☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

On December 2, 2022, Dynatrace LLC (the “Borrower”) and Dynatrace Intermediate LLC (“Holdings”), each a Delaware limited liability company and wholly-owned subsidiary of Dynatrace, Inc. (the “Company”), entered into a Credit Agreement (the “Credit Agreement”) with BMO Harris Bank N.A., as administrative agent, and certain other lenders party thereto, for a senior secured revolving credit facility (the “Credit Facility”) in which the lenders agreed to extend revolving credit commitments in the aggregate amount of up to $400,000,000. The Credit Facility replaces the Borrower’s First Lien Credit Agreement, dated as of August 23, 2018, with Jefferies Finance LLC, as administrative agent, and the other lenders party thereto, which included a term loan facility with a maturity date of August 23, 2025, and a senior secured revolving credit facility (collectively, the “First Lien Credit Agreement”) that had a maturity date of August 23, 2023.

Borrowings under the Credit Facility are available in U.S. dollars, Euros, Pounds Sterling and Canadian Dollars (with a sublimit of $100.0 million for non-U.S. dollar-denominated borrowings) and will accrue interest at (i) the Term Secured Overnight Financing Rate (“SOFR”) plus a credit spread adjustment equal to 0.10%, (ii) the Adjusted Euro Interbank Offer Rate, (iii) the Canadian Dollar Offered Rate, (iv) the base rate or (v) the Sterling Overnight Index Average, in each case plus an applicable margin. The base rate is the highest of (i) BMO Harris Bank, N.A.’s prime rate in effect on such day, (ii) the Federal Funds Rate plus 0.50%, (iii) one-month Term SOFR plus 1.00% and (iv) 1.00%. The applicable margin for borrowings is a percentage per annum based on a pricing level determined by the Borrower’s then-current total net leverage ratio, with ranges of (a) 0.00% for base rate loans or 1.00% for all other benchmark rates if the total net leverage ratio is less than 1.0 to 1.0, (b) 0.25% for base rate loans or 1.25% for all other benchmark rates if the total net leverage ratio is less than 2.0 to 1.0 but greater than or equal to 1.0 to 1.0, (c) 0.50% for base rate loans or 1.50% for all other benchmark rates if the total net leverage ratio is less than 3.0 to 1.0 but greater than or equal to 2.0 to 1.0 or (d) 0.75% for base rate loans or 1.75% for all other benchmark rates if the total net leverage ratio is greater than or equal to 3.0 to 1.0. The Credit Agreement contains customary representations and warranties, affirmative and negative covenants and events of default. The Credit Facility will mature on December 2, 2027, subject to two 1-year extensions with the consent of all applicable lenders.

The Credit Agreement also contains a financial covenant requiring the Borrower and its restricted subsidiaries to maintain a total net leverage ratio of 4.00 to 1.00 as of the end of any fiscal quarter with a temporary increase in such total net leverage ratio to 4.50 to 1.00 upon the consummation of certain qualified acquisitions for which the aggregate consideration is at least $150.0 million.

In connection with the Credit Agreement, the Company repaid the remaining outstanding principal balance of its term loan under the First Lien Credit Agreement. The repayment was funded with a portion of its cash balance, which stood at $563 million as of September 30, 2022. The Company also terminated the senior secured revolving credit facility. The Company has no other funded debt obligations outstanding at this time.