What the changes say
- AI risks now cover third-party vendors, data poisoning, misuse, misinformation, and unresolved intellectual-property rights.
What changed since the prior 10-K
New
- NewRisks Related to AI, IT, IP, and Data Security and Privacy
We rely on third-party vendors for both our customer facing AI capabilities and AI-enabled internal tools. These vendors may not meet existing or rapidly evolving regulatory or industry standards and best practices, including with respect to privacy and data security
Third-party AI vendors may fail evolving privacy and security standards, while AI-enabled fraud, poisoning, misinformation, and other harms create compliance and data risks.
- NewRisks Related to AI, IT, IP, and Data Security and Privacy
IP ownership and license rights related to AI technologies have not been fully addressed by U.S. courts or other federal, state or international laws or regulations, and our use of certain AI technology could also give rise to risks of third party claims of infringement, misappropriation, or violation of IP rights
Unsettled AI intellectual-property law could expose Dynatrace to infringement, misappropriation, or other third-party claims.
- NewRisks Related to Our Common Stock
We are and may continue to be subject to shareholder activism, proxy contests, and pressure for strategic alternatives that could disrupt our business and divert management resources
Shareholder activists or proxy contests could divert management, force short-term strategic decisions, increase costs, and disrupt leadership, partnerships, or acquisitions.
- NewRisks Related to Our Common Stock
Climate change risks, regulatory compliance, and evolving stakeholder expectations may have a long-term negative impact on our business
Climate-related disasters, infrastructure disruption, geopolitical instability, and new emissions or green-building rules could increase operating and compliance costs.
Dropped
- DroppedRisks Related to Our Business and Industry
Our business is dependent on overall demand for observability and related solutions and therefore reduced spending on those solutions or overall adverse economic conditions may negatively affect our business, operating results, and financial condition
- DroppedRisks Related to Our Business and Industry
We expect our billings and revenue mix to vary over time, which could harm our gross margin, cash flows, and operating results
- DroppedRisks Related to Legal, Regulatory, Accounting, and Tax Matters
Tax matters, including changes in tax laws, rules, regulations, and treaties, could impact our effective tax rate and our results of operations
- DroppedRisks Related to Our Common Stock
Climate change may have a long-term negative impact on our business
Reduced discretionary spending by mid- to large-sized customers and economic uncertainty could weaken observability demand, sales cycles, and results.
Reworded
- 97% rewrittenRisks Related to Global Operations and Global Economic Conditions
Continued uncertainty in the U.S. and global economies, particularly Europe, along with uncertain geopolitical conditions, could negatively affect sales of our offerings and services and could harm our operating results
Recasts the risk around Dynatrace’s growing global exposure, fluctuating business confidence, and geopolitical instability, including the conflicts in Ukraine and the Middle East.
- 71% rewrittenRisks Related to Our Common Stock
We cannot guarantee that our share repurchase program will be fully consummated or will enhance long-term stockholder value, and share repurchases could increase the volatility of the trading price of our common stock and diminish our cash reserves
Replaces the prior $500 million program and $327.4 million remaining authorization with a new $1 billion program funded by cash and future cash flow.
- 47% rewrittenRisks Related to Our Common Stock
Sales of substantial amounts of our common stock in the public markets, or the perception that such sales could occur, could reduce the market price of our common stock
Removes the specific Thoma Bravo sales figures and below-5% ownership reference, leaving a general risk from substantial stock sales or their perception.
- 44% rewrittenRisks Related to AI, IT, IP, and Data Security and Privacy
Any actual or perceived failure by us to comply with stringent and evolving privacy laws or regulatory requirements in one or multiple jurisdictions, privacy, and information security policies and/or contractual obligations could result in proceedings, actions, or penalties against us
No substantive change; the privacy-law, data-processing, enforcement, fines, and litigation-risk discussion remains effectively unchanged.
- 43% rewrittenRisks Related to Our Business and Industry
The markets in which we operate are highly competitive, which may adversely affect our ability to add new customers, retain existing customers, and grow our business
No substantive change; the competitive-market, larger-rival, evolving-technology, AI, and adjacent-market discussion remains unchanged.
Was: We face significant competition, which may adversely affect our ability to add new customers, retain existing customers, and grow our business
- 43% rewrittenRisks Related to Legal, Tax, Regulatory, and Accounting Matters
We operate in approximately 40 countries around the world and, as a multinational corporation, we are subject to income and non-income taxes, including payroll, sales, use, value-added, net worth, property, and goods and services taxes, in both the United States and various non-U.S. jurisdictions
No substantive change; the approximately 40-country tax exposure, fluctuating effective rate, intercompany uncertainty, and tax-attribute judgments remain unchanged.
Was: We operate in over 35 countries around the world and, as a multinational corporation, we are subject to income and non-income taxes, including payroll, sales, use, value-added, net worth, property, and goods and services taxes, in both the United States and various non-U.S. jurisdictions
- 42% rewrittenRisks Related to Our Business and Industry
Overall demand and market adoption of the solutions that we offer may not grow as we expect, which may harm our business and prospects
Updates the target-market list by adding modern cloud observability and developer experience, renaming log analytics, and removing threat observability.
Was: Market adoption of the solutions that we offer may not grow as we expect, which may harm our business and prospects
- 35% rewrittenRisks Related to Legal, Tax, Regulatory, and Accounting Matters
Our revenue recognition policy and other factors may distort our financial results in any given period and make them difficult to predict
Clarifies that term-based licenses are recognized ratably, removes the platform reference, and adds that estimates and assumptions may change between periods.
- 34% rewrittenRisks Related to Our Business and Industry
If we are unable to acquire new customers or retain and expand our relationships with existing customers, our future revenues and operating results will be harmed
- 32% rewrittenRisks Related to Our Business and Industry
Our ability to succeed depends on the experience and expertise of our senior management team. If we are unable to attract, retain, and motivate our leadership team, our business, operating results, and prospects may be harmed
- 30% rewrittenRisks Related to Our Business and Industry
We have experienced rapid revenue growth in recent periods, which may not be indicative of our future growth
- 24% rewrittenRisks Related to Legal, Tax, Regulatory, and Accounting Matters
Our business is subject to a wide range of laws and regulations and our failure to comply with those laws and regulations could harm our business, operating results, and financial condition
- 20% rewrittenRisks Related to Our Business and Industry
Failure to effectively expand our sales and marketing capabilities could harm our ability to execute on our business plan, increase our customer base, and achieve broader market acceptance of our applications
All 51 risk factors
Headings as the filing states them, in filing order.
Risks Related to Our Business and Industry
- 01We have experienced rapid revenue growth in recent periods, which may not be indicative of our future growth30% rewritten
- 02Overall demand and market adoption of the solutions that we offer may not grow as we expect, which may harm our business and prospects42% rewritten
- 03The markets in which we operate are highly competitive, which may adversely affect our ability to add new customers, retain existing customers, and grow our business43% rewritten
- 04If we fail to innovate and do not continue to develop and effectively market solutions that anticipate and respond to the needs of our customers, our business, operating results, and financial condition may suffer
- 05To the extent that we are not able to continue to execute on our business model to timely and effectively develop, license, or acquire and market applications to address these challenges and attain market acceptance, our business, operating results, and financial condition will be adversely affected
- 06If we are unable to acquire new customers or retain and expand our relationships with existing customers, our future revenues and operating results will be harmed34% rewritten
- 07Failure to effectively expand our sales and marketing capabilities could harm our ability to execute on our business plan, increase our customer base, and achieve broader market acceptance of our applications20% rewritten
- 08If we are unable to maintain successful relationships with our partners, or if our partners fail to perform, our ability to market, sell, and distribute our applications and services will be limited, and our business, operating results, and financial condition could be harmed
- 09If our platform and solutions do not effectively interoperate with our customers’ existing or future IT infrastructures, installations of our solutions could be delayed or canceled, which would harm our business
- 10If the prices we charge for our solutions and services are unacceptable to our customers, our operating results will be harmed
- 11We believe the Dynatrace brand is integral to our future success and if we fail to cost-effectively maintain and enhance awareness of our company, our business and competitive position may be harmed
- 12Our sales cycles can be long, unpredictable and vary seasonally, which can cause significant variation in the number and size of transactions that close in a particular quarter
- 13Our quarterly and annual operating results may be adversely affected due to a variety of factors, which could make our future results difficult to predict
- 14Our ability to succeed depends on the experience and expertise of our senior management team. If we are unable to attract, retain, and motivate our leadership team, our business, operating results, and prospects may be harmed32% rewritten
- 15We rely on highly skilled personnel and if we are unable to attract, retain, or motivate substantial numbers of qualified personnel or expand and train our personnel, we may not be able to grow effectively
- 16We may acquire other businesses, products, or technologies in the future which could require significant management attention, disrupt our business or result in operating difficulties, dilute stockholder value, and adversely affect our results of operations
- 17Any failure to offer high-quality customer support and professional services may adversely affect our relationships with our customers and our financial results
- 18We believe that our corporate culture has contributed to our success, and if we cannot successfully maintain our culture as we grow, we could lose the innovation, creativity, and teamwork fostered by our culture
- 19Our sales to government entities are subject to a number of challenges and risks
Risks Related to AI, IT, IP, and Data Security and Privacy
- 20We rely on third-party vendors for both our customer facing AI capabilities and AI-enabled internal tools. These vendors may not meet existing or rapidly evolving regulatory or industry standards and best practices, including with respect to privacy and data securityNew
- 21IP ownership and license rights related to AI technologies have not been fully addressed by U.S. courts or other federal, state or international laws or regulations, and our use of certain AI technology could also give rise to risks of third party claims of infringement, misappropriation, or violation of IP rightsNew
- 22Security breaches, computer malware, computer hacking attacks, and other security incidents or compromises could harm our business, reputation, brand, and operating results
- 23Interruptions or disruptions with the delivery of our SaaS solutions, or third-party cloud-based systems that we depend on in our operations, may adversely affect our business, operating results, and financial condition
- 24Real or perceived errors, failures, defects, or vulnerabilities in our solutions could adversely affect our financial results and growth prospects
- 25Assertions by third parties of infringement or other violations by us of their IP rights, or other lawsuits brought against us, could result in significant costs and substantially harm our business, operating results, and financial condition
- 26Failure to protect and enforce our proprietary technology and IP rights could substantially harm our business, operating results, and financial condition
- 27Our use of open source technology could impose limitations on our ability to commercialize our solutions and platform
- 28Our participation in open source initiatives may limit our ability to enforce our IP rights in certain circumstances
- 29Any actual or perceived failure by us to comply with stringent and evolving privacy laws or regulatory requirements in one or multiple jurisdictions, privacy, and information security policies and/or contractual obligations could result in proceedings, actions, or penalties against us44% rewritten
Risks Related to Global Operations and Global Economic Conditions
- 30We are subject to a number of risks associated with global sales and operations
- 31Continued uncertainty in the U.S. and global economies, particularly Europe, along with uncertain geopolitical conditions, could negatively affect sales of our offerings and services and could harm our operating results97% rewritten
- 32We may face exposure to foreign currency exchange rate fluctuations
Risks Related to Legal, Tax, Regulatory, and Accounting Matters
- 33Our business is subject to a wide range of laws and regulations and our failure to comply with those laws and regulations could harm our business, operating results, and financial condition24% rewritten
- 34We operate in approximately 40 countries around the world and, as a multinational corporation, we are subject to income and non-income taxes, including payroll, sales, use, value-added, net worth, property, and goods and services taxes, in both the United States and various non-U.S. jurisdictions43% rewritten
- 35We are subject to governmental export and import controls and economic sanctions laws that could impair our ability to compete in international markets and subject us to liability if we are not in compliance with applicable laws
- 36Due to the global nature of our business, we could be adversely affected by violations of anti-bribery and similar laws in other jurisdictions in which we operate
- 37Our revenue recognition policy and other factors may distort our financial results in any given period and make them difficult to predict35% rewritten
- 38Changes in existing financial accounting standards or practices may harm our operating results
- 39Because we recognize revenue from our SaaS subscriptions and term licenses over the subscription or license term, downturns or upturns in new sales and renewals may not be immediately reflected in our operating results and may be difficult to discern
- 40Our Credit Facility contains restrictions that impact our business and expose us to risks that could adversely affect our liquidity and financial condition
Risks Related to Our Common Stock
- 41We are and may continue to be subject to shareholder activism, proxy contests, and pressure for strategic alternatives that could disrupt our business and divert management resourcesNew
- 42The trading price of our common stock has been, and may continue to be, volatile and you could lose all or part of your investment
- 43Sales of substantial amounts of our common stock in the public markets, or the perception that such sales could occur, could reduce the market price of our common stock47% rewritten
- 44Our issuance of additional capital stock in connection with financings, acquisitions, investments, our stock incentive plans, or otherwise will dilute all other stockholders
- 45We cannot guarantee that our share repurchase program will be fully consummated or will enhance long-term stockholder value, and share repurchases could increase the volatility of the trading price of our common stock and diminish our cash reserves71% rewritten
- 46We do not intend to pay dividends on our common stock and, consequently, your ability to achieve a return on your investment will depend on appreciation in the price of our common stock
- 47Our charter and bylaws contain anti-takeover provisions that could delay or discourage takeover attempts that stockholders may consider favorable
- 48We may issue preferred stock, the terms of which could adversely affect the voting power or value of our common stock
- 49Our bylaws designate certain specified courts as the sole and exclusive forum for certain disputes between us and our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, or employees
- 50Catastrophic events could materially interrupt or disrupt our business and others with which we conduct business
- 51Climate change risks, regulatory compliance, and evolving stakeholder expectations may have a long-term negative impact on our businessNew
Other Dynatrace 10-Ks
- FY2025 10-K risk factors51 risks
Dynatrace faces intense competition in the rapidly evolving observability and AI analytics market.
Filed May 22, 2025
About this page
The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.