experience significant dilution of their ownership interests and the per share value of our common stock to decline. For additional information related to the 2031 Notes, please see the "Risks Related to the 2031 Notes" section below.

We cannot guarantee that our share repurchase program programs will be fully consummated or will enhance long-term stockholder value, and share repurchases could increase the volatility of the trading price of our common stock and diminish our cash reserves.

In February On November 3, 2026, we announced a new share repurchase program under which we are authorized to purchase up to $1 billion of our common stock. Share repurchases under the new authorization may commence upon full utilization of our share repurchase authorization that began on February 11, 2026. Including the new authorization, we had approximately $1.3 billion of total remaining buyback capacity as of November 2, 2026. Share repurchases may be made from time to time on the open market or through privately negotiated transactions, including, without limitation, through Rule 10b5-1 trading plans, any other legally permissible means, or any combination of the foregoing. Our new share repurchase program has programs have no time limit and does do not obligate us to acquire any specific dollar amount or to acquire any specific number of shares on any particular timetable or at all. The number of shares to be repurchased will depend on market conditions and other factors. Repurchases under the program are expected to be funded from a combination of existing cash balances and future cash flow. There can be no assurance that we will repurchase shares at favorable prices. Further, our share repurchases could affect the trading price of our common stock, increase its volatility, reduce our cash reserves. In addition, our share repurchase programs may be suspended, modified, or terminated at any time, without prior notice, which may result in a lower market valuation of our common stock.

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Risks Related to the 2031 Notes

We may not have the ability to raise the funds necessary to settle exchanges of the 2031 Notes in cash, to repay the 2031 Notes at maturity or to repurchase the 2031 Notes upon a fundamental change, and our future debt may contain limitations on our ability to pay cash upon exchange or repurchase of the 2031 Notes.

In August 2026, Dynatrace LLC, our indirect wholly owned subsidiary, issued $1,437.5 million aggregate principal amount of 2031 Notes, which are exchangeable senior notes due September 1, 2031. The 2031 Notes are Dynatrace LLC's senior unsecured obligations and are fully and unconditionally guaranteed by Dynatrace, Inc. on an unsecured and unsubordinated basis. Holders of the 2031 Notes have the right, subject to certain conditions and limited exceptions, to require Dynatrace LLC to repurchase all or a portion of their 2031 Notes upon the occurrence of a fundamental change at a fundamental change repurchase price equal to 100% of the principal amount of the 2031 Notes to be repurchased, plus accrued and unpaid special interest, if any, to, but excluding the fundamental change repurchase date. Upon maturity of the 2031 Notes, Dynatrace LLC must pay the principal amount of the notes plus accrued and unpaid special interest, if any, in cash, unless the 2031 Notes have been previously repurchased, redeemed or exchanged. In addition, upon exchange of the 2031 Notes (which is discussed in more detail below), unless Dynatrace LLC solely elects to deliver, or causes to be delivered, shares of common stock to settle exchanges, Dynatrace LLC will be required to make cash payments in respect of such exchanges.

Dynatrace LLC or our company may not have enough available cash or be able to obtain financing upon maturity of the 2031 Notes or at the time that Dynatrace LLC is required to make repurchases of 2031 Notes surrendered therefor, the 2031 Notes are exchanged, or our company is required to pay such amounts due under the guarantee. Dynatrace LLC's failure to repurchase 2031 Notes at a time when the repurchase is required by the related indenture or to pay any cash payable on future exchanges of the 2031 Notes or at maturity of the 2031 Notes as required by the indenture would constitute a default under the indenture. A default under the indenture governing the 2031 Notes or the fundamental change itself could also lead to a default under agreements governing our future indebtedness. If the repayment of the related indebtedness were to be accelerated after any applicable notice or grace periods, Dynatrace LLC may not have sufficient funds to repay the indebtedness and repurchase the 2031 Notes and/or make cash payments upon exchanges thereof.

The conditional exchange feature of the 2031 Notes, if triggered, may adversely affect our liquidity and financial condition.

Prior to the close of business on the business day immediately preceding June 1, 2031, the 2031 Notes are exchangeable at the option of the holders only upon the satisfaction of specified conditions and during certain periods described in the indenture related to the 2031 Notes. On or after June 1, 2031, until the close of business on the second scheduled trading day immediately preceding the maturity date, the 2031 Notes will be exchangeable at the option of the holders at any time regardless of these conditions or periods. The 2031 Notes are exchangeable at an initial exchange rate of 15.5585 shares of common stock per $1,000 principal amount of 2031 Notes, which is equivalent to an initial exchange price of approximately $64.27 per share of our common stock, subject to adjustment. Upon exchange of the 2031 Notes, Dynatrace LLC will pay or deliver, as the case may be, cash, shares of our common stock or a combination of cash and shares of our common stock, at Dynatrace LLC's election.

In the event the conditional exchange feature of the 2031 Notes is triggered, holders of the 2031 Notes will be entitled to exchange their notes at any time during specified periods at their option. If one or more holders elect to exchange their 2031 Notes, unless Dynatrace LLC elects to satisfy the exchange obligation solely by delivering shares of our common stock, Dynatrace LLC would be required to settle a portion or all of the exchange obligation through the payment of cash, which could adversely affect our liquidity. In addition, even if holders do not elect to exchange their 2031 Notes, we would be required under applicable accounting rules to reclassify all or a portion of the outstanding principal of the 2031 Notes as a current rather than long-term liability, which would result in a material reduction of our net working capital.

The 2031 Exchangeable Note Hedges and 2031 Warrants may affect the value of the 2031 Notes and the common stock.

In connection with the issuance of the 2031 Notes, Dynatrace LLC entered into the 2031 Exchangeable Note Hedges with certain of the initial purchasers or affiliates thereof and certain other financial institutions (the "option counterparties"). Dynatrace, Inc. also entered into the 2031 Warrants with the option counterparties. The 2031 Exchangeable Note Hedges are expected generally to reduce the potential dilution to our common stock upon any exchange of 2031 Notes and/or offset any cash payments that Dynatrace LLC is required to make in excess of the principal amount of exchanged notes, as the case may be. However, the 2031 Warrants could separately have a dilutive effect on our common stock to the extent that the market price per share of common stock exceeds the strike price of the 2031 Warrants.

In addition, the option counterparties or their respective affiliates may modify their hedge positions by entering into or unwinding various derivatives with respect to the common stock and/or purchasing or selling shares of our common stock or other securities of Dynatrace LLC or Dynatrace, Inc. in secondary market transactions prior to the maturity of the 2031 Notes and are likely to do so (i) in connection with any exchanges of 2031 Notes, any redemption of 2031 Notes or any repurchase of 2031 Notes upon a fundamental change; (ii) following any other repurchase of the 2031 Notes to the extent Dynatrace LLC and Dynatrace, Inc. unwind all or a portion of the 2031 Exchangeable Note Hedges and 2031 Warrants; and (iii) if Dynatrace LLC and Dynatrace, Inc. otherwise unwind all or a portion of the 2031 Exchangeable Note Hedges and 2031 Warrants. This activity could also cause or avoid an increase or a decrease in the market price of our common stock or the 2031 Notes. The potential effect, if any, of these transactions and activities on the market price of our common stock or the 2031 Notes will depend in part on market conditions and cannot be ascertained at this time. Any of these activities could adversely affect the value of our common stock.

We are subject to counterparty risk with respect to the 2031 Exchangeable Note Hedges.

The option counterparties are financial institutions or affiliates of financial institutions, and we are subject to the risk that one or more of such option counterparties may default under the 2031 Exchangeable Note Hedges. Our exposure to the credit risk of the option counterparties will not be secured by any collateral. If any option counterparty becomes subject to insolvency proceedings, we will become an unsecured creditor in those proceedings with a claim equal to our exposure at that time under the 2031 Exchangeable Note Hedges. Our exposure will depend on many factors but, generally, the increase in our exposure will be correlated to the increase in our common stock market price and in the volatility of the market price of our common stock. In addition, upon a default by an option counterparty, we may suffer adverse tax consequences and dilution with respect to our common stock. We can provide no assurance as to the financial stability or viability of any option counterparty.

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Unregistered sales of stock 15 changes

Issuer Purchases of Equity Securities

Share repurchase activity during the three months ended June September 30, 2026 was as follows (in thousands, except shares and per share data):

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April 1, 2026 - April 30, 2026 2,279,905 $ 35.46 2,279,905 $ 767,713

May 1, 2026 - May 31, 2026 2,350,634 39.18 2,350,634 675,587

June 1, 2026 - June 30, 2026 2,451,457 41.79 2,451,457 573,109

Total 7,081,996 $ 38.88 7,081,996

(c ) Total Number of Shares Purchased as Part of Publicly Announced Plan or Programs (d) Approximate Dollar Value of Shares that may Yet be Purchased Under Plans or Programs (3)

(d) Approximate Dollar Value of Shares that may Yet be Purchased Under Plans or Programs (3)

July 1, 2026 - July 31, 2026 1,450,674 $ 44.03 1,450,674 $ 509,220

August 1, 2026 - August 31, 2026 3,199,429 47.72 3,199,429 356,544

September 1, 2026 - September 30, 2026 533,908 54.43 533,908 327,474

Total 5,184,011 $ 47.38 5,184,011

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(2) Excludes commissions paid and any estimated excise taxes payable on share repurchases.

(3) On February 9, 2026, we announced a share repurchase program for up to $1 billion of our common stock, which began on February 11, 2026. On November 3, 2026, we announced a new share repurchase program for up to $1 billion of our common stock that shall commence upon the completion of our share repurchase program does announced on February 9, 2026. Our share repurchase programs do not have a time limit.

For additional information, please see Note 11, Shareholders' Equity, and Note 15, Subsequent Events, of the condensed consolidated financial statements in this Quarterly Report.

Other information 3 changes

During the three months ended June September 30, 2026, none of the Company's directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted , modified, or terminated 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 arrangements described below are intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act.

On September 10, 2026 , Lisa Campbell , a director of the Company, adopted a Rule 10b5-1 trading arrangement that contemplates the sale of up to 3,000 shares of the Company's common stock. The duration of the trading arrangement is from December 10, 2026 through September 10, 2027 (or earlier, if all transactions under the trading arrangement are completed).

On September 11, 2026 , Daniel Zugelder , Executive Vice President, Chief Revenue Officer , adopted a Rule 10b5-1 trading arrangement that contemplates the sale of a portion of the net shares received upon the vesting of certain restricted stock units and performance stock units. The duration of the trading arrangement is from December 22, 2026 through December 22, 2027 (or earlier, if all transactions under the trading arrangement are completed).

Exhibits 8 changes

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4.2 Indenture, dated as of August 20, 2026, among Dynatrace LLC, the Registrant and U.S. Bank Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Registrant's Current Report on Form 8-K filed with the SEC on August 20, 2026)

4.3 Form of Exchangeable Senior Notes due 2031 (included in Exhibit 4.2)

10.1 Form of Confirmation for Purchased Options (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed with the SEC on August 20, 2026)

10.2 Form of Confirmation for Warrants (incorporated by reference to Exhibit 10.2 to the Registrant's Current Report on Form 8-K filed with the SEC on August 20, 2026)

10.3 Credit Agreement, dated as of September 24, 2026, by and among Dynatrace LLC, Dynatrace Intermediate LLC, Dynatrace International LLC, Bank of America, N.A., and certain lenders party thereto (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed with the SEC on September 25, 2026)

10.4* Third Amendment dated as of August 12, 2026 to the Credit Agreement among Dynatrace LLC, BMO Bank N.A ., and certain lenders party thereto , dated as of December 2 , 2022

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Date: August 5, November 3, 2026 By: /s/ Rick McConnell

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Date: August 5, November 3, 2026 By: /s/ James Benson

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