PagerDuty Files 8-K: Agreements, Officer Changes, and Financials

TL;DR

PagerDuty 8-K: New deals, exec shake-ups, and financials dropped today.

AI Summary

On April 28, 2025, PagerDuty, Inc. filed an 8-K report detailing several key events. The company announced the entry into a Material Definitive Agreement, the departure of directors or certain officers, the election of new directors, and the appointment of certain officers. Additionally, the filing covers compensatory arrangements for certain officers and includes Regulation FD disclosures and financial statements.

Why It Matters

This filing provides crucial updates on PagerDuty's corporate governance and material agreements, impacting investor understanding of the company's operational and leadership structure.

Risk Assessment

Risk Level: medium — The filing involves changes in corporate governance and material agreements, which can introduce uncertainty and potential risks.

Key Players & Entities

• PagerDuty, Inc. (company) — Registrant
• April 28, 2025 (date) — Date of Report
• Delaware (jurisdiction) — State of Incorporation
• 600 Townsend St., Suite 200 (address) — Principal Executive Offices
• San Francisco, California (location) — Principal Executive Offices City and State
• 94103 (zip_code) — Principal Executive Offices Zip Code
• (844) 800-3889 (phone_number) — Registrant's telephone number

FAQ

From the Filing

0001140361-25-015891.txt : 20250428 0001140361-25-015891.hdr.sgml : 20250428 20250428091236 ACCESSION NUMBER: 0001140361-25-015891 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 15 CONFORMED PERIOD OF REPORT: 20250428 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20250428 DATE AS OF CHANGE: 20250428 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PagerDuty, Inc. CENTRAL INDEX KEY: 0001568100 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] ORGANIZATION NAME: 06 Technology EIN: 272793871 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-38856 FILM NUMBER: 25876391 BUSINESS ADDRESS: STREET 1: 600 TOWNSEND STREET #200 CITY: SAN FRANCISCO STATE: CA ZIP: 94103 BUSINESS PHONE: (844) 800-3889 MAIL ADDRESS: STREET 1: 600 TOWNSEND STREET #200 CITY: SAN FRANCISCO STATE: CA ZIP: 94103 8-K 1 ef20048059_8k.htm 8-K false 0001568100 0001568100 2025-04-28 2025-04-28 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 28, 2025 PAGERDUTY, INC. (Exact name of registrant as specified in its charter) Delaware 001-38856 27-2793871 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 600 Townsend St., Suite 200 San Francisco , California   94103 (Zip Code) (Address of principal executive offices, including zip code)     ( 844 ) 800-3889 (Registrant’s telephone number, including area code) Not Applicable (Former Name or Former Address, if Changed Since Last Report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class   Trading Symbol(s)   Name of each exchange on which registered Common Stock, $0.000005 par value per share   PD   New York Stock Exchange (NYSE) Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Item 1.01 Entry into a Material Definitive Agreement. On April 28, 2025, PagerDuty, Inc. (the “Company”) entered into a cooperation agreement (the “Cooperation Agreement”) with Scalar Gauge Fund, LP and certain of its affiliates (together, “Scalar Gauge”). Pursuant to the Cooperation Agreement, the Company has appointed Donald John Carty to the Company’s Board of Directors (the “Board”) as a Class I director, effective as of April 28, 2025, with an initial term expiring at the Company’s 2026 annual meeting of stockholders (the &#8