Dynatrace, Inc. ("Dynatrace") (NYSE:DT), the leading AI-powered observability platform, today announced that its indirect wholly-owned subsidiary, Dynatrace LLC (the "Issuer"), priced its offering of $1.25 billion aggregate principal amount of its 0.00% Exchangeable Senior Notes due 2031 (the "notes") in a private placement (the "offering") to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"). The Issuer also granted the initial purchasers of the notes an option to purchase up to an additional $187.5 million aggregate principal amount of notes, for settlement during a 13-day period beginning on, and including, the first date on which the notes are issued. The sale of the notes to the initial purchasers is expected to settle on August 20, 2026, subject to customary closing conditions, and is expected to result in approximately $1,227 million in net proceeds to the Issuer after deducting the initial purchasers’ discounts and estimated offering expenses payable by the Issuer (assuming no exercise of the initial purchasers’ option to purchase additional notes).

The notes will be senior, unsecured obligations of the Issuer and will be fully and unconditionally guaranteed on an unsecured and unsubordinated basis by Dynatrace. The notes will not bear regular interest and the principal amount of the notes will not accrete. The notes will mature on September 1, 2031, unless earlier exchanged, redeemed or repurchased.

The Issuer intends to use approximately $145.9 million of the net proceeds from the offering to pay the cost of the exchangeable note hedge transactions (after such cost is partially offset by the proceeds to Dynatrace from the sale of the warrants under the warrant transactions) described below. In addition, the Issuer expects to use approximately $134.7 million of the net proceeds from the offering to repurchase approximately 2.83 million shares of the common stock from certain purchasers of the notes in privately negotiated transactions, as described in more detail below. The Issuer intends to use the remainder of the net proceeds for general corporate purposes. If the initial purchasers exercise their option to purchase additional notes, the Issuer expects to use a portion of the net proceeds from the sale of the additional notes to pay the cost of additional exchangeable note hedge transactions (after such cost is partially offset by the proceeds to Dynatrace from the sale of additional warrants under additional warrant transactions) and the remaining net proceeds for general corporate purposes.