Dynatrace Inc

To the Shareholders and the Board of Directors of Dynatrace, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Dynatrace, Inc. (the Company) as of March 31, 2024 and 2023, the related consolidated statements of operations, comprehensive income, shareholders’ equity and cash flows for each of the two years in the period ended March 31, 2024, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at March 31, 2024 and 2023, and the results of its operations and its cash flows for each of the two years in the period ended March 31, 2024, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of March 31, 2024, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated May 23, 2024 expressed an unqualified opinion thereon.

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

/s/ Ernst & Young LLP

We have served as the Company’s auditor since 2022.

Detroit, Michigan

May 23, 2024

Shareholders and Board of Directors

Dynatrace, Inc.

Waltham, Massachusetts

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated statements of operations and comprehensive income, shareholders’ equity, and cash flows of Dynatrace, Inc. (the “Company”) for the year ended March 31, 2022, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the results of the Company’s operations and its cash flows for the year ended March 31, 2022, in conformity with accounting principles generally accepted in the United States of America.

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.

Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audit provides a reasonable basis for our opinion.

/s/ BDO USA, LLP

We served as the Company's auditor from 2015 to 2022.

Troy, Michigan

May 26, 2022

CONSOLIDATED BALANCE SHEETS

(In thousands, except share data)

CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share data)

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

CONSOLIDATED STATEMENTS OF CASH FLOWS

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. Description of the Business

Business

Dynatrace, Inc. (“Dynatrace” or the “Company”) offers the only end-to-end platform that combines broad and deep observability and continuous runtime application security with advanced artificial intelligence (“AI”) for IT operations to provide answers and intelligent automation from data at an enormous scale. The Company’s comprehensive solutions help IT, development, security, and business operations teams at global organizations modernize and automate cloud operations, deliver software faster and more securely, and provide significantly improved digital experiences.

Fiscal year

The Company’s fiscal year ends on March 31. References to fiscal 2024, for example, refer to the fiscal year ended March 31, 2024.

2. Significant Accounting Policies

Basis of presentation and consolidation

The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). All intercompany balances and transactions have been eliminated in the accompanying consolidated financial statements.

During fiscal 2023, the Company refined its methodology used to allocate depreciation expense for certain property and equipment to better align the expense with the related use of property and equipment. This change in allocating depreciation expense had no impact on the Company’s income from operations and net income and was applied retrospectively to fiscal 2023. Fiscal 2022 has not been reclassified to conform to the current period presentation as the impact is not material.

Foreign currency translation

The reporting currency of the Company is the U.S. dollar. The functional currency of the Company’s principal foreign subsidiaries is the currency of the country in which each entity operates. Accordingly, assets and liabilities in the consolidated balance sheets have been translated at the rate of exchange at the balance sheet date, and revenues and expenses have been translated at average exchange rates prevailing during the period the transactions occurred. Translation adjustments have been excluded from the results of operations and are reported as accumulated other comprehensive loss within the consolidated statements of shareholders’ equity.

Transaction gains and losses generated by the effect of changes in foreign currency exchange rates on recorded assets and liabilities denominated in a currency different than the functional currency of the applicable entity are recorded in “Other (expense) income, net” in the consolidated statements of operations.

Use of estimates

The preparation of consolidated financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Management evaluates such estimates and assumptions on an ongoing basis. In particular, the Company makes estimates with respect to the stand alone selling price for each distinct performance obligation in customer contracts with multiple performance obligations, the allowance for credit losses, the fair value of assets acquired and liabilities assumed in business combinations, the valuation of long-lived assets, the period of benefit for deferred commissions and material rights, income taxes, equity-based compensation expense, and the determination of the incremental borrowing rate used for operating lease liabilities, among other things. Management bases these estimates on historical experiences and on various other assumptions that we believe are reasonable. Actual results could differ from those estimates.

Segment information

The Company operates asone operating segment. The Company’s chief operating decision maker is its chief executive officer, who reviews financial information presented on a consolidated basis, for purposes of making operating decisions, assessing financial performance and allocating resources.

Business combinations

When the Company acquires a business, management allocates the fair value of the purchase price to the assets acquired and liabilities assumed. The excess of the purchase price over the fair values of the identifiable assets and liabilities is recorded as goodwill. Determining the fair values of identifiable assets and liabilities requires management to make estimates and assumptions, especially with respect to intangible assets. These estimates can include, but are not limited to, the cash flows that an asset is expected to generate in the future, the weighted average cost of capital, the cost savings expected to be derived from acquiring an asset and the useful lives of intangible assets. During the measurement period, which may be up to one year from the acquisition date, the Company may record adjustments to the fair value of assets acquired and liabilities assumed, with the corresponding offset to goodwill. Acquisition-related transactions are expensed as incurred.

Revenue recognition

The Company sells subscriptions, software licenses, maintenance and support, and professional services together in contracts with its customers, which include end-customers and channel partners. The Company’s software license agreements provide customers with a right to use software for a defined term. As required under applicable accounting principles, the goods and services that the Company promises to transfer to a customer are accounted for separately if they are distinct from one another. Promised items that are not distinct are bundled as a combined performance obligation. The transaction price is allocated to the performance obligations based on the relative estimated standalone selling prices of those performance obligations.

The Company determines revenue recognition through the following steps:

1. Identification of the contract, or contracts, with a customer

The Company considers the terms and conditions of the contract in identifying the contracts. The Company determines a contract with a customer to exist when the contract is approved, each party’s rights regarding the services to be transferred can be identified, the payment terms for the services can be identified, it has been determined the customer has the ability and intent to pay, and the contract has commercial substance. At contract inception, the Company will evaluate whether two or more contracts should be combined and accounted for as a single contract and whether the combined or single contract includes more than one performance obligation. The Company applies judgment in determining the customer’s ability and intent to pay, which is based on a variety of factors, including the customer’s historical payment experience or, in the case of a new customer, credit, and financial information pertaining to the customer.

2. Identification of the performance obligations in the contract

Performance obligations promised in a contract are identified based on the services and the products that will be transferred to the customer that are both capable of being distinct, whereby the customer can benefit from the service either on its own or together with other resources that are readily available from third parties or from the Company, and are distinct in the context of the contract, whereby the transfer of the services and the products is separately identifiable from other promises in the contract. In identifying performance obligations, the Company reviews contractual terms, considers whether any implied rights exist, and evaluates published product and marketing information. The Company’s performance obligations consist of (a) subscription services, (b) software licenses, (c) maintenance and support for software licenses, and (d) professional services.

3. Determination of the transaction price

The transaction price is determined based on the consideration to which the Company expects to be entitled in exchange for transferring services to the customer. Variable consideration is included in the transaction price if, in the Company’s judgment, it is probable that a significant future reversal of cumulative revenue under the contract will not occur. The Company’s contracts do not contain a significant financing component.

4. Allocation of the transaction price to the performance obligations in the contract

If the contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation. Contracts that contain multiple performance obligations require an allocation of the transaction price to each performance obligation based on a relative standalone selling price (“SSP”) for arrangements not including subscription services or software licenses. The Company has determined that its pricing for subscription services and software licenses is highly variable and therefore allocates the transaction price to those performance obligations using the residual approach.

5. Recognition of revenue when, or as a performance obligation is satisfied

Revenue is recognized at the time the related performance obligation is satisfied by transferring the control of the promised service to a customer. Revenue is recognized when control of the service is transferred to the customer, in an amount that reflects the consideration that the Company expects to receive in exchange for those services.

Subscription revenue relates to performance obligations for which the Company recognizes revenue over time as control of the product or service is transferred to the customer. Subscription revenue includes arrangements that permit customers to access and utilize the Company’s hosted software delivered on a Software-as-a-Service (“SaaS”) basis, term-based and perpetual licenses of the Dynatrace platform, as well as maintenance. The when-and-if available updates of the Dynatrace platform, which are part of the maintenance agreement, are critical to the continued utility of the Dynatrace platform; therefore, the Company has determined the Dynatrace platform and the related when-and-if available updates to be a combined performance obligation. Accordingly, when Dynatrace platform is sold under a term-based license, the revenue associated with this combined performance obligation is recognized ratably over the license term as maintenance is included for the duration of the license term. The Company has determined that perpetual licenses of Dynatrace platform provide customers with a material right to acquire additional goods or services that they would not receive without entering into the initial contract as the renewal option for maintenance services allows the customer to extend the utility of the Dynatrace platform without having to again make the initial payment of the perpetual software license fee. The associated material right is deferred and recognized ratably over the term of the expected optional maintenance renewals.

Service

The Company offers implementation, consulting and training services for the Company’s software solutions and SaaS offerings. Services fees are generally based on hourly rates. Revenues from services are recognized in the period the services are performed, provided that collection of the related receivable is reasonably assured.

Deferred commissions

Deferred sales commissions earned by the Company’s sales force are considered incremental and recoverable costs of obtaining a contract with a customer. Sales commissions for new contracts are deferred and then amortized on a straight-line basis over a period of benefit which the Company has estimated to bethree years. The period of benefit has been determined by taking into consideration the duration of customer contracts, the life of the technology, renewals of maintenance and other factors. Sales commissions for renewal contracts are deferred and then amortized on a straight-line basis over a period of benefit which the Company has estimated to bethree years. Amortization expense is included in “Sales and marketing” expenses on the consolidated statements of operations.

The Company periodically reviews these deferred costs to determine whether events or changes in circumstances have occurred that could impact the period of benefit of these deferred commissions. There wereno impairment losses recorded during the periods presented.

Deferred revenue

Deferred revenue consists primarily of billed subscription and maintenance fees related to the future service period of subscription and maintenance agreements in effect at the reporting date. Deferred licenses are also included in deferred revenue for those billed arrangements that are being recognized over time. Short-term deferred revenue represents the unearned revenue that will be earned within 12 months of the balance sheet date; whereas, long-term deferred revenue represents the unearned revenue that will be earned after 12 months from the balance sheet date.

Payment terms

Payment terms and conditions vary by contract type, although the Company’s terms generally include a requirement of payment within 30 to 60 days. In instances where the timing of revenue recognition differs from the timing of payment, the Company has determined that its contracts do not include a significant financing component. The primary purpose of invoicing terms is to provide customers with simplified and predictable ways of purchasing products and services, not to receive financing from customers or to provide customers with financing.

Contract modifications

Contract modifications are assessed to determine (i) if the additional goods and services are distinct from the goods and services in the original arrangement; and (ii) if the amount of the consideration expected for the added goods and services reflects the stand alone selling price of those goods and services, as adjusted for contract-specific circumstances. The Company’s additional goods and services offered have historically been distinct. A contract modification meeting both criteria is accounted for as a separate contract. A contract modification not meeting both criteria is considered a change to the original contract, which the Company accounts for on a prospective basis as the termination of the existing contract and the creation of a new contract.

Cost of revenue

Cost of subscription revenue includes all direct costs to deliver the Company’s subscription products including salaries, benefits, share-based compensation and related expenses, such as employer taxes, third-party hosting fees related to the Company’s cloud services, allocated overhead for depreciation of equipment, facilities, IT, and amortization of internally developed capitalized software technology. The Company recognizes these expenses as they are incurred.

Cost of service revenue includes salaries, benefits, share-based compensation and related expenses, such as employer taxes for the Company’s services organization and allocated overhead for depreciation of equipment, facilities and IT. The Company recognizes expense related to its services organization as they are incurred.

Amortization of acquired technology

Amortization of acquired technology includes amortization expense for technology acquired in the Thoma Bravo Funds’ acquisition of the Company in 2014, business combinations and asset acquisitions.

Research and development costs are expensed as incurred. Research and development costs primarily include the cost of programming personnel, including share-based compensation, and allocated overhead for deprecation of equipment, facilities and IT.

Advertising

Advertising costs are expensed as incurred and are included in “Sales and marketing” expense in the consolidated statements of operations. Advertising expense was $37.7 million, $36.2 million, and $49.9 million during the years ended March 31, 2024, 2023 and 2022, respectively.

Leases

Leases arise from contractual obligations that convey the right to control the use of identified property, plant or equipment for a period of time in exchange for consideration. At the inception of the contract, the Company determines if an arrangement contains a lease based on whether there is an identified asset and whether the Company controls the use of the identified asset. The Company also determines the classification of that lease, between financing and operating, at the lease commencement date. The Company accounts for and allocates consideration to the lease and non-lease components as a single lease component.

A right-of-use asset represents the Company’s right to use an underlying asset for the lease term and a lease liability represents the Company’s obligation to make payments during the lease term. Right-of-use assets are recognized at the lease commencement date for the lease liability, adjusted for initial direct costs incurred and lease incentives received. Lease liabilities are recorded at the present value of the future lease payments over the lease term. The discount rate used to determine the present value is the incremental borrowing rate as the implicit rate for the operating leases is generally not determinable. The Company determines the incremental borrowing rate of the leases by considering various factors, such as the credit rating, interest rates of similar debt instruments of entities with comparable credit ratings, jurisdictions, and the lease term.

The Company’s lease terms may include options to extend or terminate the lease. The Company generally uses the base, non-cancelable, lease term when recognizing the lease assets and liabilities, unless it is reasonably certain that the Company will exercise those options. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants.

The Company does not record leases with terms of 12 months or less on the consolidated balance sheets. Lease expense is recognized on a straight-line basis over the expected lease term.

Concentration of credit risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash and cash equivalents, investments and accounts receivable.

The Company maintains the majority of its cash, cash equivalents and investments with major financial institutions that the Company believes to be of high credit standing. The Company maintains its cash in bank deposit accounts that, at times, may exceed federally insured limits.

The Company provides credit to customers in the normal course of business. The Company’s customer base consists of a large number of geographically-dispersed customers across multiple industries. As of March 31, 2024, there was one customer with a balance greater than 10% of accounts receivable. No customer represented more than 10% of the accounts receivable balance as of March 31, 2023 or 10% of revenue for the years ended March 31, 2024, 2023 and 2022.

Cash and cash equivalents

All highly liquid investments with an original maturity of three months or less when purchased are considered cash and cash equivalents.

Investments

The Company’s investments consist of U.S. treasury securities. These investments are classified as available-for-sale and recorded at fair value in the consolidated balance sheet.

Premiums and discounts are amortized or accreted over the life of the related available-for-sale security as an adjustment to yield. Interest income is recognized when earned.

Unrealized gains and losses on available-for-sale investments, net of tax, are included within accumulated other comprehensive income in the 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 intent to sell these investments and it is more likely than not that the Company will not be required to sell these investments before recovery of their amortized cost basis. Based on the evaluation of available evidence, the Company does not believe any unrealized losses on its investments as of March 31, 2024 represent credit losses.

Accounts receivable, net

Accounts receivable are recorded at the invoiced amount, net of allowance for credit losses. The Company regularly reviews the adequacy of the allowance for credit losses based on a combination of factors. In establishing any required allowance, management considers historical losses adjusted for current market conditions, the Company’s customers’ financial condition, the amount of any receivables in dispute, the current receivables aging, current payment terms and expectations of forward-looking loss estimates. Allowance for credit losses was $4.5 million and $3.8 million as of March 31, 2024 and 2023, respectively.

Property and equipment, net

The Company states property and equipment, net, at cost less accumulated depreciation. Depreciation is recorded using the straight-line method over the estimated useful lives of the related assets. The following table presents the estimated useful lives of the Company’s property and equipment:

Goodwill and intangible assets

Goodwill represents the excess of the purchase price of an acquired business over the fair value of the assets acquired and liabilities assumed. Goodwill is evaluated for impairment annually and whenever events or changes in circumstances indicate the carrying value of goodwill may not be recoverable. The Company has elected to first assess the qualitative factors to determine if it is more likely than not that the fair value of the underlying assets is less than its carrying amount. If the Company determines that it is more likely than not that the underlying assets’ fair value is less than its carrying amount in the qualitative analysis, then a quantitative goodwill impairment test will be performed by comparing the fair value of the assets to their carrying value. For the purposes of impairment testing, the Company is evaluated asone reporting unit.

Intangible assets consist primarily of customer relationships, developed technology, tradenames and trademarks, all of which have a finite useful life. Intangible assets are amortized based on either the pattern in which the economic benefits of the intangible assets are estimated to be realized or on a straight-line basis, which approximates the manner in which the economic benefits of the intangible asset will be consumed.

There wasno impairment of goodwill during the years ended March 31, 2024, 2023 and 2022.

Capitalized software

Software development costs associated with software developed, acquired or modified for internal use is capitalized. Costs incurred during the preliminary planning and evaluation stage of the project and during the post implementation stages of the project are expensed as incurred. Costs incurred during the application development stage of the project are capitalized. These capitalized costs consist of internal compensation related costs and direct external costs. The amortization period for these capitalized costs is generally three tofive years depending on the project.

During the year ended March 31, 2024, the Company entered into a license agreement with an application security provider, resulting in $10.3 million of capitalized costs related to software developed for internal use. During the years ended March 31, 2023 and 2022, the Company didnot capitalize costs for software developed for internal use. Amortization of software developed for internal use was $0.9 million, $0.2 million, and $0.6 million during the years ended March 31, 2024, 2023 and 2022, respectively, and is recorded within “Cost of subscription” in the consolidated statements of operations.

Costs related to software developed for sale are expensed as research and development until technological feasibility has been established for the product. Once technological feasibility has been established for the product, all software costs are capitalized until the product is available for general release to customers. To date, the software development costs have not been capitalized as the cost incurred and time between technological feasibility and general product release was insignificant. As such, these costs are expensed as incurred and recorded in “Research and development” in the consolidated statements of operations.

Impairment of long-lived assets

Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If circumstances require a long-lived asset or asset group be tested for possible impairment, the Company first compares undiscounted cash flows expected to be generated by an asset to the carrying value of the asset. If the carrying value of the long-lived asset is not recoverable on an undiscounted cash flow basis, impairment is recognized to the extent that the carrying value exceeds its fair value. Fair value is estimated by the Company using discounted cash flows and other market-related valuation models, including earnings multiples and comparable asset market values. The Company hasnot incurred any impairment losses during the years ended March 31, 2024, 2023 and 2022.

Income taxes

The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the consolidated financial statements. Under this method, deferred tax assets and liabilities are determined based on the differences between the consolidated financial statements and income tax bases of assets and liabilities and net operating loss and tax credit carryforwards using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in the period that includes the enactment date. The Company has the ability to permanently reinvest any earnings in its foreign subsidiaries and therefore does not recognize any deferred tax liabilities that arise from outside basis differences in its investment in subsidiaries.

Deferred tax assets are reduced by a valuation allowance if it is more likely than not that some or all of the deferred taxes will not be realized. In making such determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies and recent financial operations.

The Company records uncertain tax positions in accordance with ASC 740 on the basis of a two-step process in which (1) the Company determines whether it is more likely than not that that the tax positions will be sustained on the basis of the technical merits of the position and (2) for those tax positions that meet the more likely than not recognition threshold, the Company recognizes the largest amount of tax benefit that is more than 50% likely to be realized upon ultimate settlement with the related tax authority. The Company recognizes interest and penalties related to unrecognized tax benefits on the income tax expense line the accompanying consolidated statement of operations.

The Company treats Global Intangible Low Taxed Income ("GILT") as a period cost.

Fair value of assets and liabilities

Assets and liabilities recorded at fair value are categorized based upon the level of judgment associated with the inputs used to measure their fair value. The hierarchical levels are as follows:

•Level 1: Observable inputs that reflect quoted prices for identical assets or liabilities in active markets;

•Level 2: Observable inputs, other than Level 1 prices, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; and

•Level 3: Unobservable inputs reflecting the Company’s own assumptions incorporated in valuation techniques used to determine fair value. These assumptions are required to be consistent with market participant assumptions that are reasonably available.

The Company’s financial instruments including cash equivalents, investments, accounts receivable, accounts payable and other current liabilities are stated at their carrying value, which approximates their fair values due to their short maturities.

Share-based compensation

The Company measures the cost of employee services received in exchange for an award of equity instruments, including stock options, restricted stock awards (“RSAs”), time-based and performance-based restricted stock units (“RSUs”), and the purchase rights under the employee stock purchase plan (the “ESPP”), based on the estimated grant-date fair value of the award. The Company calculates the fair value of stock options and the purchase rights under the ESPP using the Black-Scholes option-pricing model. This requires the input of assumptions, including the fair value of the Company’s underlying common stock, the expected term of stock options and purchase rights, the expected volatility of the price of the Company’s common stock, risk-free interest rates, and the expected dividend yield of the Company’s common stock. The fair value of RSAs and RSUs is determined by the closing price on the date of grant of the Company’s common stock.

The Company recognizes share-based compensation expense following the straight-line attribution method over the requisite service period of the entire award for stock options, RSAs and RSUs; and over the offering period for the purchase rights issued under the ESPP. For performance-based RSUs that vest based upon continued service and achievement of certain performance conditions, share-based compensation expense is recognized over the requisite service period following the accelerated attribution method based upon the probability that the performance condition will be satisfied. Forfeitures are accounted for in the period in which the awards are forfeited.

Net income per share

Basic net income per share is calculated by dividing the net income for the period by the weighted-average number of common shares outstanding during the period. Diluted net income per share is computed by giving effect to all potentially dilutive securities, including stock options, RSUs, RSAs, and the impact of the purchase rights of the ESPP.

Recently issued accounting pronouncements

In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07, Segment Reporting (Topic 280), Improvements to Reportable Segment Disclosures, which improves reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses and application of all segment disclosure requirement to entities with a single reportable segment. ASU 2023-07 is effective for the Company’s fiscal 2025 and interim periods thereafter. The Company is evaluating the impact of the ASU on its disclosures.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which expands disclosures in the income tax rate reconciliation table and disaggregates the income taxes paid by jurisdiction. ASU 2023-09 will be effective for the Company’s fiscal 2026. The Company is currently evaluating the impact of the ASU on its income tax disclosures within the consolidated financial statements and related disclosures.

3. Revenue Recognition

Disaggregation of revenue

The following table is a summary of the Company’s total revenue by geographic region (in thousands, except percentages):

For the years ended March 31, 2024, 2023, and 2022, the United States was the only country that represented more than 10% of the Company’s revenues in any period, constituting $807.7 million and 56%, $652.0 million and 56%, and $477.2 million and 51% of total revenue, respectively.

Deferred commissions

The following table represents a rollforward of the Company’s deferred commissions (in thousands):

Deferred revenue

Revenue recognized during the years ended March 31, 2024, 2023, and 2022 which was included in the deferred revenue balances at the beginning of each respective period was $800.0 million, $670.1 million, and $502.4 million.

Remaining performance obligations

As of March 31, 2024, the aggregate amount of the transaction price allocated to remaining performance obligations was $2,422.9 million, which consists of both billed consideration in the amount of $1,050.3 million and unbilled consideration in the amount of $1,372.6 million that the Company expects to recognize as subscription and service revenue. The Company expects to recognize 54% of this amount as revenue in the year ending March 31, 2025 and the remainder thereafter.

Contract assets

As of March 31, 2024 and March 31, 2023, contract assets of $5.2 million and $0.4 million, respectively, are included in accounts receivable, net, on the Company’s consolidated balance sheets.

4. Business Combinations

Rookout, Ltd.

On August 31, 2023, the Company acquired 100% of the outstanding equity of Rookout, Ltd. (“Rookout”). Rookout is a provider of enterprise-ready and privacy-aware solutions that enable developers to troubleshoot and debug actively running code in Kubernetes-hosted cloud-native applications. This acquisition expanded the Company’s unified observability and security platform from the addition of Rookout’s technology and experienced team. The purchase consideration of Rookout was $33.4 million, after considering certain adjustments, and was paid from cash on hand.

The fair value of the purchase price was allocated to the identifiable assets acquired and liabilities assumed as of the acquisition date, with the excess recorded to goodwill as shown below (in thousands).

These preliminary amounts are subject to subsequent adjustment as additional information is obtained to finalize certain components of working capital and deferred income taxes.

Goodwill is primarily attributable to expected synergies and acquired skilled workforce. The goodwill was allocated to the Company’sone reporting unit. The Company identified developed technology as the sole acquired intangible asset. The estimated fair value of the developed technology was $7.8 million, which was based on a valuation using the income approach and was classified as capitalized software on the consolidated balance sheet. The estimated useful life of the developed technology isseven years. The acquired goodwill and intangible asset were not deductible for tax purposes.

The operating results of Rookout from the date of acquisition have been included in the Company’s consolidated statements of operations. The revenue and net loss attributable to Rookout for the year ended March 31, 2024 was not material. The transaction costs related to the Rookout acquisition were $2.9 million for the year ended March 31, 2024 and are included in general and administrative expense on the consolidated statements of operations.

Runecast Solutions Limited

On March 1, 2024, the Company acquired a 100% equity interest in Runecast Solutions Limited (“Runecast”). Runecast is a provider of software solutions that provide insights for security compliance, vulnerability assessment, and configuration management for complex, on-premises, hybrid and multi-cloud IT environments. This acquisition expanded the Company’s unified observability and security platform from the addition of Runecast’s technology and experienced team.

The preliminary purchase consideration consisted of $26.1 million cash paid at closing and $2.3 million in deferred cash payments. The deferred cash payments will be held by the Company to satisfy indemnification obligations and post-closing purchase price adjustments payable within 15 months after the acquisition date.

In connection with the acquisition of Runecast, per the purchase agreement, $9.0 million of RSAs will be issued to the previous owners subject to continuing employment and certain indemnification clauses. The RSAs are considered share-based compensation expense and $0.3 million was recognized in fiscal 2024.

The fair value of the purchase price was allocated to the identifiable assets acquired and assumed acquired as of the acquisition date, with the excess recorded to goodwill as shown below (in thousands).

The preliminary fair value of assets acquired and liabilities assumed may change as additional information is received during the measurement period.

Goodwill is primarily attributable to expected synergies and acquired skilled workforce. The goodwill was allocated to the Company’sone reporting unit. The Company identified developed technology and customer relationships as the acquired intangible assets. The estimated fair value of the developed technology and customer relationships was $7.3 million and $0.2 million, respectively, which was based on a valuation using the income approach. The estimated useful lives of the developed technology and customer relationships isseven years andfour years, respectively. The acquired goodwill and intangible assets were not deductible for tax purposes.

The operating results of Runecast from the date of acquisition have been included in the Company’s consolidated statements of operations. The revenue and net loss attributable to Runecast for the year ended March 31, 2024 was not material. The transaction costs related to the Runecast acquisition were $3.0 million for the year ended March 31, 2024 and are included in the general and administrative expense on the consolidated statement of operations.

Fiscal 2022 Acquisitions

In fiscal 2022, the Company completed acquisitions of entities for total cash consideration, net of cash acquired, of $13.2 million. As a result, the Company recognized goodwill of $11.0 million and intangible assets of $2.6 million related to technology with an estimated useful life ofnine years. Goodwill generated from the acquisitions was attributable to increased synergies that are expected to be achieved from the integration of the acquired developed technology into the Dynatrace platform, and was not deductible for tax purposes. The results of operations of the acquired entities have been included within the Company’s consolidated statements of operations from the acquisition date. The acquisitions were not material to the consolidated financial statements. The allocated purchase price of the acquisitions were finalized during fiscal 2023.

5. Investments and Fair Value Measurements

The following table summarizes the amortized cost, unrealized gains and losses, and fair value of our available-for-sale investments, including those securities classified within “Cash and cash equivalents” in the consolidated balance sheets (in thousands):

As of March 31, 2024, the fair values of available-for-sale investments, excluding those securities classified within “Cash and cash equivalents” in the consolidated balance sheets, by remaining contractual maturity are as follows (in thousands):

Beginning in January 2024, the Company offers the ability to participate in a non-qualified deferred compensation plan to certain eligible employees. The Company holds $0.1 million of mutual funds that are associated with this plan and are classified as restricted trading securities. These securities are not included in the tables above but are included as investments in the consolidated balance sheets.

The following tables present the Company’s financial assets that have been measured at fair value on a recurring basis as of March 31, 2024 and 2023, and indicate the fair value hierarchy of the valuation inputs utilized to determine such fair value (in thousands):

The Company recorded interest income from its cash, cash equivalents, and investments of $38.7 million, $11.1 million, $0.2 million for the years ended March 31, 2024, 2023, and 2022, respectively.

6. Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consists of the following (in thousands):

7. Property and Equipment, Net

The following table summarizes, by major classification, the components of property and equipment (in thousands):

Depreciation of property and equipment totaled $15.5 million, $12.5 million, and $10.6 million for the years ended March 31, 2024, 2023, and 2022, respectively.

8. Goodwill and Intangible Assets, Net

Changes in the carrying amount of goodwill on a consolidated basis for fiscal 2024 consists of the following (in thousands):

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

Amortization of intangible assets totaled $39.4 million, $42.1 million, and $46.2 million for the years ended March 31, 2024, 2023, and 2022, respectively.

As of March 31, 2024, the estimated future amortization expense of the Company’s intangible assets is as follows (in thousands):

9. Income Taxes

Income tax provision

Income (loss) before income taxes includes the following (in thousands):

The income tax provision includes the following (in thousands):

The Company’s income tax (benefit) differs from the amounts computed by applying the U.S. federal income tax rate of 21% for the years ended March 31, 2024, 2023 and 2022 to pre-tax income, as a result of the following (in thousands):

Deferred tax assets and liabilities

As of March 31, 2024, the Company continues to maintain a valuation allowance of $32.1 million with respect to certain U.S. federal and state deferred tax assets that, due to their nature, are not likely to be realized. In addition, the Company continues to maintain a valuation allowance of $8.4 million with respect to its deferred tax assets in certain non-U.S. jurisdictions. The net change in the valuation allowance during the year ended March 31, 2024 was $16.9 million.

Temporary differences and carryforwards that give rise to a significant portion of deferred tax assets and liabilities are as follows (in thousands):

At March 31, 2024, the Company had non-U.S. net operating loss carryforwards of $44.5 million, and non-U.S. tax credit carryforwards of $0.5 million, all of which may be carried forward indefinitely. The Company had U.S. state and local net operating loss carryforwards of $35.9 million, of which $33.0 million expire in periods through 2042 if not utilized, and the remaining balance of $2.9 million may be carried forward indefinitely. The Company had U.S. federal tax credit carryforwards of $29.2 million, which expire in periods through 2034. Deferred tax assets of $28.8 million related to U.S. state net operating losses and federal tax credit carryforwards are subject to valuation allowances as of March 31, 2024.

The Company has not provided for taxes on the excess of the amount for financial reporting over the tax basis of investments in foreign subsidiaries as the Company maintains its assertion that it intends these to be indefinitely reinvested. Generally, these earnings will be treated as previously taxed income from either the one-time transition tax or GILTI, or they will be offset with a 100% dividend received deduction. The income taxes applicable to repatriating such earnings are not readily determinable.

Uncertain tax positions

The amount of gross unrecognized tax benefits (“UTBs”) was $13.7 million and $29.1 million as of March 31, 2024 and 2023, respectively, all of which would favorably affect the Company’s effective tax rate if recognized in future periods.

The following is a tabular reconciliation of the total amounts of unrecognized tax benefits for the years ended March 31, 2024, 2023, and 2022 (in thousands):

As of March 31, 2024 and 2023, the net interest and penalties payable associated with uncertain tax positions was $1.1 million and $2.5 million, respectively. During the years ended March 31, 2024, 2023, and 2022, the Company recognized a benefit of $1.4 million, and expense of $1.0 million and $0.6 million, respectively, related to interest and penalties.

The Company files tax returns in U.S. federal, state, and foreign jurisdictions and the tax returns are subject to examination by various domestic and international tax authorities. As of March 31, 2024, the Company has open U.S. federal tax years back to fiscal year 2021. The Company also has open years in certain significant state jurisdictions back to fiscal year 2019, and foreign jurisdictions back to 2014. These open years contain matters that could be subject to differing interpretations of applicable tax laws and regulations due to the amount, timing or inclusion of revenue and expenses. It is reasonably possible that approximately $3.0 million of certain U.S. and foreign UTBs may be recognized within the next twelve months as a result of a lapse of the statute of limitations.

10. Accrued Expenses

Accrued expenses, current consists of the following (in thousands):

11. Long-term Debt

On December 2, 2022, the Company entered into a Credit Agreement for a senior secured revolving credit facility (the “Credit Facility”) in an aggregate amount of $400.0 million. The Credit Facility has sublimits for swing line loans up to $30.0 million and for the issuance of standby letters of credit in a face amount up to $45.0 million. The Credit Facility will mature on December 2, 2027. As of March 31, 2024 and March 31, 2023, there wereno amounts outstanding under the Credit Facility. There were $0.8 million and $15.5 million of letters of credit issued as of March 31, 2024 and March 31, 2023, respectively. The Company had $399.2 million and $384.5 million of availability under the Credit Facility as of March 31, 2024 and March 31, 2023, respectively.

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. Borrowings under the Credit Facility currently bear interest at (i) the Term Secured Overnight Financing Rate plus 0.10%, (ii) the Adjusted Euro Interbank Offer Rate, (iii) the Canadian Dollar Offered Rate, (iv) the Base Rate, as defined per the Credit Facility, or (v) the Sterling Overnight Index Average, in each case plus an applicable margin as defined per the Credit Agreement. Interest payments are due quarterly, or more frequently, based on the terms of the Credit Facility.

The Company incurs fees with respect to the Credit Facility, including (i) a commitment fee ranging from 0.175% to 0.35% per annum, dependent on the Company’s leverage ratio, as defined per the Credit Facility, of the unused commitment under the Credit Facility, (ii) a fronting fee of 0.125% per annum of the face amount of each letter of credit, (iii) a participation fee equal to the applicable margin, as defined per the Credit Facility, applied to the daily average face amount of letters of credit, and (iv) customary administrative fees.

Debt issuance costs of $1.9 million were incurred in connection with the Credit Facility. The debt issuance costs are included within “Other assets” in the consolidated balance sheets and are being amortized into interest expense over the contractual term of the Credit Facility. There were $1.4 million and $1.8 million of unamortized debt issuance costs as of March 31, 2024 and March 31, 2023, respectively.

Pursuant to the Credit Facility, obligations owed under the Credit Facility are secured by a first priority security interest on substantially all assets of Dynatrace LLC, a wholly owned subsidiary of the Company, including a pledge of the capital stock and other equity interests of certain subsidiaries. Under certain circumstances, the guarantees may be released without action by, or consent of, the administrative agent of the Credit Facility. The Credit Facility contains customary affirmative and negative covenants, including financial covenants that require the Company to maintain specified financial ratios. At March 31, 2024, the Company was in compliance with all applicable covenants.

Former first lien credit facilities

The Company’s former First Lien Credit Agreement, as amended, provided for a term loan facility (the “First Lien Term Loan”) in an aggregate principal amount of $950.0 million and a senior secured revolving credit facility (the “Revolving Facility”) in an aggregate amount of $60.0 million. The Revolving Facility included a $25.0 million letter of credit sub-facility. Borrowings under the First Lien Term Loan and the Revolving Facility bore interest, at the Company’s election, at either (i) the Alternative Base Rate, as defined per the credit agreement, plus 1.25% per annum, or (ii) LIBOR plus 2.25% per annum. The maturity date on the First Lien Term Loan and Revolving Facility was August 23, 2025 and August 23, 2023, respectively, with payment due in full on the maturity date.

The incurred debt issuance costs and original issuance discount are recorded as a reduction of the debt balance in the consolidated balance sheets and were amortized into interest expense over the term of the loans. The Company recognized $1.4 million, and $2.0 million of amortization of debt issuance costs and original issuance discount for the years ended March 31, 2023 and 2022, respectively, which is included in the accompanying consolidated statements of operations.

During the year ended March 31, 2023, the Company terminated the First Lien Credit Agreement and repaid all outstanding borrowings, including accrued interest. The Company recognized a loss on debt extinguishment of $5.9 million within “Interest income (expense), net” in the consolidated statements of operations for the year ended March 31, 2023.

Interest expense

For the years ended March 31, 2024, 2023, and 2022, the Company recognized $1.4 million, $8.6 million, and $10.4 million in interest expense and amortization of debt issuance costs and original issuance discount, respectively.

12. Leases

The Company leases office space under non-cancelable operating leases which expire at various dates from fiscal 2025 to 2033. As of March 31, 2024, the weighted average remaining lease term was 5.8 years and the weighted average discount ratewas 4.5%. The Company does not have any finance leases.

The Company has a sublease of a former office which expires in fiscal 2025. Sublease income from operating leases, which is recorded as a reduction of rental expense, was $2.3 million for the years ended March 31, 2024 and 2023, and $2.5 million for the year ended March 31, 2022.

The following table presents information about leases on the consolidated statements of operations (in thousands):

(1)Presented gross of sublease income.

The following table presents supplemental cash flow information about the Company’s leases (in thousands):

As of March 31, 2024, remaining maturities of lease liabilities were as follows (in thousands):

(1)Presented gross of sublease income.

As of March 31, 2024, the Company had commitments of $104.4 million for operating leases that have not yet commenced, and therefore are not included in the right-of-use assets or operating lease liabilities. These operating leases are expected to commence during the fiscal years ending March 31, 2025 through March 31, 2026, with lease terms ranging from 2 to 10 years.

13. Commitments and Contingencies

Legal matters

The Company is, from time to time, party to legal proceedings and subject to claims in the ordinary course of business. Although the outcome of legal proceedings and claims cannot be predicted with certainty, the Company currently believes that the resolution of any such matters will not have a material adverse effect on its business, operating results, financial condition, or cash flows.

Contractual commitments

The following table summarizes the Company’s contractual commitments as of March 31, 2024 (in thousands):

(1)Presented gross of sublease income and includes commitments for operating leases that have not yet commenced.

14. Share-based Compensation

Amended and Restated 2019 Equity Incentive Plan

In July 2019, the Company’s board of directors (the “Board”), upon the recommendation of the compensation committee of the board of directors, adopted the 2019 Equity Incentive Plan (the “2019 Plan”) which was subsequently approved by the Company’s stockholders and was later amended and restated by the Board in January 2021.

The Company initially reserved 52,000,000 shares of common stock for the issuance of awards under the 2019 Plan. The 2019 Plan provides that the number of shares reserved and available for issuance under the plan automatically increases each April 1 by 4% of the outstanding number of shares of the Company’s common stock on the immediately preceding March 31 or such lesser number determined by the compensation committee. This number is subject to adjustment in the event of a stock split, stock dividend or other change in the Company’s capitalization. As of March 31, 2024,49,844,520 shares of common stock were available for future issuance under the 2019 Plan.

The awards granted under the 2019 Plan have varying terms but generally vest over athree- orfour-year period, upon satisfaction of a service-based vesting condition, with 33% and 25% vestingone year after the grant date and the remaining vesting ratably on a quarterly basis overtwo andthree years forthree-year andfour-year grants, respectively. From time to time, the Company also grants performance-based awards to certain key employees that generally vest over athree- orfour-year period upon satisfaction of certain financial performance targets established and approved by the Company’s board of directors for each fiscal year.

The following table summarizes the components of total share-based compensation expense included in the consolidated statements of operations for each period presented (in thousands):

The total income tax benefit recognized in the consolidated statements of operations for share-based compensation arrangements was $64.1 million, $38.1 million, and $43.1 million for the years ended March 31, 2024, 2023, and 2022, respectively.

Stock options

The following table summarizes activity for stock options during the period ended March 31, 2024:

The weighted average grant date fair value of options granted during fiscal 2022 was $20.90. There wereno options granted during fiscal 2024 and 2023. The aggregate intrinsic value of options exercised during fiscal 2024, 2023, and 2022 was $46.1 million, $37.9 million, and $52.6 million, respectively. The grant date fair value of options vested during fiscal 2024, 2023, and 2022 was $9.1 million, $16.7 million, and $23.1 million, respectively.

As of March 31, 2024, the total unrecognized compensation expense related to non-vested stock options was $1.4 million and is expected to be recognized over a weighted average period of 0.5 years.

The fair value for the Company’s stock options granted during the year ended March 31, 2022 was estimated at the date of grant using a Black-Scholes option-pricing model using the following assumptions:

The Company has not paid and does not expect to pay dividends. Consequently, the Company uses an expected dividend yield ofzero. The computation of expected volatility is based on a calculation using the historical volatility of a group of publicly traded peer companies. The Company expects to continue to do so until such time as it has adequate historical data regarding the volatility of the Company’s traded stock price. The computation of expected term was based on the average period the stock options are expected to remain outstanding, generally calculated as the midpoint of the stock options’ remaining vesting term and contractual expiration period, as the Company does not have sufficient historical information to develop reasonable expectations about future exercise patterns and post-vesting employment termination behavior. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant for the expected life of the award.

Restricted shares and units

The following table provides a summary of the changes in the number of RSAs and RSUs for the year ended March 31, 2024:

RSUs outstanding as of March 31, 2024 were comprised of 8.9 million RSUs with only service conditions and 0.9 million RSUs with both service and performance conditions (“PSUs”).

During the year ended March 31, 2024, the Company granted PSUs to certain key employees that generally vest 33%one year after the grant date and the remaining 67% vest ratably on a quarterly basis over the followingtwo years (the “Annual PSUs”). The number of shares that may be earned pursuant to the Annual PSUs is based on specific company metrics related to the Company’s fiscal year ended March 31, 2024. No PSUs will be earned with respect to any metric if the applicable “threshold” percentage of the specific metric is not achieved, and the overall number of shares that may be earned shall not exceed 200% of the target award.

The weighted average grant-date fair value of RSUs granted during fiscal 2023, and 2022 was $40.42 and $50.19, respectively. There wereno RSAs granted during the years ended March 31, 2023, and 2022.

The aggregate fair value of RSAs vested during fiscal 2024, 2023, and 2022 was $0.2 million, $6.8 million, and $27.7 million, respectively. The aggregate fair value of RSUs vested during fiscal 2024, 2023, and 2022 was $220.3 million, $82.1 million, and $72.2 million, respectively.

As of March 31, 2024, the total unrecognized compensation expense related to unvested RSAs is $8.7 million and is expected to be recognized over a weighted average period of 2.9 years. As of March 31, 2024, the total unrecognized compensation expense related to unvested RSUs was $375.4 million and is expected to be recognized over a weighted average period of 2.1 years.

Employee Stock Purchase Plan

In July 2019, the board of directors adopted, and the Company’s stockholders approved, the 2019 Employee Stock Purchase Plan. The Company offers, sells and issues shares of common stock under this ESPP from time to time based on various factors and conditions, although the Company is under no obligation to sell any shares under this ESPP. The ESPP provides that the number of shares reserved and available for issuance under the plan will automatically increase each April 1 by lesser of (i)1% of the outstanding number of shares of the Company’s common stock on the immediately preceding March 31, (ii)3,500,000 shares of common stock, or (iii) such lesser number determined by the compensation committee. The ESPP provides forsix-month offering periods and each offering period consists ofsix-month purchase periods. On each purchase date, eligible employees purchase shares of the Company’s common stock at a price per share equal to 85% of the lesser of (1) the fair market value of the Company’s common stock on the offering date or (2) the fair market value of the Company’s common stock on the purchase date. For the year ended March 31, 2024,534,022 shares of common stock were purchased under the ESPP. As of March 31, 2024,15,865,787 shares of common stock were available for future issuance under the ESPP.

As of March 31, 2024, there was approximately $1.2 million of unrecognized share-based compensation related to the ESPP that is expected to be recognized over the remaining term of the current offering period.

The Company estimated the fair value of the ESPP purchase rights using a Black-Scholes option pricing model with the following assumptions:

The Company has not paid and does not expect to pay dividends. Consequently, the Company uses an expected dividend yield ofzero. Beginning in May 2022, the expected volatility is based on the historical volatility of the Company’s common stock. Prior to May 2022, the computation of expected volatility was based on a calculation using the historical volatility of a group of publicly traded peer companies. The computation of expected term was based on the offering period, which issix months. The risk-free interest rate is based on the U.S. Treasury yield curve that corresponds with the expected term at the time of grant.

15. Net Income Per Share

The following table sets forth the computation of basic and diluted net income per share (in thousands, except per share data):

The effect of certain common share equivalents were excluded from the computation of weighted average diluted shares outstanding for the years ended March 31, 2024, 2023, and 2022 as inclusion would have resulted in anti-dilution. A summary of these weighted-average anti-dilutive common share equivalents is provided in the table below (in thousands):

16. Employee Benefit Plan

The Company has established a 401(k) tax-deferred savings plan (the “401(k) Plan”), which permits participants to make contributions by salary deduction pursuant to Section 401(k) of the Internal Revenue Code. The Company is responsible for administrative costs of the 401(k) Plan and may, at its discretion, make matching contributions to the 401(k) Plan. In addition, the Company offers defined contribution plans to employees in certain countries outside the U.S and as of January 2024 a non-qualified deferred compensation plan to certain eligible employees. For the years ended March 31, 2024, 2023, and 2022, the Company made contributions of $7.0 million, $6.3 million and $4.6 million to the U.S. 401(k) Plan, respectively.

17. Geographic Information

Revenue

Revenues by geography are based on legal jurisdiction. Refer to Note 3, Revenue Recognition, for a disaggregation of revenue by geographic region.

Long-lived assets, net

The following table present the Company’s net long-lived assets, which consists of property and equipment, net, and operating lease right-of-use asset, net, by geographic region for the periods presented (in thousands):

18. Subsequent Events

On May 15, 2024, the Company announced that its board of directors authorized a share repurchase program for up to $500 million of common stock. The share repurchase program has no time limit, does not obligate the Company to acquire a specified number of shares, and may be suspended, modified, or terminated at any time, without prior notice.