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☐  Preliminary Proxy Statement

☐  Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☐  Definitive Additional Materials

☐  Soliciting Material Pursuant to §240.14a-12

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☐    Fee paid previously with preliminary materials.

☐    Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

I am pleased to invite you to attend the 2025 Annual Meeting of Stockholders of Dynatrace, Inc. to be held online on Wednesday, August 20, 2025 at 1:00 p.m. Eastern Time. The meeting will be conducted virtually through a live webcast. You may attend the meeting at www.virtualshareholdermeeting.com/DT2025, where you will be able to vote electronically and submit questions.

280 Congress Street, 11th Floor

NOTICE OF 2025 ANNUAL MEETING OF STOCKHOLDERS

•To elect three Class III directors: Lisa Campbell, Amol Kulkarni, and Steve Rowland, to hold office until the 2028 annual meeting of stockholders and until their successors are duly elected and qualified, subject to their earlier resignation or removal;

•To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending March 31, 2026;

•To conduct a non-binding, advisory vote to approve the compensation of our named executive officers; and

•To transact any other business that properly comes before the Annual Meeting (including adjournments and postponements thereof).

Stockholders of record at the close of business on June 27, 2025 (the "Record Date") or who hold a valid proxy for the Annual Meeting are entitled to notice of, and to attend, vote, and participate at the Annual Meeting, as set forth in this Proxy Statement. You may attend, vote, and participate at the Annual Meeting by visiting www.virtualshareholdermeeting.com/DT2025 and entering the 16-digit control number included in the Notice of Internet Availability of Proxy Materials, on the proxy card, or in the instructions included with the proxy materials dated on or about July 8, 2025. Access to the webcast will begin at 12:45 p.m. Eastern Time on August 20, 2025. For instructions on how to vote your shares, please refer to the instructions on the Notice of Internet Availability of Proxy Materials you received in the mail, the “About the Annual Meeting” section of this Proxy Statement or, if you requested to receive printed proxy materials, your enclosed proxy card. If you are a street name stockholder or beneficial owner of our common stock, please refer to the voting instructions or other materials received from your broker, bank, or other nominee to vote your shares.

Important notice about the availability of proxy materials for the Annual Meeting. We encourage you to access and review all of the information contained in the proxy materials before voting. Our Proxy Statement, 2025 Annual Report to Stockholders, and other materials are available at https://ir.dynatrace.com/.

PROXY STATEMENT FOR THE 2025 ANNUAL MEETING OF STOCKHOLDERS

Annual recurring revenue ("ARR") is defined as the daily revenue of all subscription agreements that are actively generating revenue as of the last day of the reporting period multiplied by 365. We exclude from our calculation of ARR any revenues derived from month-to-month agreements and/or product usage overage billings.

Constant currency amounts for ARR are presented to provide a framework for assessing how our underlying businesses performed excluding the effect of foreign exchange rate fluctuations. To present this information, current and comparative prior period results for entities reporting in currencies other than U.S. dollars are converted into U.S. dollars using the average exchange rates from the comparative period rather than the actual exchange rates in effect during the respective periods. All growth comparisons relate to the corresponding period in the last fiscal year.

Free cash flow is defined as the net cash provided by or used in operating activities less capital expenditures, reflected as purchase of property and equipment and capitalized software additions in our financial statements.

Non-GAAP operating income ("NGOI") is defined as GAAP income from operations adjusted for the following items: share-based compensation; employer payroll taxes on employee stock transactions; amortization of intangibles; transaction, restructuring and other non-recurring or unusual items that may arise from time to time. We also refer to this measure as Non-GAAP Income from Operations in some of our press releases and SEC filings.

This Proxy Statement and our 2025 Annual Report to Stockholders are available for viewing, printing, and downloading at www.proxyvote.com.

Unless specifically stated in this Proxy Statement, information (such as our Sustainability Report) contained on, or that can be accessed through, our websites and any other websites listed in this Proxy Statement are not incorporated by reference into this Proxy Statement and should not be considered to be part of this Proxy Statement, and inclusions of our website addresses and other website addresses in this Proxy Statement are inactive textual references only.

A copy of our Annual Report on Form 10-K for the fiscal year ended March 31, 2025, as filed with the SEC, except for exhibits, will be furnished without charge to any stockholder upon written request to Dynatrace, Inc., 280 Congress Street, 11th Floor, Boston, Massachusetts 02210, Attention: Secretary or by e-mail to ir@dynatrace.com. This Proxy Statement and our Annual Report on Form 10-K for the fiscal year ended March 31, 2025 are also available on the SEC’s website at www.sec.gov and on our website at https://ir.dynatrace.com/.

The Dynatrace logo and all Dynatrace product or service names and logos are trademarks or registered trademarks of Dynatrace LLC in the United States and other countries. The Dynatrace® platform is subject to patents owned by Dynatrace LLC issued and pending in the United States and other countries. Third party trademarks and trade names referenced in this Proxy Statement are the property of their respective owners.

If you are a stockholder of record as of the close of business on June 27, 2025, you may attend the meeting virtually via the Internet at www.virtualshareholdermeeting.com/DT2025, where you will be able to vote electronically and submit questions. We encourage participants to access the meeting prior to the start time. Online check-in will begin 15 minutes prior to the start of the Annual Meeting, at 12:45 p.m. Eastern Time, and participants should allow ample time for check-in procedures.

In this Proxy Statement, the terms “Dynatrace,” the “company," “we,” “us,” and “our” refer to Dynatrace, Inc. The mailing address of our principal executive offices is Dynatrace, Inc., 280 Congress Street, 11th Floor, Boston, Massachusetts 02210. Our fiscal year begins on April 1 and ends on March 31.

Pursuant to rules adopted by the SEC, for most stockholders, we are providing access to our proxy materials over the Internet rather than printing and mailing our proxy materials. We believe following this process will expedite the receipt of such materials and will help lower our costs and reduce the environmental impact of our annual meeting materials. Therefore, the Notice will be mailed to holders of record and beneficial owners of our common stock starting on or about July 8, 2025. The Notice provides instructions as to how stockholders may access and review our proxy materials, including the Notice of 2025 Annual Meeting of Stockholders, this Proxy Statement, the proxy card, and our 2025 Annual Report, on the website referred to in the Notice or, alternatively, how to request that a copy of the proxy materials, including a proxy card, be sent to them by mail. The Notice also provides voting instructions. In addition, stockholders of record may request to receive the proxy materials in printed form by mail or electronically by e-mail on an ongoing basis for future stockholder meetings. Please note that while our proxy materials are available at the website referenced in the Notice, and our Notice of 2025 Annual Meeting of Stockholders, this Proxy Statement, and our 2025 Annual Report are available on our website, www.dynatrace.com, no other information contained on either website is incorporated by reference in or considered to be a part of this Proxy Statement.

Stockholders of Record. Stockholders of record will need to visit www.virtualshareholdermeeting.com/DT2025 and enter the 16-digit control number provided in the Notice, on the proxy card, or in the instructions included with the printed proxy materials.

Street Name Stockholders. If shares of our common stock are held on your behalf in a brokerage account or by a bank or other nominee, you are considered to be the beneficial owner of shares that are held in “street name” (i.e., a “street name stockholder”) and the Notice was forwarded to you by your broker or nominee, who is considered the stockholder of record with respect to those shares. If you are a street name stockholder and your voting instruction form or Notice indicates that you may vote those shares through www.proxyvote.com, you may attend and participate in the Annual Meeting by visiting www.virtualshareholdermeeting.com/DT2025 and entering the 16-digit control number indicated on your voting instruction form or Notice. Otherwise, street name stockholders who hold their shares in street name should contact their broker, bank or other nominee (well in advance of the Annual Meeting) to obtain a legal proxy in order to be able to attend and participate in the Annual Meeting.

Our Annual Meeting will be governed by the Annual Meeting’s Rules of Conduct, which will address the ability of stockholders to ask questions during the meeting and rules for how questions will be recognized and addressed. The Annual Meeting’s Rules of Conduct will be available on www.virtualshareholdermeeting.com/DT2025 prior to the Annual Meeting. We do not have procedures in place for posting appropriate questions received during the meeting on our website.

Additional information regarding matters addressing technical and logistical issues, including technical support during the Annual Meeting, will be available at www.virtualshareholdermeeting.com/DT2025.

Stockholders of Record. If shares of our common stock are registered directly in your name with Computershare, our transfer agent, you are considered the “stockholder of record” with respect to those shares. As the stockholder of record, you may vote by any of the methods listed below:

You may attend the Annual Meeting virtually via the Internet at www.virtualshareholdermeeting.com/DT2025 and you may vote during the meeting. Access to the webcast will begin at 12:45 p.m. Eastern Time on August 20, 2025, and you should allow ample time for check-in procedures. In order to be able to attend the Annual Meeting, you will need the 16-digit control number provided in the Notice, on the proxy card, or in the instructions included with the proxy materials dated on or about July 8, 2025.

Street Name Stockholders. As stated above, if shares of our common stock are held on your behalf in a brokerage account or by a bank or other nominee, you are considered to be the beneficial owner of shares that are held in “street name” (i.e., a “street name stockholder”) and the Notice was forwarded to you by your broker or nominee, who is considered the stockholder of record with respect to those shares. As the beneficial owner, you have the right to direct your broker, bank, or other nominee as to how to vote your shares. Please follow the instructions from your broker, bank, or other nominee to vote. Street name stockholders may not vote virtually in person at the Annual Meeting unless they receive a legal proxy from their respective brokers, banks, or other nominees giving them the right to vote virtually in person at the Annual Meeting. If you request a printed copy of our proxy materials by mail, your broker, bank, or other nominee will provide a voting instruction form for you to use.

If you are a stockholder of record, you may revoke your proxy by (1) following the instructions on the Notice and entering a new proxy vote by mail that we receive before the start of the Annual Meeting or over the Internet or by phone by the cutoff time of 11:59 p.m. Eastern Time on August 19, 2025; (2) attending and voting virtually at the Annual Meeting (although attendance at the Annual Meeting will not in and of itself revoke a proxy); or (3) filing an instrument in writing revoking the proxy or another duly executed proxy bearing a later date with our Secretary. Any written notice of revocation or subsequent proxy card must be received by our Secretary prior to the taking of the vote at the Annual Meeting. Such written notice of revocation or subsequent proxy card should be hand delivered to our Secretary or sent to our principal executive offices at Dynatrace, Inc., 280 Congress Street, 11th Floor, Boston, Massachusetts 02210, Attention: Secretary.

ü = independent

A copy of the charter for each committee is posted on the governance section of our website, https://ir.dynatrace.com/corporate-governance/governance-documents. In addition, we have adopted Corporate Governance Guidelines that formalize certain fundamental board policies and practices. Both of these documents are posted on the governance section of our website, https://ir.dynatrace.com/corporate-governance/governance-documents.

During our fiscal 2025, we continued to develop and implement programs that drive progress on our sustainability initiatives, which we shared in our annual Sustainability Report in December 2024. A copy of our most recent Sustainability Report is posted on our website at www.dynatrace.com/company/sustainability/. The contents of our Sustainability Reports are not incorporated into this Proxy Statement and inclusion of the website address above is an inactive textual reference only.

µ = Chair; l = Member

•assisting the Board in its oversight of the integrity of our financial statements and our compliance with legal and regulatory requirements;

•assisting the Board in its oversight of the qualifications, independence, and performance of the company’s independent auditors, being directly responsible for the appointment, retention, and termination of the independent auditors, and overseeing the work of the independent auditors;

•approving or, as required, pre-approving audit and permissible non-audit services, other than de minimis non-audit services, and the terms of such services, to be performed by our independent auditors;

•reviewing and discussing the overall audit plan with the independent auditors and with members of management responsible for preparing the company’s financial statements;

•reviewing and discussing the company’s annual audited financial statements and unaudited quarterly financial statements with the independent auditors and with members of management responsible for preparing the company’s financial statements;

•discussing our earnings releases and financial information and guidance provided to analysts and rating agencies;

•evaluating the performance, responsibilities, budget, and staffing of our internal audit function;

•reviewing the company’s ERM framework and major risk exposures, including the company’s ERM processes;

•establishing procedures for employees to submit concerns anonymously about questionable accounting or audit matters; and

•reviewing and approving related party transactions.

During the fiscal year ended March 31, 2025, the Audit Committee met eight times, made recommendations to the Board during Board meetings, and took other actions through written consent. The report of the Audit Committee is included in this Proxy Statement under “Report of the Audit Committee.” The members of the Audit Committee during our fiscal 2025 were Steve Lifshatz (Chair), Steve Rowland, and Jill Ward.

•overseeing the company’s overall compensation structure, policies and programs;

•reviewing and approving the terms and conditions of performance-based incentive plans and awards (subject, if applicable, to Board or stockholder approval);

•determining the measures on which performance-based incentive compensation and equity awards are based as well as reviewing and approving the achievement of those metrics and the resulting payouts;

•reviewing and establishing the objectives and performance criteria for the CEO;

•evaluating the performance of our CEO in light of the objectives and performance criteria that were set for the CEO, and determining the compensation of our CEO, in consultation with the Board;

•determining the compensation of other executive officers other than the CEO;

•reviewing and recommending to the Board the compensation of our directors; and

•reviewing and discussing with management, at least on an annual basis, management’s assessment of whether risks arising from the company’s compensation policies, practices and programs for all employees are reasonably likely to have a material adverse effect on the company.

During the fiscal year ended March 31, 2025, the Compensation Committee met four times, made recommendations to the Board during Board meetings, and took other actions through written consent. The members of the Compensation Committee during our fiscal 2025 were Mike Capone (Chair), Amol Kulkarni, and Steve Lifshatz.

Cybersecurity Committee

•managing oversight of our investments, programs, plans, controls, and policies related to cybersecurity, data privacy, and data protection risks associated with our products, services, and business operations;

•providing feedback on cybersecurity related matters, including, but not limited to, strategies, objectives, capabilities, initiatives, and policies; and

•overseeing other tasks related to our cybersecurity and data privacy functions.

•identifying, evaluating, and recommending qualified persons to serve on our Board;

•considering and making recommendations to our Board regarding the composition and chairs of the committees of our Board;

•developing and making recommendations to our Board regarding corporate governance guidelines and matters and periodically reviewing such guidelines and recommending any changes;

•overseeing annual evaluations of the Board and its committees; and

•providing oversight of the company’s sustainability strategy and reporting; reviewing and assessing the company’s policies and practices regarding sustainability matters.

During the fiscal year ended March 31, 2025, the Nominating and Corporate Governance Committee met four times, made recommendations to the Board during Board meetings, and took other actions through written consent. The members of the Nominating and Corporate Governance Committee during our fiscal 2025 were Jill Ward (Chair), Amol Kulkarni, Kenneth “Chip” Virnig (from the start of fiscal 2025 through April 19, 2024), and Kirsten Wolberg.

•High standards of personal and professional ethics and integrity;

•Proven achievement and competence in the nominee’s field and the ability to exercise sound business judgment;

•Skills that are complementary to those of members of the existing Board;

•The ability to assist and support management and make significant contributions to our company's success; and

•An understanding of the fiduciary responsibilities required of a director and a commitment to devote the time and energy necessary to perform those responsibilities.

Our non-employee directors are subject to stock ownership guidelines to further align their interests with those of our stockholders. Under the guidelines, our directors are required to hold common stock valued at a multiple of five times their current annual cash retainer fee for regular Board service (which excludes any supplemental annual cash retainers payable for Board or committee service) within five years of joining the Board. Compliance with this requirement will be determined on an annual basis on the last day of each fiscal year beginning on March 31, 2027.

During fiscal 2025, each member of the Board attended 75% or more of all meetings of the Board and each committee on which they served (during the period that the director served). Our Board met nine times during fiscal 2025.

•In fiscal 2025, we introduced a component of performance-based restricted stock units ("PSUs") based on relative total stockholder return (“rTSR”) performance for long-term incentive awards granted to our executive officers. Please see the "Compensation Discussion and Analysis" section of this Proxy Statement for additional information.

•In fiscal 2026, we adopted a new majority voting standard for uncontested director elections. Please see the "Proposal No. 1 - Election of Class III Directors" section of this Proxy Statement for additional information.

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 https://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/.

Any interested party may contact our Board (or our non-management or independent directors as a group, the Chair of the Board, or any individual directors) by writing to the attention of the Board as a whole or to one or more individual directors by name, by e-mail at corporatesecretary@dynatrace.com or by mail: Dynatrace, Inc., 280 Congress Street, 11th Floor, Boston, Massachusetts 02210, United States, Attn: Secretary. You may also indicate whether you are a stockholder, customer, supplier, or other interested party.

The Audit Committee oversees the procedures for the receipt, retention, and treatment of complaints received by Dynatrace regarding accounting, internal accounting controls, audit matters, fraud, financial misconduct or potential violations of our Code of Business Conduct and Ethics, including the confidential, anonymous submission by employees of concerns regarding such matters. Dynatrace has established a reporting portal at www.dynatrace.com/ethics/ for reporting such concerns online or by telephone to +1 800-493-0611 (toll free in the United States) or the other numbers listed on the portal. A complaining party may also submit a confidential report to the Audit Committee by sending a letter c/o Dynatrace, Inc., 280 Congress Street, 11th Floor, Boston, Massachusetts 02210; Attention: Audit Committee Chair.

We offer a non-qualified Deferred Compensation Plan which provides eligible U.S. directors with the opportunity to defer up to 100% of their annual cash retainers. Account balances under the Deferred Compensation Plan are credited with income, gains, and losses based on the performance of investment funds selected by the participant from a list of funds designated by our company. We do not make matching contributions under the Deferred Compensation Plan, but are permitted to make discretionary contributions. However, we did not make any contributions to the Deferred Compensation Plan in our fiscal 2025.

(1)The amounts include cash retainers, including any retainers deferred by directors under our Deferred Compensation Plan. During our fiscal 2025, Mike Capone was the only director to defer a portion of his cash retainer pursuant to the Deferred Compensation Plan.

(2)The amounts represent the aggregate grant date fair value of RSUs granted to our directors during fiscal 2025, computed in accordance with FASB ASC Topic 718. The assumptions used in calculating the grant date fair value of the RSUs reported in this column are set forth in note 15 to our audited consolidated financial statements included in our 2025 Annual Report. On August 23, 2024 (the date of our 2024 annual meeting of stockholders), each non-employee director serving and re-elected as of that date received an annual equity award of 3,981 RSUs that vest on the earlier of the one year anniversary of the grant or the date of the Annual Meeting. As of March 31, 2025, our current non-employee directors held the following amounts of unvested RSUs: Lisa Campbell - 8,099; Michael Capone – 3,981; Amol Kulkarni – 9,168; Stephen Lifshatz – 3,981; Steve Rowland – 4,843; Jill Ward – 3,981; and Kirsten Wolberg – 3,981.

(3)Lisa Campbell was appointed to the Board effective September 4, 2024. We granted 8,099 RSUs to her in connection with her appointment. Lisa served as a member of the Cybersecurity Committee for the remainder of fiscal 2025. She received a pro-rated cash retainer for the days that she served as a director and committee member during fiscal 2025.

(4)Kenneth ”Chip” Virnig is a former director who resigned from the Board on July 31, 2024. Chip is a Partner of Thoma Bravo and was previously nominated to our Board by one of the Thoma Bravo Funds. Chip served as a member of the Nominating and Corporate Governance Committee through April 19, 2024 and the Cybersecurity Committee through his resignation date from the Board. Chip received a pro-rated cash retainer for the days that he served as a Board and committee member in fiscal 2025. Chip's unvested RSUs were forfeited when he resigned from the Board and accordingly, he did not hold any unvested RSUs as of March 31, 2025.

The Audit Committee is solely responsible for selecting our independent registered public accounting firm for the fiscal year ending March 31, 2026. Stockholder approval is not required to appoint EY as our independent registered public accounting firm. However, the Board believes that submitting the appointment of EY to the stockholders for ratification is good corporate governance. A majority of the votes properly cast is required in order to ratify the appointment of EY. If the stockholders do not ratify this appointment, the Audit Committee will reconsider whether to retain EY. If the selection of EY is ratified, the Audit Committee, at its discretion, may direct the appointment of a different independent registered public accounting firm at any time it decides that such a change would be in the best interest of our company and our stockholders.

(1)Audit fees consist of fees for professional services performed for the audit of our annual consolidated financial statements, audit of our internal controls over financial reporting, the required review of quarterly condensed consolidated financial statements, international statutory audits, audit services performed in connection with the issuance of comfort letters and consents, and other services that are normally provided by the independent registered accounting firm in connection with statutory and regulatory filings or engagements, including SEC registration statements associated with offerings.

(2)Audit-related fees consist of fees for due diligence in connection with acquisitions and divestitures, employee benefit plan audits, and attest services related to financial reporting that are not required by statute or regulation.

(3)Tax fees consist of fees for all professional services performed by professional staff in our independent registered accounting firm’s tax division, except those services related to the audit of our consolidated financial statements. These include fees for tax compliance, tax planning and tax advice, including federal, state, and local issues. Services may also include assistance with tax audits and appeals before the IRS and similar state and local agencies, as well as federal, state, and local tax issues related to due diligence.

Our Audit Committee has adopted policies and procedures relating to the approval of all audit and non-audit services that are to be performed by our independent registered public accounting firm. This policy provides that we will not engage our independent registered public accounting firm to render audit or non-audit services unless the service is specifically approved in advance by our Audit Committee or the engagement is entered into pursuant to the pre-approval procedure described below, except for services for which the aggregate cost is below a specified de minimis dollar amount.

In connection with these responsibilities, the Audit Committee reviewed and discussed with management and the independent registered public accounting firm our audited consolidated financial statements for the fiscal year ended March 31, 2025. The Audit Committee also discussed with the independent registered public accounting firm the matters required to be discussed by the PCAOB’s Auditing Standard No. 1301, Communication with Audit Committees. In addition, the Audit Committee received the written disclosures and the letter from the independent registered public accounting firm as required by the applicable requirements of the PCAOB regarding the independent registered public accounting firm’s communication with the Audit Committee concerning independence and has discussed with the independent registered public accounting firm their independence.

COMPENSATION DISCUSSION AND ANALYSIS

(1) Matthias Dollentz-Scharer stepped down from his role in connection with the commencement of employment of our new Executive Vice President, Chief Customer Officer on May 12, 2025. Please see the "Executive Officers" section of this Proxy Statement for additional information.

Our customer base includes some of the largest global enterprises. These organizations rely on the Dynatrace platform as part of their plans to accelerate the adoption of cloud-native and AI-native initiatives and to address the related challenges of increasing workloads, dynamic environments, and evolving cybersecurity threats. Our ability to provide sophisticated analytics and our advanced automation capabilities support their operational goals in environments characterized by rapid technological changes. Cloud modernization and the dramatic growth in the use of AI have resulted in an explosion of data and a massive increase in its scale and complexity that are untenable for many organizations to manage as they previously did. As a result, we believe the need for comprehensive end-to-end observability, such as the Dynatrace platform, has become mandatory, especially for larger organizations building resiliency into ever more complex environments. We also believe our company has a significant market opportunity based on the technical differentiation of our platform, our ability to integrate successfully into customers’ cloud ecosystems, and the trust that we have built within our customer base and partner ecosystem.

•Our ARR was $1,734 million as of March 31, 2025, which reflected 17% growth year-over-year on a constant currency basis;

•Our total revenue was $1,699 million, which reflected 20% growth year-over-year on a constant currency basis;

•Our subscription revenue was $1,622 million, which reflected 20% growth year-over-year on a constant currency basis;

•We delivered GAAP income from operations of $179 million and non-GAAP operating income(1) of $494 million; and

•Our net cash provided by operating activities and free cash flow(1) were $459 million and $431 million, respectively.

•Competitive Base Salaries: After evaluating the competitive positioning of our named executive officers’ base salaries in the context of our overall compensation philosophy, the Compensation Committee approved base salary increases between approximately 3.1% and 7.0% for fiscal 2025.

•Challenging Annual Short-Term Incentive ("STI") Goals: Our named executive officers were eligible to earn an annual STI bonus based on our level of achievement of rigorous corporate financial goals for the year. Fiscal 2025 annual STI awards for our named executive officers were weighted 65% on the achievement of ARR goals and 35% on the achievement of Non-GAAP Operating Income goals. Based on our actual results for the year, our executives earned 99.5% of their target annual STI award.

•Comprehensive Long-term Incentive ("LTI") Awards: Along with cash compensation, our named executive officers were eligible to receive equity-based LTI awards in the form of RSUs and PSUs, each representing 50% of the target equity value awarded. In fiscal 2025, PSUs granted consisted of units based on financial performance ("Financial PSUs") and included a new award of units based on rTSR performance ("rTSR PSUs"). Financial PSUs were weighted 75% on revenue and 25% on Non-GAAP Operating Income, which reflected a greater emphasis on revenue performance relative to Financial PSUs granted in fiscal 2024. rTSR PSUs were 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. Financial PSUs were earned at approximately 130% of target and rTSR PSUs for the one year period ended March 31, 2025 were earned at approximately 137.4% of target.

The Compensation Committee discharges many of the responsibilities of our Board relating to the compensation of our executive officers, including our named executive officers. The Compensation Committee oversees and evaluates our compensation and benefits policies generally, and the compensation plans, policies, and practices applicable to our Chief Executive Officer and other executive officers. As described below, the Compensation Committee retains a compensation consultant to provide support in its review and assessment of our executive compensation program.

Our compensation peer group is reviewed annually and adjusted as the Compensation Committee determines to be appropriate. For fiscal 2025, the selection criteria for our compensation peer group targeted comparable public software companies with annual revenues generally between $600 million and $2.4 billion, and market capitalization generally between approximately $7.1 billion and $28.3 billion. When executive compensation for fiscal 2025 was set, our peer group as approved by our Compensation Committee was comprised of the following 17 companies:

Compensation-Setting Factors

•Our performance against the annual corporate goals established by the Compensation Committee and our Board in consultation with management;

•Each executive officer’s skills, experience, and qualifications relative to other similarly situated executives at the companies in our compensation peer group;

•The scope of each executive officer’s role compared to other similarly situated executives at the companies in our compensation peer group;

•The performance of each individual executive officer, based on an assessment of their contributions to our overall performance, ability to lead their department, and work as part of a team, all of which reflect our core values;

•Compensation parity among our executive officers;

•Our retention goals, and the potential difficulty of replacing the executive officer if they were to leave Dynatrace;

•Our financial performance relative to our peers;

•The compensation practices of our compensation peer group and the positioning of each executive officer’s compensation in a ranking of peer company compensation levels; and

•The recommendations provided by our Chief Executive Officer with respect to the compensation of our other executive officers.

(1)Bernd Greifeneder and Matthias Dollentz-Scharer are paid their base salaries in Euros. The amounts reported in this table are based on an exchange rate of EUR 1.00:USD 1.0818 as of March 31, 2025 and EUR 1.00:USD 1.0811 as of March 31, 2024.

(2)Bernd Greifeneder’s base salary was EUR 397,292 in fiscal 2024 and EUR 412,212 in fiscal 2025, a 3.8% increase in local currency.

(3)Matthias Dollentz-Scharer’s base salary was EUR 373,898 at the end of fiscal 2024 and was EUR 400,071 in fiscal 2025, a 7.0% increase in local currency.

Under the 2025 STI plan, no bonus was payable with respect to a particular measure (ARR or NGOI) if the percentage achievement was below the threshold indicated above (95% or 90%, respectively). If either ARR or NGOI was achieved at or above the threshold value/percentage indicated above, the payout with respect to those measures was between 50% and 150% of the target bonus, interpolated on a straight-line basis. The maximum total payout could not exceed 150% of the executives' on-target bonuses.

(1) STI award opportunities for Bernd Greifeneder and Matthias Dollentz-Scharer are paid in Euros. The amounts reported in this table for them are based on an exchange rate of EUR 1.00:USD 1.0818 as of March 31, 2025.

•align executives’ interests with those of our stockholders by providing incentives (restricted stock units) that will increase in value if our share price rises;

•align executives' interests with those of our stockholders by providing incentives (PSUs) having a value that depends on achievement of corporate financial measures (ARR and NGOI); and

•provide a meaningful retention incentive for our executives to remain with us for the long-term.

•50% in the form of PSUs (which were split between 60% Financial PSUs and 40% rTSR PSUs); and

•50% in the form of time-based RSUs.

(1)The amounts in this column differ from amounts reflected in the Summary Compensation Table's "Stock Awards" column due to differences in determining grant date value.

We maintain a tax-qualified 401(k) retirement plan for eligible employees in the United States to save for retirement on a tax advantaged basis. Under our 401(k) plan, employees may elect to defer up to 90% of their eligible compensation subject to applicable annual limits set pursuant to the Internal Revenue Code. Our 401(k) plan permits participants to make both pre-tax and certain after-tax (Roth) deferral contributions. The retirement plan is intended to qualify under Section 401(a) of the Internal Revenue Code. We match 50% of employees’ contributions to the 401(k) plan up to 6% of compensation. Employees are 100% vested in their contributions to the 401(k) plan.

Matthias Dollentz-Scharer participates in a tax-qualified defined contribution retirement plan made available to eligible employees in Austria. Employees may elect to contribute up to 7% of their eligible compensation to the plan. Our company matches employee contributions up to 3% of eligible compensation. Employees are 100% vested in their contributions to this plan.

We offer a non-qualified deferred compensation plan ("Deferred Compensation Plan") which provides eligible U.S. employees with the opportunity to defer up to 75% of their eligible base salary, up to 100% of their eligible fiscal year bonus, and up to 100% of eligible commissions in excess of the limits imposed on the 401(k) plan by the Internal Revenue Code. Account balances under the Deferred Compensation Plan are credited with income, gains and losses based on the performance of investment funds selected by the participant from a list of funds designated by us. Rick McConnell, Jim Benson, and Dan Zugelder are the only named executive officers eligible to participate in this plan. All of the members of our Board are eligible to participate in this plan. As of March 31, 2025, Jim Benson was the only named executive officer participating in this plan and Mike Capone was the only director participating in the plan.

The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis section of this Proxy Statement with management. Based on the review and discussions, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis section be included in this Proxy Statement, which is incorporated by reference in our annual report on Form 10-K for the fiscal year ended March 31, 2025.

(1)Reflects base salaries earned for the applicable fiscal year. Jim Benson's base salary for fiscal 2023 reflects the amount that he earned from his start date at our company through the end of that fiscal year. Dan Zugelder's base salary for fiscal 2024 reflects the amount that he earned from his start date at our company through the end of that fiscal year.

(2)Reflects a cash sign-on bonus paid to Dan Zugelder in fiscal 2024 in connection with joining the company.

(3)Amounts reported in this column do not reflect stock award compensation actually received by each named executive officer. The amounts reported in this column reflect the aggregate grant date fair value of time-based RSUs, Financial PSUs, and rTSR PSUs granted to our named executive officers during the fiscal years ended March 31, 2025, 2024, and 2023, computed in accordance with FASB ASC Topic 718. These aggregate grant date fair values do not take into account any estimated forfeitures related to service-vesting conditions. The assumptions used in calculating the grant date fair value of the restricted stock units reported in this column are set forth in note 15 to our audited consolidated financial statements included in our annual report on Form 10-K for the fiscal year ended March 31, 2025, which was filed with the SEC on May 22, 2025. The amounts reported in this column reflect the accounting cost for these stock awards and may not correspond to the actual economic value that will be received by the named executive officers upon vesting of the awards.

(4)The amounts reported in this column represent bonuses paid under our annual STI plan based on company performance for the applicable fiscal year. The amounts reported for Jim Benson for fiscal 2023 and Dan Zugelder for fiscal 2024 are pro-rated to reflect their respective partial first fiscal year of employment at our company.

(5)Bernd Greifeneder and Matthias Dollentz-Scharer are paid their base salaries and annual STI bonuses in Euros. The applicable U.S. dollar amounts in this table for them for fiscal 2025, 2024, 2023 are based on an exchange rate of 1 EUR:USD 1.0818, 1 EUR:USD 1.0811, and 1 EUR:USD 1.0839, respectively.

(6)The following table sets forth amounts included in the "All Other Compensation" column for our named executive officers for fiscal 2025.

(1)Represents the amounts that each named executive officer was eligible to receive under our annual STI plan for fiscal 2025 based on financial performance. Threshold for the annual STI plan for fiscal 2025 reflects achievement at threshold for each of the two financial metrics. The actual amount received by each executive officer is set forth in the Summary Compensation Table above under the column titled "Non-Equity Incentive Plan Compensation".

(2)Represents the number of shares of common stock subject to Financial PSUs and rTSR PSUs granted in fiscal 2025 at target and maximum performance.

(3)Represents the number of shares of common stock subject to time-based RSUs granted in fiscal 2025. RSUs granted as part of annual awards on June 5, 2024 vest over three years. 33% of the RSUs vested on June 5, 2025 (the first anniversary of the grant date) and the balance vest in eight equal quarterly installments thereafter.

(4)The amounts reported in this column reflect the grant date fair value of time-based RSUs, Financial PSUs, and rTSR PSUs granted to our named executive officers, computed in accordance with FASB ASC Topic 718. For additional information, please see note 3 to the Summary Compensation Table above.

(5)Bernd Greifeneder and Matthias Dollentz-Scharer are paid their annual STI bonuses in Euros. The applicable U.S. dollar amounts in this table for their non-equity incentive plan awards are based on an exchange rate of 1 EUR:USD 1.0818 as of March 31, 2025.

Outstanding Equity Awards at 2025 Fiscal Year End Table