{"filing":{"accession_number":"0001773383-26-000054","cik":"0001773383","ticker":"DT","company_name":"Dynatrace, Inc.","form":"8-K","filing_date":"2026-08-20","report_date":"2026-08-20","primary_document":"dt-20260820.htm","primary_document_url":"https://www.sec.gov/Archives/edgar/data/1773383/000177338326000054/dt-20260820.htm"},"events":[{"id":28863,"run_id":26417,"accession_number":"0001773383-26-000054","anchor_item_number":"2.03","event_type":"debt_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"summary":"Dynatrace issued $1.4375 billion aggregate principal amount of 0.00% Exchangeable Senior Notes due 2031 in a private placement to qualified institutional buyers, with settlement on August 20, 2026. The notes are senior, unsecured obligations of Dynatrace LLC guaranteed by Dynatrace, with an initial exchange rate of 15.5585 shares per $1,000 principal amount and approximately $1.227 billion in net proceeds.","company_name":"Dynatrace, Inc.","ticker":"DT","filing_date":"2026-08-20","form":"8-K","submitted_at":null,"items":[{"id":30931,"accession_number":"0001773383-26-000054","item_number":"1.01","item_title":"Entry Into a Material Definitive Agreement.","event_type":"debt_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"reasoning":"Dynatrace issued $1.4375 billion aggregate principal amount of 0.00% Exchangeable Senior Notes due 2031 in a private placement to qualified institutional buyers. This is a material creation of a direct financial obligation—a debt issuance—disclosed under Item 1.01 (Entry Into a Material Definitive Agreement). The filing details the indenture, exchange terms, redemption provisions, and related hedge and warrant transactions, all hallmarks of a significant debt capital raise.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-20T20:15:59.016922+00:00","company_name":"","ticker":null,"filing_date":""},{"id":30932,"accession_number":"0001773383-26-000054","item_number":"1.02","item_title":"Termination of a Material Definitive Agreement.","event_type":"debt_issuance","event_domain":"financial","is_material":true,"confidence":0.85,"reasoning":"The Item 1.02 discloses termination of a senior secured revolving credit facility in connection with the issuance of $1.25 billion of Exchangeable Senior Notes. While the Item title references termination of an agreement, the substantive event is the creation of a new material direct financial obligation—the exchangeable notes—which is the primary capital-raising activity. The credit facility termination is incidental to the debt issuance. The exhibits confirm pricing and settlement of the notes on August 20, 2026, with approximately $1.227 billion in net proceeds.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-20T20:15:59.016922+00:00","company_name":"","ticker":null,"filing_date":""},{"id":30933,"accession_number":"0001773383-26-000054","item_number":"2.03","item_title":"Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.","event_type":"debt_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"reasoning":"Dynatrace's indirect subsidiary issued $1.25 billion of Exchangeable Senior Notes due 2031, fully guaranteed by Dynatrace. Item 2.03 explicitly covers \"Creation of a Direct Financial Obligation,\" and the exhibits confirm pricing and settlement of this debt offering on August 20, 2026. This is a material debt issuance creating a direct financial obligation for the registrant.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-20T20:15:59.016922+00:00","company_name":"","ticker":null,"filing_date":""},{"id":30935,"accession_number":"0001773383-26-000054","item_number":"8.01","item_title":"Other Events.","event_type":"debt_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"reasoning":"Dynatrace announced the proposed offering of $1.25 billion of Exchangeable Senior Notes on August 17, 2026, and priced the offering on August 18, 2026. The notes are senior, unsecured obligations of the Issuer (Dynatrace LLC) guaranteed by Dynatrace, maturing September 1, 2031, with an initial exchange rate of 15.5585 shares per $1,000 principal amount. This is a material creation of a direct financial obligation through debt issuance, distinct from equity dilution alone.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-20T20:15:59.016922+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":28864,"run_id":26417,"accession_number":"0001773383-26-000054","anchor_item_number":"3.02","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"summary":"In connection with the exchangeable notes offering, Dynatrace's subsidiary issued warrants to purchase up to 44.7 million shares of common stock, and up to 30.2 million shares of common stock are potentially issuable upon exchange of the notes. The warrant and exchange transactions were issued in a private placement under Rule 144A and Section 4(a)(2), creating potential dilution to existing shareholders.","company_name":"Dynatrace, Inc.","ticker":"DT","filing_date":"2026-08-20","form":"8-K","submitted_at":null,"items":[{"id":30934,"accession_number":"0001773383-26-000054","item_number":"3.02","item_title":"Unregistered Sales of Equity Securities.","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"reasoning":"Dynatrace's subsidiary issued $1.25 billion of exchangeable senior notes in a private placement to qualified institutional buyers under Rule 144A, with up to 30.2 million shares of common stock potentially issuable upon exchange and 44.7 million shares issuable upon exercise of warrants. The filing explicitly discloses the unregistered sale of equity securities under Section 4(a)(2) and Rule 144A, and notes that the warrant transactions \"could separately have a dilutive effect on the common stock.\" This is a classic dilutive capital raise at a mid-cap technology company.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-20T20:15:59.016922+00:00","company_name":"","ticker":null,"filing_date":""}]}],"classifications":[{"id":30931,"accession_number":"0001773383-26-000054","item_number":"1.01","item_title":"Entry Into a Material Definitive Agreement.","event_type":"debt_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"reasoning":"Dynatrace issued $1.4375 billion aggregate principal amount of 0.00% Exchangeable Senior Notes due 2031 in a private placement to qualified institutional buyers. This is a material creation of a direct financial obligation—a debt issuance—disclosed under Item 1.01 (Entry Into a Material Definitive Agreement). The filing details the indenture, exchange terms, redemption provisions, and related hedge and warrant transactions, all hallmarks of a significant debt capital raise.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-20T20:15:59.016922+00:00","company_name":"Dynatrace, Inc.","ticker":"DT","filing_date":"2026-08-20"},{"id":30932,"accession_number":"0001773383-26-000054","item_number":"1.02","item_title":"Termination of a Material Definitive Agreement.","event_type":"debt_issuance","event_domain":"financial","is_material":true,"confidence":0.85,"reasoning":"The Item 1.02 discloses termination of a senior secured revolving credit facility in connection with the issuance of $1.25 billion of Exchangeable Senior Notes. While the Item title references termination of an agreement, the substantive event is the creation of a new material direct financial obligation—the exchangeable notes—which is the primary capital-raising activity. The credit facility termination is incidental to the debt issuance. The exhibits confirm pricing and settlement of the notes on August 20, 2026, with approximately $1.227 billion in net proceeds.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-20T20:15:59.016922+00:00","company_name":"Dynatrace, Inc.","ticker":"DT","filing_date":"2026-08-20"},{"id":30933,"accession_number":"0001773383-26-000054","item_number":"2.03","item_title":"Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.","event_type":"debt_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"reasoning":"Dynatrace's indirect subsidiary issued $1.25 billion of Exchangeable Senior Notes due 2031, fully guaranteed by Dynatrace. Item 2.03 explicitly covers \"Creation of a Direct Financial Obligation,\" and the exhibits confirm pricing and settlement of this debt offering on August 20, 2026. This is a material debt issuance creating a direct financial obligation for the registrant.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-20T20:15:59.016922+00:00","company_name":"Dynatrace, Inc.","ticker":"DT","filing_date":"2026-08-20"},{"id":30934,"accession_number":"0001773383-26-000054","item_number":"3.02","item_title":"Unregistered Sales of Equity Securities.","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"reasoning":"Dynatrace's subsidiary issued $1.25 billion of exchangeable senior notes in a private placement to qualified institutional buyers under Rule 144A, with up to 30.2 million shares of common stock potentially issuable upon exchange and 44.7 million shares issuable upon exercise of warrants. The filing explicitly discloses the unregistered sale of equity securities under Section 4(a)(2) and Rule 144A, and notes that the warrant transactions \"could separately have a dilutive effect on the common stock.\" This is a classic dilutive capital raise at a mid-cap technology company.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-20T20:15:59.016922+00:00","company_name":"Dynatrace, Inc.","ticker":"DT","filing_date":"2026-08-20"},{"id":30935,"accession_number":"0001773383-26-000054","item_number":"8.01","item_title":"Other Events.","event_type":"debt_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"reasoning":"Dynatrace announced the proposed offering of $1.25 billion of Exchangeable Senior Notes on August 17, 2026, and priced the offering on August 18, 2026. The notes are senior, unsecured obligations of the Issuer (Dynatrace LLC) guaranteed by Dynatrace, maturing September 1, 2031, with an initial exchange rate of 15.5585 shares per $1,000 principal amount. This is a material creation of a direct financial obligation through debt issuance, distinct from equity dilution alone.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-20T20:15:59.016922+00:00","company_name":"Dynatrace, Inc.","ticker":"DT","filing_date":"2026-08-20"}]}