SEC Form 10-Q filed by PagerDuty Inc.

5/28/26 4:09:39 PM ET

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

_________________________

FORM 10-Q

_________________________

(Mark One)


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934

For the quarterly period ended April 30, 2026


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 001-38856

_________________________

PAGERDUTY, INC.

_________________________

(Exact name of registrant as specified in its charter)


Delaware						27-2793871
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification Number)
600 Townsend St., Suite 200 San Francisco, California						94103
(Address of principal executive offices)						(Zip Code)

(844) 800-3889

(Registrant’s telephone number, including area code)

_________________________

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, par value $0.000005 per share	PD	New York Stock Exchange

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No x

The total number of shares of common stock outstanding as of May 26, 2026, was 77,122,565.

Table of Contents

TABLE OF CONTENTS


			Page
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements			4
Condensed Consolidated Balance Sheets (unaudited)			4
Condensed Consolidated Statements of Operations (unaudited)			5
Condensed Consolidated Statements of Comprehensive Income (Loss) (unaudited)			6
Condensed Consolidated Statements of Stockholders’ Equity (unaudited)			7
Condensed Consolidated Statements of Cash Flows (unaudited)			8
Notes to Condensed Consolidated Financial Statements (unaudited)			9
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			24
Item 3. Quantitative and Qualitative Disclosures about Market Risk			36
Item 4. Controls and Procedures			36

PART II - OTHER INFORMATION
Item 1. Legal Proceedings			38
Item 1A. Risk Factors			38
Item 2. Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities			38
Item 3. Defaults Upon Senior Securities			39
Item 4. Mine Safety Disclosures			39
Item 5. Other Information			39
Item 6. Exhibits			39
SIGNATURES			41

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q (“Form 10-Q”) contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which statements involve substantial risk and uncertainties. All statements contained in this Form 10-Q other than statements of historical fact, including statements regarding our future operating results and financial position, our business strategy and plans, market growth and trends, and our objectives for future operations, are forward-looking statements. The words “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “could,” “would,” “project,” “plan,” “potentially,” “likely,” “target,” and similar expressions are intended to identify forward-looking statements.

Forward-looking statements contained in this Form 10-Q include, but are not limited to, statements about our expectations regarding:

•trends in key business metrics, including annual recurring revenue (“ARR”), number of customers and dollar-based net retention rate, and non-GAAP financial measures and their usefulness in evaluating our business;

•trends in revenue, cost of revenue, and gross margin;

•impact of an economic downturn or recession, inflation, tariffs and trade wars, or significant market volatility in the global economy on our customers, partners, employees and business;

•trends in operating expenses, including research and development, sales and marketing, and general and administrative expense, and expectations regarding these expenses as a percentage of revenue;

•our existing cash and cash equivalents and cash provided by sales of our products being sufficient to support working capital and capital expenditures for at least the next 12 months and our ability to meet longer-term expected future cash requirements and obligations, through a combination of cash flows from operating activities and available cash and short-term investment balances;

•our ability to attract and retain executives and employees we need to support our operations and growth;

•our ability to effectively identify, acquire, and integrate complementary companies, technologies, and assets, including our ability to successfully integrate artificial intelligence and machine learning in our offerings;

•our ability to service the interest on our convertible notes and repay such notes, to the extent required;

•our efforts to maintain proper and effective internal controls;

•our ability to expand our operations and increase adoption of our platform internationally;

•our ability to stay abreast of new or modified laws and regulations that currently apply or become applicable to our business both in the United States and internationally; and

•other statements regarding our future operations, financial condition, and prospects and business strategies.

Such forward-looking statements are based on our expectations as of the date of this filing and are subject to a number of risks, uncertainties and assumptions, including, but not limited to, risks detailed in the “Risk Factors” section of this Form 10-Q and in our Annual Report on Form 10-K for the year ended January 31, 2026, filed with the SEC on March 12, 2026. Readers are urged to carefully review and consider the various disclosures made in this Form 10-Q and in other documents we file from time to time with the Securities and Exchange Commission (the “SEC”), that disclose risks and uncertainties that may affect our business. Moreover, we operate in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for us to predict all risks, nor can we assess the effect of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties, and assumptions, the future events and trends discussed in this Form 10-Q may not occur, and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements.

You should not rely on forward-looking statements as predictions of future events. The events and circumstances reflected in the forward-looking statements may not be achieved or may not occur. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, performance, or achievements. In addition, the forward-looking statements in this Form 10-Q are made as of the date of this filing, and we do not undertake, and expressly disclaim any duty, to update any of these forward-looking statements for any reason after the date of this Form 10-Q or to conform these statements to actual results or revised expectations.

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PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

PAGERDUTY, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands)

(unaudited)


	April 30, 2026		January 31, 2026
Assets
Current assets:
Cash and cash equivalents	$	208,880	$	237,402
Investments	235,077		232,436
Accounts receivable, net of allowance for credit losses of $693 and $1,175 as of April 30, 2026 and January 31, 2026, respectively	76,025		108,430
Deferred contract costs, current	18,181		18,401
Prepaid expenses and other current assets	20,867		15,570
Total current assets	559,030		612,239
Property and equipment, net	31,938		29,192
Deferred contract costs, non-current	24,681		25,010
Lease right-of-use assets	11,516		12,509
Goodwill	137,401		137,401
Intangible assets, net	14,705		15,645
Deferred tax assets	153,657		153,657
Other assets	3,664		4,862
Total assets	$	936,592	$	990,515

Liabilities, redeemable non-controlling interest, and stockholders’ equity
Current liabilities:
Accounts payable	$	4,438	$	6,718
Accrued expenses and other current liabilities	15,240		19,868
Accrued compensation	21,465		25,856
Deferred revenue, current	240,620		246,451
Lease liabilities, current	5,249		5,000

Total current liabilities	287,012		303,893
Convertible senior notes, net, non-current	396,327		395,729
Deferred revenue, non-current	2,747		2,483
Lease liabilities, non-current	11,174		12,598
Other liabilities	10,845		5,147
Total liabilities	708,105		719,850

Commitments and contingencies (Note 10)
Redeemable non-controlling interest (Note 3)	11,956		17,072

Stockholders' equity
Common stock	—		—
Additional paid-in capital	633,760		679,410
Accumulated other comprehensive loss	(715)		(183)
Accumulated deficit	(416,514)		(421,797)
Treasury stock	—		(3,837)
Total stockholders’ equity	216,531		253,593
Total liabilities, redeemable non-controlling interest, and stockholders' equity	$	936,592	$	990,515

See accompanying notes to unaudited condensed consolidated financial statements.

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PAGERDUTY, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share data)

(unaudited)


	Three months ended April 30,
	2026		2025
Revenue	$	120,967	$	119,805
Cost of revenue	19,020		19,184
Gross profit	101,947		100,621

Operating expenses:
Research and development	29,988		34,048
Sales and marketing	39,610		50,045
General and administrative	23,166		26,855
Total operating expenses	92,764		110,948
Income (loss) from operations	9,183		(10,327)

Interest income	3,926		6,011
Interest expense	(2,107)		(2,364)

Other (expense) income, net	(71)		114
Income (loss) before provision for income taxes	10,931		(6,566)
Provision for income taxes	5,801		813
Net income (loss)	$	5,130	$	(7,379)
Net loss attributable to redeemable non-controlling interest	(153)		(217)
Net income (loss) attributable to PagerDuty, Inc.	$	5,283	$	(7,162)
Less: Adjustment attributable to redeemable non-controlling interest	(4,963)		(665)
Net income (loss) attributable to PagerDuty, Inc. common stockholders	$	10,246	$	(6,497)

Weighted-average shares used in calculating net income (loss) per share:
Basic	78,647		91,374
Diluted	79,464		91,374
Net income (loss) per share attributable to PagerDuty, Inc. common stockholders
Basic	$	0.13	$	(0.07)
Diluted	$	0.13	$	(0.07)

See accompanying notes to unaudited condensed consolidated financial statements.

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PAGERDUTY, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(in thousands)

(unaudited)


	Three months ended April 30,
	2026		2025
Net income (loss)	$	5,130	$	(7,379)
Unrealized (loss) gain on investments	(576)		156
Foreign currency translation adjustments	44		(13)
Total comprehensive income (loss)	$	4,598	$	(7,236)
Less: comprehensive loss attributable to redeemable non-controlling interest
Net loss attributable to redeemable non-controlling interest	(153)		(217)

Comprehensive loss attributable to redeemable non-controlling interest	(153)		(217)
Comprehensive income (loss) attributable to PagerDuty, Inc.	$	4,751	$	(7,019)

See accompanying notes to unaudited condensed consolidated financial statements.

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PAGERDUTY, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(in thousands, except share data)

(unaudited)


	Three months ended April 30, 2026
	Common Stock			Additional Paid-in Capital		Accumulated Other Comprehensive Loss		Accumulated Deficit		Treasury Stock			Total Stockholders’ Equity
	Shares	Amount								Shares	Amount
Balance as of January 31, 2026	84,979,482	$	—	$	679,410	$	(183)	$	(421,797)	(363,268)	$	(3,837)	$	253,593
Issuance of common stock upon exercise of stock options	2,000	—		4		—		—		—	—		4
Vesting of restricted stock units and performance stock units, net of employee payroll taxes	573,582	—		(2,156)		—		—		—	—		(2,156)

Other comprehensive loss	—	—		—		(532)		—		—	—		(532)

Repurchases of common stock	—	—		—		—		—		(8,532,838)	(63,290)		(63,290)
Retirement of treasury stock	(8,896,106)	—		(67,127)		—		—		8,896,106	67,127		—

Stock-based compensation	—	—		18,666		—		—		—	—		18,666
Adjustment to redeemable non-controlling interest	—	—		4,963		—		—		—	—		4,963
Net income attributable to PagerDuty, Inc.	—	—		—		—		5,283		—	—		5,283
Balance as of April 30, 2026	76,658,958	$	—	$	633,760	$	(715)	$	(416,514)	—	$	—	$	216,531


	Three months ended April 30, 2025
	Common Stock			Additional Paid-in Capital		Accumulated Other Comprehensive (Loss) Income		Accumulated Deficit		Treasury stock			Total Stockholders’ Equity
	Shares	Amount								Shares	Amount
Balance as of January 31, 2025	91,082,604	$	—	$	725,483	$	(485)	$	(595,170)	—	$	—	$	129,828
Issuance of common stock upon exercise of stock options	454,193	—		3,602		—		—		—	—		3,602
Vesting of restricted stock units and performance stock units, net of employee payroll taxes	617,490	—		(7,557)		—		—		—	—		(7,557)

Other comprehensive income	—	—		—		143		—		—	—		143




Stock-based compensation	—	—		26,138		—		—		—	—		26,138
Adjustment to redeemable non-controlling interest	—	—		665		—		—		—	—		665
Net loss attributable to PagerDuty, Inc.	—	—		—		—		(7,162)		—	—		(7,162)
Balance as of April 30, 2025	92,154,287	$	—	$	748,331	$	(342)	$	(602,332)	—	$	—	$	145,657

See accompanying notes to unaudited condensed consolidated financial statements.

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PAGERDUTY, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited)


	Three months ended April 30,
	2026		2025
Cash flows from operating activities:
Net income (loss) attributable to PagerDuty, Inc. common stockholders	$	10,246	$	(6,497)
Net loss and adjustment attributable to redeemable non-controlling interest	(5,116)		(882)
Net income (loss)	5,130		(7,379)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization	3,056		3,962
Amortization of deferred contract costs	5,201		5,514
Amortization of debt issuance costs	595		677


Stock-based compensation	17,963		25,753

Non-cash lease expense	985		379
Deferred income taxes	5,736		162
Other	(595)		(811)
Changes in operating assets and liabilities:
Accounts receivable	32,618		27,610
Deferred contract costs	(4,693)		(4,579)
Prepaid expenses and other assets	(5,045)		(3,316)
Accounts payable	(2,825)		103
Accrued expenses and other liabilities	(2,803)		(1,973)
Accrued compensation	(4,493)		(8,336)
Deferred revenue	(5,380)		(6,411)
Lease liabilities	(1,167)		(685)
Net cash provided by operating activities	44,283		30,670
Cash flows from investing activities:
Purchases of property and equipment	(965)		(441)
Capitalized software costs	(2,126)		(1,243)



Purchases of available-for-sale investments	(40,296)		(44,148)
Proceeds from maturities of available-for-sale investments	37,420		44,400

Purchases of non-marketable equity investments	—		(250)
Proceeds from liquidation of non-marketable equity investments	894		—
Net cash used in investing activities	(5,073)		(1,682)
Cash flows from financing activities:





Repurchases of common stock	(65,456)		—


Proceeds from issuance of common stock upon exercise of stock options	4		3,602
Employee payroll taxes paid related to net share settlement of restricted stock units	(2,156)		(7,557)
Net cash used in financing activities	(67,608)		(3,955)
Effects of foreign currency exchange rates on cash, cash equivalents, and restricted cash	(124)		335
Net change in cash, cash equivalents, and restricted cash	(28,522)		25,368
Cash, cash equivalents, and restricted cash at beginning of period	238,481		348,328
Cash, cash equivalents, and restricted cash at end of period	$	209,959	$	373,696

Reconciliation of cash, cash equivalents, and restricted cash to the condensed consolidated balance sheets:
Cash and cash equivalents	$	208,880	$	371,828
Restricted cash in other long-term assets	1,079		1,868
Total cash, cash equivalents, and restricted cash	$	209,959	$	373,696

Supplemental cash flow data:
Cash paid for income taxes	$	823	$	498
Cash paid for interest	$	3,019	$	3,019
Non-cash investing and financing activities:

Purchase of property and equipment, accrued but not yet paid	$	1,117	$	567
Stock-based compensation capitalized in software costs	$	831	$	531
Bonuses capitalized in software costs	$	116	$	77
Excise tax, accrued but not yet paid	$	810	$	—

See accompanying notes to unaudited condensed consolidated financial statements.

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PAGERDUTY, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

Note 1. Description of Business and Basis of Presentation

Description of Business

PagerDuty, Inc. was incorporated under the laws of the state of Delaware in May 2010.

PagerDuty, Inc., together with its wholly-owned subsidiaries and subsidiaries in which PagerDuty, Inc. holds a controlling interest (collectively, the “Company”), provides a digital operations management platform that manages urgent and mission-critical work for a modern, digital business (the “PagerDuty Platform”). The PagerDuty Platform collects data and digital signals from virtually any software-enabled system or device and leverages advanced artificial intelligence and powerful machine learning to correlate, process, predict, and remediate incidents and opportunities in real time. This intelligence powers the Company’s core capabilities in incident management, bringing together the right people with the right context and recommended actions so they can resolve issues in minutes or seconds, from anywhere.

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with United States (“U.S.”) generally accepted accounting principles (“U.S. GAAP” or “GAAP”), and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. The condensed consolidated balance sheet as of January 31, 2026 was derived from the audited consolidated financial statements as of that date but does not include all of the information and notes required by GAAP for complete financial statements. Certain information and footnote disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. Therefore, these condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the related notes thereto as of and for the year ended January 31, 2026, included in the Company’s Annual Report on Form 10-K.

The condensed consolidated financial statements include the results of PagerDuty, Inc., its wholly-owned subsidiaries, and subsidiaries in which the Company holds a controlling interest. All intercompany balances and transactions have been eliminated in consolidation.

In the opinion of management, the information contained herein reflects all adjustments necessary for a fair statement of the Company’s financial position, results of operations and comprehensive income (loss), stockholders’ equity, and cash flows. The results of operations for the three months ended April 30, 2026 are not necessarily indicative of the results to be expected for the full year ending January 31, 2027 or for any other interim period, or for any future year.

The Company’s fiscal year ends on January 31. References to fiscal 2027 refer to the fiscal year ending January 31, 2027.

Reclassification

Certain reclassifications of prior period amounts have been made in the Company’s condensed consolidated statements of cash flows to conform to the current period presentation. The Company has reclassified the change in deferred tax liabilities from the accrued expenses and other liabilities line item to the deferred income taxes line item on the accompanying condensed consolidated statements of cash flows. This reclassification had no effect on the reported net cash provided by operating activities.

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Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make, on an ongoing basis, estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from these estimates. The Company’s most significant estimates and judgments involve the period of benefit for amortizing deferred contract costs, stock-based compensation, redemption value of redeemable non-controlling interests, estimates surrounding the provision for income taxes, deferred tax assets and liabilities, and the valuation allowance recorded against deferred tax assets, and estimates related to the Company’s revenue recognition, such as the assessment of performance obligations in the Company’s revenue arrangements and the fair value assigned to each performance obligation, among others. Management bases its estimates on historical experience and on various other assumptions which management believes to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities.

Note 2. Summary of Significant Accounting Policies

Concentrations of Risk and Significant Customers

The Company’s financial instruments that are exposed to concentrations of credit risk consist primarily of cash and cash equivalents, available-for-sale investments, and accounts receivable. All of the Company’s cash equivalents and investments are invested in money market funds, U.S. Treasury securities, commercial paper, corporate debt securities, or U.S. Government agency securities that management believes to be of high credit quality. The Company’s cash, cash equivalents, and available-for-sale investments are spread across several different financial institutions.

No single customer accounted for 10% or more of the total accounts receivable balance as of April 30, 2026 or January 31, 2026. No single customer accounted for 10% or more of revenue for the three months ended April 30, 2026 or 2025.

Segment Information

The Company manages its operations and allocates resources as one operating segment at the consolidated level. The Company’s chief operating decision maker (“CODM”) is its chief executive officer. The CODM uses consolidated net income (loss) to measure segment profit or loss, allocate resources, make operating decisions, and assess performance through monitoring and evaluation of forecast versus actual results. Further, the CODM reviews and utilizes functional expenses (cost of revenue, sales and marketing, research and development, and general and administrative) at the consolidated level to manage the Company’s operations. Net income (loss) is the Company’s primary measure of profit or loss. Significant expenses within net income (loss) include cost of revenue, research and development, sales and marketing, and general and administrative, which each are separately presented on the condensed consolidated statements of operations. Stock-based compensation expense is also a significant expense within net income (loss). Refer to Note 12. Common Stock and Stockholders’ Equity for additional information about the Company’s stock-based compensation expense. Other segment items include interest income, interest expense, other expense, net, and provision for income taxes on the condensed consolidated statements of operations. Refer to Note 15. Geographic Information for information regarding the Company's long-lived assets and revenue by geography.

Related Party Transactions

Certain members of the Company’s Board of Directors serve as directors of, or are executive officers of, and in some cases are investors in, companies that are customers or vendors of the Company. The Company had no material related party transactions in the three months ended April 30, 2026 and 2025.

Significant Accounting Policies

There have been no material changes to the Company’s significant accounting policies from those described in the Company’s Annual Report on Form 10-K.

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Restricted Cash

The Company has classified cash that is not available for use in its operations as restricted cash. Restricted cash consists primarily of collateral for letters of credit related to security deposits for the Company’s office facility lease arrangements. As of April 30, 2026 and January 31, 2026, the Company had restricted cash of $1.1 million, all of which was classified as non-current and included in other assets on the condensed consolidated balance sheets.

Recently Adopted Accounting Standards

In November 2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2024-04, Debt - Debt with Conversion and Other Options (Subtopic 470-20): Induced Conversion of Convertible Debt Instruments. This ASU clarifies the requirements for determining whether certain settlements of convertible debt instruments should be accounted for as an induced conversion. The Company adopted this ASU in the current period. This ASU did not have a material impact on the Company’s financial statements.

Recent Accounting Pronouncements Not Yet Adopted

In November 2024, the FASB issued ASU No. 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. In January 2025, the FASB issued ASU No. 2025-01 to clarify the effective date of ASU 2024-03. ASU 2024-03 requires that at each interim and annual reporting period, an entity discloses the amounts of certain expenses included in each relevant expense caption. The newly required expense disclosures include certain amounts that are already required to be disclosed under current GAAP in the same disclosure as the other disaggregation requirements. The amendment also requires that an entity discloses a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively and discloses the total amount of selling expenses and, in annual reporting periods, an entity’s definition of selling expenses. This ASU is effective for fiscal years beginning after December 15, 2026. The Company is currently evaluating the impact of the new guidance on its condensed consolidated financial statements.

In September 2025, the FASB issued ASU No. 2025-06, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40). This ASU amends the requirements for commencing capitalization of software costs related to software development projects. The amendments in this update are effective for all entities for annual reporting periods beginning after December 15, 2027. The Company is currently evaluating the impact of the new guidance on its condensed consolidated financial statements.

Note 3. Redeemable Non-Controlling Interest

In May 2022, the Company established a joint venture, PagerDuty K.K. The Company obtained a 51% controlling interest and has consolidated the financial results of the joint venture.

The agreements with the non-controlling interest holders of PagerDuty K.K. contain redemption features whereby the interest held by the non-controlling interest holders is redeemable either: (i) at the option of the non-controlling interest holders; or (ii) at the option of the Company, both beginning on the tenth anniversary of the initial capital contribution. The balance of the redeemable non-controlling interest is reported at the greater of the initial carrying amount adjusted for the redeemable non-controlling interest's share of earnings or losses and other comprehensive income or loss, or its redemption value, which is determined based on a prescribed formula derived from multiple metrics including the annual recurring revenue of PagerDuty K.K. The resulting changes in the estimated redemption amount are recorded with corresponding adjustments against additional paid-in capital due to the absence of retained earnings. The carrying amount of the redeemable non-controlling interest is recorded on the Company's condensed consolidated balance sheets as temporary equity.

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The following table summarizes the activity in the redeemable non-controlling interest for the periods indicated (in thousands):


	Three months ended April 30,
	2026		2025
Balance at beginning of period	$	17,072	$	18,217

Net loss attributable to redeemable non-controlling interest	(153)		(217)
Adjustments to redeemable non-controlling interest	(4,963)		(665)

Balance at end of period	$	11,956	$	17,335

Note 4. Cash, Cash Equivalents, and Investments

Cash, cash equivalents, and investments consisted of the following as of the dates indicated (in thousands):


	April 30, 2026		January 31, 2026
Cash and cash equivalents:
Cash	$	57,231	$	51,006
Money market funds	150,653		185,205
Commercial paper	996		1,191

Total cash and cash equivalents	$	208,880	$	237,402

Available-for-sale investments:
U.S. Treasury securities	$	61,440	$	60,429
Commercial paper	5,182		2,218
Corporate debt securities	141,566		143,490
U.S. Government agency securities	26,889		26,299
Total available-for-sale investments	$	235,077	$	232,436

Table of Contents

The following tables summarize the amortized cost, net unrealized gains (losses), and fair value of the Company’s investments by significant investment category as of the dates indicated (in thousands). Gross realized gains or losses from sales of available-for-sale securities were not material for the three months ended April 30, 2026 and 2025.


	April 30, 2026
	Amortized Cost		Unrealized Gain (Loss), Net		Estimated Fair Value
Available-for-sale investments:
U.S. Treasury securities	$	61,467	$	(27)	$	61,440
Commercial paper	5,183		(1)		5,182
Corporate debt securities	141,775		(209)		141,566
U.S. Government agency securities	26,906		(17)		26,889
Total available-for-sale investments	$	235,331	$	(254)	$	235,077

	January 31, 2026
	Amortized Cost		Unrealized Gain (Loss), Net		Estimated Fair Value
Available-for-sale investments:
U.S. Treasury securities	$	60,357	$	72	$	60,429
Commercial paper	2,218		—		2,218
Corporate debt securities	143,257		233		143,490
U.S. Government agency securities	26,283		16		26,299
Total available-for-sale investments	$	232,115	$	321	$	232,436

The following tables present the Company’s available-for-sale securities by contractual maturity date as of the dates indicated (in thousands):


	April 30, 2026
	Amortized Cost		Fair Value
Due within one year	$	139,776	$	139,819
Due between one to five years	95,555		95,258
Total	$	235,331	$	235,077

	January 31, 2026
	Amortized Cost		Fair Value
Due within one year	$	142,032	$	142,237
Due between one to five years	90,083		90,199
Total	$	232,115	$	232,436

Table of Contents

As of April 30, 2026, there were 89 securities in an unrealized loss position with an aggregate fair value of $146.4 million, none of which were in a continuous unrealized loss position for more than 12 months. As of January 31, 2026, there were 43 securities in an unrealized loss position with an aggregate fair value of $64.6 million, none of which was in a continuous unrealized loss position for more than 12 months.

When evaluating investments for impairment, the Company reviews factors such as the extent to which fair value has been below cost basis, the financial condition of the issuer and any changes thereto, and the Company’s intent to sell, or whether it is more likely than not that the Company will be required to sell, the investment before recovery of the investment’s amortized cost. No impairment loss has been recorded on the securities included in the tables above, as the Company believes that any decrease in fair value of these securities is temporary and the Company expects to recover at least up to the initial cost of the investment for these securities. The Company has not recorded an allowance for credit losses, as the Company believes any such losses would not be material based on the high-grade credit rating for each of its marketable securities as of the end of each period.

Note 5. Fair Value Measurements

The Company measures its financial assets and liabilities at fair value each reporting period using a fair value hierarchy that prioritizes the use of observable inputs and minimizes the use of unobservable inputs when measuring fair value. A financial instrument’s classification within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Three levels of inputs may be used to measure fair value, as follows:

Level 1—Valuations based on observable inputs that reflect quoted prices for identical assets or liabilities in active markets.

Level 2—Valuations based on inputs that are directly or indirectly observable in the marketplace.

Level 3—Valuations based on unobservable inputs that are supported by little or no market activity.

The following tables present information about the Company’s financial assets that are required to be measured or disclosed at fair value using the above input categories as of the dates indicated (in thousands):


	As of April 30, 2026
	Level 1		Level 2		Level 3		Total
Money market funds	$	150,653	$	—	$	—	$	150,653
U.S. Treasury securities	—		61,440		—		61,440
Commercial paper	—		6,178		—		6,178
Corporate debt securities	—		141,566		—		141,566
U.S. Government agency securities	—		26,889		—		26,889
Total	$	150,653	$	236,073	$	—	$	386,726
Included in cash equivalents							$	151,649
Included in investments							$	235,077

	As of January 31, 2026
	Level 1		Level 2		Level 3		Total
Money market funds	$	185,205	$	—	$	—	$	185,205
U.S. Treasury securities	—		60,429		—		60,429
Commercial paper	—		3,409		—		3,409
Corporate debt securities	—		143,490		—		143,490
U.S. Government agency securities	—		26,299		—		26,299
Total	$	185,205	$	233,627	$	—	$	418,832
Included in cash equivalents							$	186,396
Included in investments							$	232,436

The Company’s assets that are measured by management at fair value on a recurring basis are generally classified within Level 1 or Level 2 of the fair value hierarchy.

Table of Contents

The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. As of April 30, 2026 and January 31, 2026, the Company’s Level 2 securities are measured at fair value and classified within Level 2 in the fair value hierarchy because the Company uses quoted market prices for similar instruments or nonbinding market prices that are corroborated by observable market data or alternative pricing sources and models using market observable inputs to determine fair value.

The carrying amounts of certain financial instruments, including cash held in banks, accounts receivable, and accounts payable approximate fair value due to their short-term maturities and are excluded from the fair value table above.

Convertible Senior Notes

As of April 30, 2026, the estimated fair value of the Company’s 1.50% Convertible Senior Notes due 2028 (the “2028 Notes”) was approximately $367.1 million. The fair value was determined based on the quoted price for the 2028 Notes in an inactive market on the last trading day of the reporting period and are considered as Level 2 in the fair value hierarchy.

Note 6. Property and Equipment, Net

Property and equipment, net, consisted of the following as of the dates indicated (in thousands):


	April 30, 2026		January 31, 2026
Leasehold improvements	$	9,789	$	8,641
Computers and equipment	5,472		7,607
Furniture and fixtures	5,430		4,884
Capitalized software	43,665		40,593
Gross property and equipment(1)	64,356		61,725
Accumulated depreciation and amortization	(32,418)		(32,533)
Property and equipment, net	$	31,938	$	29,192

(1) Gross property and equipment includes construction-in-progress for capitalized software of $18.3 million and construction-in-progress for leasehold improvements and capitalized software of $15.8 million that had not yet been placed in service as of April 30, 2026 and January 31, 2026, respectively. The costs associated with construction-in-progress are not amortized until the asset is available for its intended use.

Depreciation and amortization expense was $2.1 million and $2.0 million for the three months ended April 30, 2026 and 2025, respectively.

Note 7. Deferred Contract Costs

Deferred contract costs, which primarily consist of deferred sales commissions, were $42.9 million and $43.4 million as of April 30, 2026 and January 31, 2026, respectively. Amortization expense for deferred contract costs was $5.2 million and $5.5 million for the three months ended April 30, 2026 and 2025, respectively. There was no impairment charge related to the costs capitalized for the periods presented.

Note 8. Leases

Operating Leases

The Company has entered into various non-cancellable operating leases for its office spaces with lease periods expiring through fiscal 2033. The operating lease agreements generally provide for rental payments on a graduated basis and for options to renew, which could increase future minimum lease payments if exercised.

Lease right-of-use assets and liabilities are recognized at the lease’s commencement date based on the present value of lease payments over the lease term. As the implicit rate of the Company's leases is not readily determinable, the Company uses its incremental borrowing rate based on the information available on the commencement date to determine the present value of lease payments. The lease right-of-use assets also include any lease payments made and exclude lease incentives such as tenant improvement allowances.

The Company’s operating leases typically include non-lease components such as common-area maintenance costs. The Company has elected a practical expedient that allows it to include non-lease components with lease payments for the purpose of calculating lease right-of-use assets and liabilities, to the extent that they are fixed. Non-lease components that are not fixed are expensed as incurred as variable lease payments.

Leases with a term of one year or less are not recognized on the Company’s condensed consolidated balance sheets, but rather are expensed on a straight-line basis over the lease term.

In June 2023, the Company entered into a sublease for a portion of its San Francisco office location. The sublease term ended during the three months ended April 30, 2025. Sublease income, which was recorded as a reduction of rent expense, was zero for the three months ended April 30, 2026 and was not material for the three months ended April 30, 2025.

The following table presents information about leases on the condensed consolidated balance sheet as of the dates indicated (in thousands):


	April 30, 2026		January 31, 2026
Assets:
Lease right-of-use assets	$	11,516	$	12,509
Liabilities:
Lease liabilities, current	$	5,249	$	5,000
Lease liabilities, non-current	$	11,174	$	12,598

As of April 30, 2026 and January 31, 2026, the weighted average remaining lease term was 3.8 years and 3.6 years, respectively. As of April 30, 2026 and January 31, 2026, the weighted average discount rate used to determine the net present value of the lease liabilities was 6.0% and 5.9%, respectively.

The following table presents information about leases on the condensed consolidated statement of operations for the periods indicated (in thousands):


	Three months ended April 30,
	2026		2025
Operating lease expense	$	1,157	$	586
Short-term lease expense	483		581
Variable lease expense	337		229

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


	Three months ended April 30,
	2026		2025
Cash paid for amounts included in the measurement of lease liabilities	$	1,202	$	1,398

Note 9. Debt and Financing Arrangements

2025 Convertible Senior Notes

In June 2020, the Company issued an aggregate principal amount of $287.5 million of convertible senior notes due in 2025 (the “2025 Notes”) in a private offering pursuant to an indenture dated June 25, 2020 (the “2025 Indenture”).

During the year ended January 31, 2026, the Company repaid the 2025 Notes in cash prior to the maturity date of July 1, 2025, which included aggregate principal amount of $57.5 million and accrued interest of $0.4 million.

2028 Convertible Senior Notes

In October 2023, the Company issued an aggregate principal amount of $402.5 million of convertible senior notes due in 2028 in a private offering pursuant to an indenture dated October 13, 2023 (the “2028 Indenture” and, together with the 2025 Indenture, the “Indentures”). The total net proceeds from the debt offering, after deducting initial purchasers’ discounts and debt issuance costs of $12.0 million, were $390.4 million.

The 2028 Notes are senior, unsecured obligations of the Company and accrue interest payable semiannually in arrears on April 15 and October 15 of each year, beginning on April 15, 2024, at a rate of 1.50% per year. The 2028 Notes will mature on October 15, 2028, unless such notes are converted, redeemed or repurchased earlier. Upon conversion, the Company will pay cash up to the aggregate principal amount of the 2028 Notes to be converted and pay or deliver, as the case may be, cash, shares of common stock or a combination of cash and shares of common stock, at the Company’s election, in respect to the remainder, if any, of the Company’s conversion obligation in excess of the aggregate principal amount of the 2028 Notes being converted, in the manner and subject to the terms and conditions provided in the 2028 Indenture.

Accounting for the 2025 Notes and the 2028 Notes

The 2028 Notes are, and the 2025 Notes, prior to their repayment were, accounted for as a single liability measured at their amortized cost, as no other embedded features require bifurcation and recognition as derivatives. As of April 30, 2026, the 2028 Notes are classified as non-current liabilities. Issuance costs are amortized to interest expense over the contractual term of the 2028 Notes at an effective interest rate of 2.13%.

The net carrying amount of the 2028 Notes was as follows as of the dates indicated (in thousands):


	As of April 30, 2026		As of January 31, 2026

Principal	$	402,500	$	402,500
Unamortized issuance costs	(6,173)		(6,771)
Net carrying amount	$	396,327	$	395,729

Interest expense recognized related to the 2028 Notes and the 2025 Notes was as follows for the periods indicated (in thousands):


	Three months ended April 30,
	2026		2025
Contractual interest expense	$	1,512	$	1,687
Amortization of debt issuance costs	595		677
Total interest expense related to the 2025 Notes and the 2028 Notes	$	2,107	$	2,364

Capped Call Transactions

In connection with the offering of the 2028 Notes, the Company entered into separate privately negotiated capped call transactions (the “2028 Capped Calls”). The 2028 Capped Calls are generally intended to reduce or offset the potential dilution to the common stock upon any conversion of the 2028 Notes, subject to a cap based on the cap price of such 2028 Capped Calls. For accounting purposes, the 2028 Capped Calls are separate transactions, and not part of the terms of the 2028 Notes. The 2028 Capped Calls are recorded in stockholders’ equity and are not accounted for as derivatives. The costs incurred to purchase the 2028 Capped Calls of $55.1 million, were recorded as a reduction to additional paid-in capital in the accompanying condensed consolidated balance sheets. The 2028 Capped Calls will not be remeasured as long as they continue to meet the conditions for equity classification.

During the year ended January 31, 2026, the capped call transactions with certain financial institution counterparties, entered into and in connection with the repayment of the 2025 Notes, expired.

The 2028 Capped Calls each have an initial strike price of approximately $27.35 per share, subject to certain adjustments, which corresponds to the initial conversion price of the 2028 Notes, and an initial cap price of $42.90 per share, subject to certain adjustments. The 2028 Capped Calls cover, subject to anti-dilution adjustments, approximately 14.7 million shares of the Company’s common stock. The 2028 Capped Calls are subject to automatic exercise over a 60 trading day period commencing on July 20, 2028, subject to earlier termination under certain circumstances and may be settled in cash, shares of common stock or a combination of cash and shares of common stock, at the Company’s election. The 2028 Capped Calls remain outstanding as of April 30, 2026.

Note 10. Commitments and Contingencies

Legal Matters

From time to time, the Company may be subject to various claims and other legal matters arising in the ordinary course of business. The Company investigates these claims as they arise and accrues estimates for resolution of legal and other contingencies when losses are probable and estimable. The Company is not currently a party to any material legal proceedings nor is it aware of any pending or threatened litigation that could reasonably be expected to have a material adverse effect on its business, financial condition, results of operations, or cash flows.

Warranties and Indemnification

The Company has entered into service-level agreements with a portion of its customers defining levels of uptime reliability and performance and permitting those customers to receive credits if the Company fails to meet the defined levels of uptime. To date, the Company has not experienced any significant failures to meet defined levels of uptime reliability and performance as a result of those agreements and, as a result, the Company has not incurred or accrued any material liabilities related to these agreements in the financial statements.

In the ordinary course of business, the Company may agree to indemnify customers, vendors, lessors, business partners, and other parties with respect to certain matters, including, but not limited to, losses arising out of the breach of such agreements, services to be provided by the Company, or from intellectual property infringement claims made by third parties. As permitted under Delaware law, the Company has entered into indemnification agreements with its directors and certain officers and employees that will require the Company, among other things, to indemnify them against certain liabilities that may arise by reason of their status or service as directors, officers, or employees. No demands have been made upon the Company to provide indemnification under such agreements, and there are no claims that the Company is aware of that could have a material effect on its consolidated balance sheets, consolidated statements of operations, consolidated statements of comprehensive income (loss), or consolidated statements of cash flows.

Note 11. Deferred Revenue and Performance Obligations

The following table presents the changes to the Company’s deferred revenue for the periods indicated (in thousands):


	Three months ended April 30,
	2026		2025
Deferred revenue, beginning of period	$	248,934	$	245,752
Billings	115,400		113,765
Revenue recognized	(120,967)		(119,805)
Deferred revenue, end of period	$	243,367	$	239,712

For the three months ended April 30, 2026 and 2025, the majority of revenue recognized was from the deferred revenue balances at the beginning of each period.

The transaction price allocated to the remaining performance obligations represents all future, non-cancelable contracted revenue that has not yet been recognized, inclusive of deferred revenue that has been invoiced and non-cancelable amounts that will be invoiced and recognized as revenue in future periods. The Company estimates its remaining performance obligations at a point in time. Actual amounts and timing of revenue recognition may differ from these estimates largely due to contract renewals and modifications.

As of April 30, 2026, total transaction price allocated to remaining non-cancelable performance obligations under cloud-hosted and term-license software subscription contracts with customers was approximately $441 million. Of this amount, the Company expects to recognize revenue of approximately $316 million, or 72%, over the next 12 months, $100 million, or 23%, over months 13 to 24, and the remainder thereafter.

Note 12. Common Stock and Stockholders’ Equity

Common Stock Repurchases

In March 2025, the Company’s Board of Directors authorized a share repurchase program to repurchase up to $150.0 million of the Company’s common stock (the “2025 Share Repurchase Program”), which was subsequently increased to $200.0 million in August 2025. During the three months ended April 30, 2026, the Company repurchased a total of 8,532,838 shares under the 2025 Share Repurchase Program and subsequently retired 8,896,106 shares. As of April 30, 2026, the 2025 Share Repurchase Program was complete and none of the total amount authorized to be repurchased remained available.

Equity Incentive Plan

In 2019, the Company adopted the 2019 Equity Incentive Plan (the “2019 Plan”). As of April 30, 2026 and January 31, 2026, the Company was authorized to grant up to 44,909,055 shares and 40,659,581 shares of common stock, respectively, under the 2019 Plan.

The Company currently uses authorized and unissued shares to satisfy stock award exercises and settlement of restricted stock units (“RSUs”) and performance stock units (“PSUs”). As of April 30, 2026 and January 31, 2026, there were 26,008,878 shares and 23,024,478 shares, respectively, available for future issuance under the 2019 Plan.

Shares of common stock reserved for future issuance as of the end of the period noted are as follows:


			April 30, 2026
Outstanding stock options and unvested RSUs and PSUs			11,437,165
Available for future stock option, RSU, and PSU grants			26,008,878
Available for Employee Stock Purchase Plan (“ESPP”)			4,967,904
Total common stock reserved for future issuance			42,413,947

Stock Options

As of April 30, 2026, total unrecognized compensation cost related to unvested stock options granted under the 2019 Plan was immaterial. Such costs will be recognized over a weighted average period of 0.2 years.

Restricted Stock Units

A summary of the Company’s RSU activity and related information is as follows:


	Number of RSUs	Weighted Average Grant Date Fair Value Per Share
Outstanding at January 31, 2026	6,164,141	$	19.01
Granted	2,897,871	$	6.43
Vested	(874,380)	$	23.02
Forfeited or canceled	(695,192)	$	19.67
Outstanding at April 30, 2026	7,492,440	$	13.61

The fair value of the Company’s RSUs is expensed ratably over the vesting period, and is based on the fair value of the underlying shares on the date of grant. The Company accounts for forfeitures as they occur.

As of April 30, 2026, there was $96.6 million of unrecognized stock-based compensation expense related to unvested RSUs, which is expected to be recognized over a weighted average period of 2.2 years based on vesting under the award service conditions.

Performance Stock Units

The Company grants PSUs to certain employees of the Company, which, in the current fiscal year, are to vest based on the level of achievement of certain targets related to the Company’s operating plan over the one-year performance period. In prior periods, PSUs vested based on both the level of achievement of certain targets related to the Company’s operating plan and the relative growth of the per share price of the Company’s common stock as compared to the S&P Software & Services Select Index over the one-year performance period. The PSUs vest over a three-year period, subject to continuous service with the Company. The number of shares of the Company’s common stock that will vest based on the performance and market conditions can range from 0% to 200% of the target amount. Compensation expense for PSUs with performance conditions is measured using the fair value at the date of grant, and may be adjusted over the vesting period based on interim estimates of performance against the performance condition. Compensation expense for PSUs with market conditions is measured using a Monte Carlo simulation approach. Expense is recorded over the vesting period under the graded-vesting attribution method.

During the three months ended April 30, 2026, the Compensation Committee of the Company’s Board of Directors certified the results of the Company’s operating plan for the fiscal year ended January 31, 2026. Based on the results, the PSUs granted in April 2025 (“2025 PSU Awards”) were earned at an attainment of 0%.

A summary of the Company’s PSU activity and related information is as follows:


	Number of PSUs	Weighted Average Grant Date Fair Value Per Share
Outstanding at January 31, 2026	858,096	$	19.09
Granted(1)	112,500	$	6.40
Vested	(36,081)	$	21.62
Forfeited or canceled	(37,055)	$	21.62
Performance adjustment for 2025 PSU Awards	(640,646)	$	18.23
Outstanding at April 30, 2026	256,814	$	14.95
(1) This amount represents awards granted at 100% attainment.

During the three months ended April 30, 2026, the Company recorded stock-based compensation expense for the number of PSUs considered probable of vesting based on the attainment of the performance targets.

As of April 30, 2026, total unrecognized stock-based compensation cost related to PSUs was $1.3 million. This unrecognized stock-based compensation cost is expected to be recognized using the accelerated attribution method over a weighted-average period of approximately 1.2 years.

Employee Stock Purchase Plan

The Company’s ESPP generally provides for 24-month offering periods beginning June 15 and December 15 of each year, with each offering period consisting of four six-month purchase periods. On each purchase date, eligible employees will purchase the shares at a price per share equal to 85% of the lesser of: (i) the fair market value of the Company’s stock as of the beginning of the offering period; or (ii) the fair market value of the Company’s stock on the purchase date, as defined in the ESPP.

During the three months ended April 30, 2026 and 2025, the Company recognized $1.3 million and $1.0 million, respectively, of stock-based compensation expense related to the ESPP.

During the three months ended April 30, 2026 and 2025, the Company withheld $2.1 million and $2.7 million, respectively, in contributions from employees.

During the three months ended April 30, 2026 and 2025, there were no purchases related to ESPP.

Stock-Based Compensation

Stock-based compensation expense included in the Company’s condensed consolidated statements of operations was as follows for the periods indicated (in thousands):


	Three months ended April 30,
	2026		2025
Cost of revenue	$	849	$	1,097
Research and development	6,137		9,840
Sales and marketing	4,184		6,219
General and administrative	6,793		8,597
Total stock-based compensation expense	$	17,963	$	25,753

Note 13. Net Income (Loss) per Share

Net income (loss) used for the purpose of determining basic and diluted net income (loss) per share is determined by taking net income (loss) attributable to PagerDuty, Inc., less the redeemable non-controlling interests redemption value adjustment.

The following table presents the calculation of basic and diluted net income (loss) attributable to PagerDuty, Inc. common stockholders for the periods indicated (in thousands, except number of shares and per share data):


	Three months ended April 30,
	2026		2025
Numerator:
Net income (loss) attributable to PagerDuty, Inc.	$	5,283	$	(7,162)
Less: Adjustment attributable to redeemable non-controlling interest	(4,963)		(665)
Net income (loss) attributable to PagerDuty, Inc. common stockholders	$	10,246	$	(6,497)
Denominator:
Weighted-average shares used in calculating net income (loss) per share:
Basic	78,647		91,374
Weighted average effect of potentially dilutive securities:
Stock options, RSUs, PSUs, and ESPP obligations	817		—
Diluted	79,464		91,374
Net income (loss) per share attributable to PagerDuty, Inc. common stockholders
Basic	$	0.13	$	(0.07)
Diluted	$	0.13	$	(0.07)

Since the Company was in a loss position for the three months ended April 30, 2025, basic net loss per share and diluted net loss per share are the same, as the inclusion of all potential common stock outstanding would have been anti-dilutive.

Potentially dilutive securities that were not included in the diluted per share calculations because they would be anti-dilutive were as follows (in thousands):


	Three months ended April 30,
	2026	2025
Shares subject to outstanding common stock awards	8,111	13,835

Shares issuable pursuant to the ESPP	1,943	263
Total	10,054	14,098

As described in Note 9. Debt and Financing Arrangements, upon conversion of the 2028 Notes, the Company will pay cash up to the aggregate principal amount of the 2028 Notes to be converted and pay or deliver, as the case may be, cash, shares of common stock or a combination of cash and shares of common stock, at the Company’s election, in respect to the remainder, if any, of the Company’s conversion obligation in excess of the aggregate principal amount of the 2028 Notes being converted. As of April 30, 2026 and 2025, the conversion options of the 2028 Notes were out of the money and as a result, there were no potentially dilutive shares related to the conversion of the 2028 Notes.

Note 14. Income Taxes

The Company's provision for income taxes for interim periods is determined using an estimate of its annual effective tax rate, adjusted for discrete items, if any, that arise during the period. Each quarter, the Company updates its estimate of the annual effective tax rate, and if the estimated annual effective tax rate changes, the Company makes a cumulative adjustment in such period.

The Company's quarterly tax provision, and estimate of its annual effective tax rate, is subject to variation due to several factors, including variability in pre-tax income (or loss), the mix of jurisdictions to which such income (or loss) relates, changes in how the Company does business, and tax law developments. The Company's estimated effective tax rate for the year differs from the U.S. statutory rate of 21% primarily due to non-deductible stock-based compensation expense, state income taxes, and the income tax benefit from research and development credits.

The Company recorded a provision for income taxes of $5.8 million and $0.8 million for the three months ended April 30, 2026 and 2025, respectively. The income tax provision during the three months ended April 30, 2026 was primarily due to an increase in pre-tax income, as well as tax deficiencies on stock-based compensation arising during the period.

The Company regularly assesses the need for a valuation allowance against its deferred tax assets. In making that assessment, the Company considers both positive and negative evidence in the various jurisdictions in which it operates related to the likelihood of realization of the deferred tax assets to determine, based on the weight of available evidence, whether it is more likely than not that some or all of the deferred tax assets will not be realized. During the year ended January 31, 2026, the Company achieved cumulative U.S. income, measured as pre-tax income adjusted for permanent book-tax differences. Based on all available positive and negative evidence, including the amount of the Company’s taxable income in recent years which is objective and verifiable, and taking into account anticipated future taxable earnings, the Company concluded that it was more likely than not that its U.S. federal and certain state deferred tax assets will be realizable which resulted in a release in its U.S. valuation allowance, with the exception of certain state deferred tax assets that will not be realized in the future. Furthermore, based on available evidence, the Company believes it is more likely than not that certain non-U.S. deferred tax assets will not be fully realizable in the future. The Company continues to maintain a valuation allowance against such deferred tax assets. The Company will continue to monitor the need for a valuation allowance against its deferred tax assets on a quarterly basis.

Note 15. Geographic Information

Revenue by location is generally determined by the billing address of the customer. The following table sets forth revenue by geographic area for the periods indicated (in thousands):


	Three months ended April 30,
	2026		2025
United States	$	86,015	$	86,030
International	34,952		33,775
Total	$	120,967	$	119,805

Other than the United States, no other individual country accounted for 10% or more of revenue for the three months ended April 30, 2026 or 2025.

As of April 30, 2026, 64% of the Company’s long-lived assets, including property and equipment and right-of-use lease assets, were located in the United States, 13% were located in Canada, and 12% were located in Portugal.

As of January 31, 2026, 64% of the Company’s long-lived assets, including property and equipment and right-of-use lease assets, were located in the United States, 14% were located in Portugal, and 13% were located in Canada.

Note 16. Subsequent Events

On May 11, 2026, the Company announced that Jennifer Tejada resigned from her position as Chief Executive Officer of the Company. As part of her transition, the Company entered into a transition agreement dated May 11, 2026. On the same date, John DiLullo was appointed to succeed Ms. Tejada as the Company’s new Chief Executive Officer. Ms. Tejada remains Executive Chair of the Company’s board of directors, and will continue to serve as a non-employee member of the Company’s board of directors until the Company’s 2027 annual meeting of stockholders.

In May 2026, the Company’s Board of Directors authorized a share repurchase program for the repurchase of shares of the Company’s common stock, in an aggregate amount of up to $100.0 million (the “2026 Share Repurchase Program”). Share repurchases under the 2026 Share Repurchase Program may be made from time to time through open market purchases, privately negotiated transactions, or other legally permissible means, including pursuant to Rule 10b5-1 trading plans. The 2026 Share Repurchase Program expires in May 2028, unless extended or shortened by the Board of Directors, and 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. The number of shares to be repurchased will depend on market conditions and other factors.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of the financial condition and results of operations of PagerDuty, Inc. and its wholly-owned subsidiaries, and subsidiaries in which PagerDuty, Inc. holds a controlling interest (“PagerDuty,” “we,” “us” or “our”) should be read in conjunction with our unaudited consolidated financial statements and related notes thereto included elsewhere in this Quarterly Report on Form 10-Q and with our audited financial statements and related notes in our Annual Report on Form 10-K for the year ended January 31, 2026. You should review the sections titled “Special Note Regarding Forward-Looking Statements” above in this Quarterly Report on Form 10-Q for a discussion of forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those discussed below. Factors that could cause or contribute to such differences include, but are not limited to, adverse effects on our business and general economic conditions as identified below, and those discussed in the section titled “Risk Factors” included in our Annual Report on Form 10-K and elsewhere in this Quarterly Report on Form 10-Q. The last day of our fiscal year is January 31. Our fiscal quarters end on April 30, July 31, October 31 and January 31. Except as otherwise noted, all references to fiscal 2027 refer to the fiscal year ending January 31, 2027.

Overview and Business Model

PagerDuty, Inc. transforms critical work for modern business by building operational resilience, reducing risk, improving customer experience, and driving operational efficiency across digital operations. As a global leader in digital operations management since 2009, PagerDuty helps enterprises manage the complex web of infrastructure, applications, and systems that power today's digital experiences. The PagerDuty Operations Cloud sits at the center of the enterprise technology stack as a system of intelligence and action, ingesting signals from over 750 integrations—including monitoring, observability, security, customer service, and development tools—to orchestrate the right response across people, machines, and software.

Built for the modern era of artificial intelligence (“AI”), PagerDuty empowers customers to maximize the value of their AI investments through agentic workflows, AI-powered automation, and intelligent orchestration that accelerates incident detection and resolution while enabling teams to focus on innovation rather than firefighting.

In today's environment, every business is fundamentally a digital business. Whether in retail, financial services, healthcare, telecommunications, or supply chain logistics, modern commerce depends on increasingly complex networks of digital infrastructure, cloud services, applications, and distributed teams that operate in an always-on world. This complexity continues to accelerate as organizations adopt AI-driven systems and integrate artificial intelligence across their operations.

Customer expectations have never been higher. Incidents are measured not just in lost revenue but in damaged brand reputation and customer trust. Organizations face mounting pressure to deliver always-on digital experiences, resolve issues proactively before customers are impacted, and innovate rapidly without proportionally increasing operational costs or headcount. The ability to anticipate, orchestrate, and resolve time-sensitive, critical, and unplanned work before it escalates has become a strategic imperative and competitive differentiator.

Since our founding in 2009, PagerDuty has evolved from a single product focused on on-call management for developers into a comprehensive, multi-product operations cloud that spans the entire enterprise. Today, our platform breaks down organizational silos across development, IT operations, security, customer service, and business operations, reaching technical practitioners and executive stakeholders alike.

Over more than a decade, we have built one of the industry's most comprehensive integration ecosystems, with over 750 direct integrations spanning monitoring tools, cloud platforms, collaboration systems, ITSM solutions, and business applications. We also support the Model Context Protocol (“MCP”), enabling seamless integration with AI agents and large language model-powered tools to extend our platform's capabilities into emerging AI workflows. This deep integration fabric allows our customers to gather and correlate digital signals from across their entire technology stack – both modern cloud-native and legacy systems – without the friction of context switching or manual data aggregation.

These same integrations enable powerful workflow automation, connecting technical operations with popular collaboration tools and business applications to drive coordinated responses and accelerate resolution. Our open platform approach and extensive partner ecosystem have become a strategic moat, making PagerDuty increasingly embedded and essential within our customers' operations.

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We generate revenue primarily from cloud-hosted software subscriptions, with additional revenue from term-license arrangements. Our land-and-expand business model drives viral adoption and natural expansion as teams experience value and extend PagerDuty to new users, use cases, and products. During the current fiscal year, we took initial steps to provide customers with more flexible pricing options, including usage-based pricing models that enable customers to seamlessly scale between human responders, agents, and automated solutions, better aligning customer investments to business outcomes rather than headcount and licenses, and supporting our transition from traditional single-year seat-based licensing to multiyear platform usage agreements.

While the PagerDuty platform serves organizations of all sizes, we have strategically focused our go-to-market investments, including our enterprise field sales organization, on serving enterprise customers where we see the greatest opportunity for platform adoption and expansion. Today, nearly half of the Fortune 500 and approximately two-thirds of the Fortune 100 rely on PagerDuty as mission-critical infrastructure. Our enterprise customers represent the majority of our revenue and demonstrate strong retention and expansion characteristics.

Macroeconomic Environment

Our business and financial performance has and may continue to be subject to the effects of worldwide macroeconomic conditions, including, but not limited to, global inflation and heightened interest rates, tariffs and trade wars, existing and new laws and regulations, and economic uncertainty and volatility globally and in the jurisdictions in which we do business.

We will continue to monitor the direct and indirect impacts of these or similar circumstances on our business and financial results. For additional information on the potential impact of macroeconomic conditions on our business, see Part II, Item 1A, Risk Factors.

Key Business Metrics

We review the following key business metrics to evaluate our business, measure our performance, identify trends affecting our business, formulate business plans, and make strategic decisions.

While these metrics are based on what we believe to be a reasonable representation of our customer base for the applicable period of measurement, we rely on a third party to validate legal entities using the best available data at period end, and therefore, these metrics are subject to change as new information becomes available. In addition, we are continually seeking to improve our methodology, which may result in future changes to our key metrics.

Annual Recurring Revenue (“ARR”)

We believe ARR is a key metric to measure our business performance because it is an indication of our ability to maintain and expand our relationships with existing customers and generate new business. We define ARR as the annualized recurring revenue of all active contracts at the end of a reporting period.

ARR was as follows as of the dates indicated (in millions):


	As of April 30,
	2026		2025
ARR	$	495.6	$	496.0

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Number of Customers

We believe that the number of customers using our platform, particularly those that have subscription agreements for more than $100.0 thousand in ARR, are indicators of our market penetration, particularly within enterprise accounts, the growth of our business, and our potential future business opportunities. We define a customer as a separate legal entity, such as a company or an educational or government institution, that has an active subscription with us or one of our partners to access our platform. In situations where an organization has multiple subsidiaries or divisions, we treat the parent entity as the customer instead of treating each subsidiary or division as a separate customer. Increasing awareness of our platform and its broad range of capabilities, coupled with the fact that the world is always on and powered by increasingly complex technology, has expanded the diversity of our customer base to include organizations of all sizes across virtually all industries. Over time, enterprise customers have constituted a greater share of our revenue. The total number of paid customers and the number of customers with greater than $100.0 thousand in ARR were as follows as of the dates indicated:


	As of April 30,
	2026	2025
Customers	15,380	15,247
Customers with greater than $100.0 thousand in ARR	860	848

Dollar-based Net Retention Rate

We use dollar-based net retention rate to evaluate the long-term value of our customer relationships, since this metric reflects our ability to retain and expand the ARR from our existing paid customers. Our dollar-based net retention rate compares our ARR from the same set of customers across comparable periods.

We calculate dollar-based net retention rate as of a period end by starting with the ARR from the cohort of all paid customers as of 12 months prior to such period end (“Prior Period ARR”). We then calculate the ARR from these same customers as of the current period end (“Current Period ARR”). Current Period ARR includes any expansion and is net of downgrades or churn over the last 12 months but excludes ARR from new customers in the current period. We then divide the total Current Period ARR by the total Prior Period ARR to arrive at the dollar-based net retention rate. The dollar-based net retention rate was as follows as of the dates indicated:


	Last 12 months ended April 30,
	2026		2025
Dollar-based net retention rate	97	%	104	%

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Results of Operations

Three months ended April 30, 2026 compared to three months ended April 30, 2025

The following table sets forth our results of operations for the periods indicated and as a percentage of revenue (in thousands, except percentages):


	Three months ended April 30,
	2026				2025
Revenue	$	120,967	100.0	%	$	119,805	100.0	%
Cost of revenue(1)	19,020		15.7	%	19,184		16.0	%
Gross profit	101,947		84.3	%	100,621		84.0	%

Operating expenses:
Research and development(1)	29,988		24.8	%	34,048		28.4	%
Sales and marketing(1)	39,610		32.7	%	50,045		41.8	%
General and administrative(1)	23,166		19.2	%	26,855		22.4	%
Total operating expenses	92,764		76.7	%	110,948		92.6	%
Income (loss) from operations	9,183		7.6	%	(10,327)		(8.6)	%

Interest income	3,926		3.2	%	6,011		5.0	%
Interest expense	(2,107)		(1.7)	%	(2,364)		(2.0)	%

Other income (expense), net	(71)		(0.1)	%	114		0.1	%
Income (loss) before provision for income taxes	10,931		9.0	%	(6,566)		(5.5)	%
Provision for income taxes	5,801		4.8	%	813		0.7	%
Net income (loss)	$	5,130	4.2	%	$	(7,379)	(6.2)	%
Net loss attributable to redeemable non-controlling interest	(153)		(0.1)	%	(217)		(0.2)	%
Net income (loss) attributable to PagerDuty, Inc.	$	5,283	4.4	%	$	(7,162)	(6.0)	%
Less: Adjustment attributable to redeemable non-controlling interest	(4,963)		(4.1)	%	(665)		(0.6)	%
Net income (loss) attributable to PagerDuty, Inc. common stockholders	$	10,246	8.5	%	$	(6,497)	(5.4)	%

______________

(1) Includes stock-based compensation expense as follows (in thousands):


	Three months ended April 30,
	2026		2025
Cost of revenue	$	849	$	1,097
Research and development	6,137		9,840
Sales and marketing	4,184		6,219
General and administrative	6,793		8,597
Total	$	17,963	$	25,753

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Revenue

We generate revenue primarily from cloud-hosted software subscription fees. We also generate revenue from term-license software subscription fees. Our subscriptions are typically one year in duration but can range from monthly to multi-year. Subscription fees are driven primarily by the number of customers, the number of users per customer, and the level of subscription purchased. We generally invoice customers in advance in annual installments for subscriptions to our software. Revenue related to our cloud-hosted software subscriptions is recognized ratably over the related contractual term beginning on the date that our platform is made available to a customer. For our term-license software subscriptions, we recognize license revenue upon delivery, and software maintenance revenue ratably, typically beginning on the start of the contractual term of the arrangement.

Due to the low complexity of implementation and integration of our platform with our customers’ existing infrastructure, revenue from professional services has not been material to date.

The following sets forth our revenue for the periods indicated (in thousands, except percentages):


	Three months ended April 30,				Change
	2026		2025		$		%
Revenue	$	120,967	$	119,805	$	1,162	1.0	%

Revenue increased primarily due to growth from new and existing customers. The growth from existing customers was primarily driven by upsell of additional products and services.

Cost of Revenue and Gross Margin

Cost of revenue primarily consists of expenses related to providing our platform to customers, including personnel expenses for operations and global support, payments to our third-party cloud infrastructure providers for hosting our software, payment processing fees, amortization of capitalized software costs, amortization of acquired developed technology and intangible assets, and allocated overhead costs for facilities, information technology, and other allocated overhead costs. We will continue to invest additional resources in our platform infrastructure and our customer support and success organizations to expand the capability of our platform and ensure that our customers are realizing the full benefit of our offerings. The level and timing of investment in these areas could affect our cost of revenue in the future.

Gross profit represents revenue less cost of revenue. Gross margin is gross profit expressed as a percentage of revenue. Our gross margin may fluctuate from period to period as our revenue fluctuates, and as a result of the timing and amount of investments to expand the capacity of our third-party cloud infrastructure providers and our continued efforts to enhance our platform support and customer success teams.

The following sets forth our cost of revenue and gross margin for the periods indicated (in thousands, except percentages):


	Three months ended April 30,						Change
	2026			2025			$		%
Cost of revenue	$	19,020		$	19,184		$	(164)	(0.9)	%
Gross margin	84.3		%	84.0		%

The decrease in cost of revenue is primarily due to: (i) a decrease of $1.0 million in amortization of acquired intangible assets; (ii) a decrease of $0.6 million in outside services spend for the customer service team; (iii) a decrease of $0.4 million in merchant fees; and (iv) a decrease of $0.1 million in training and travel-related costs; offset by (v) an increase of $1.2 million in hosting, software, and telecom costs; (vi) an increase of $0.4 million in personnel costs, primarily related to increases in commissions and bonuses; (vii) an increase of $0.3 million in costs to support the business and related infrastructure, which include allocated overhead costs; and (viii) an increase of $0.1 million in amortization of capitalized software.

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Operating Expenses

Our operating expenses consist of research and development, sales and marketing, and general and administrative expenses. Personnel expenses are the most significant component of operating expenses and consist of salaries, benefits, bonuses, stock-based compensation expense, and sales commissions. Operating expenses also include amortization of acquired intangible assets, acquisition-related expenses, allocated overhead costs for facilities, shared IT related expenses, including depreciation expense, and certain company-wide events and functions.

The following table sets forth our operating expenses for the periods indicated (in thousands, except percentages):


	Three months ended April 30,				Change
	2026		2025		$		%
Operating expenses:
Research and development	$	29,988	$	34,048	$	(4,060)	(11.9)	%
Sales and marketing	39,610		50,045		(10,435)		(20.9)	%
General and administrative	23,166		26,855		(3,689)		(13.7)	%
Total operating expenses	$	92,764	$	110,948	$	(18,184)	(16.4)	%

Research and development: Research and development expenses consist primarily of personnel costs for our engineering, product, and design teams. Additionally, research and development expenses include outside services, depreciation of equipment used in research and development activities, acquisition-related expenses, impairment of capitalized software costs, and allocated overhead costs. We expect that our recurring research and development expenses will increase in dollar value as our business grows.

Research and development expenses decreased primarily due to: (i) a decrease of $5.4 million in personnel costs primarily as a result of a decrease in stock-based compensation; offset by (ii) an increase of $1.1 million in costs to support the business and related infrastructure, which include allocated overhead costs; and (iii) an increase of $0.4 million in outside services spend.

Sales and marketing: Sales and marketing expenses consist primarily of personnel costs, costs of outside services, costs of general marketing and promotional activities, training and travel-related expenses, amortization of acquired intangible assets, allocated overhead costs, and credit loss expense. Sales commissions earned by our sales force that are considered incremental and recoverable costs of obtaining a subscription with a customer are deferred and amortized on a straight-line basis over the expected period of benefit, which we have determined to be four years. We expect that our recurring sales and marketing expenses will generally increase in dollar value and continue to be our largest operating expense for the foreseeable future as we expand our sales and marketing efforts.

Sales and marketing expenses decreased primarily due to: (i) a decrease of $6.9 million in personnel costs, driven largely by a decrease in headcount and a decrease in stock-based compensation; (ii) a decrease of $1.2 million in training and travel-related costs; (iii) a decrease of $1.0 million in marketing costs for media campaigns; (iv) a decrease of $0.5 million in costs to support the business and related infrastructure, which include allocated overhead costs; and (v) a decrease of $0.5 million in credit loss expense.

General and administrative: General and administrative expenses consist primarily of personnel costs, training and travel-related costs, and outside services fees for finance, legal, human resources, information technology, and other administrative functions. In addition, general and administrative expenses include non-personnel costs, such as legal, accounting, and other professional fees, hardware and software costs, certain tax, license and insurance-related expenses, acquisition-related expenses, and allocated overhead costs. We expect that our recurring general and administrative expenses will increase in dollar value as our business grows. However, we expect that our general and administrative expenses will decrease as a percentage of our revenue over the longer term, as we expect our investments to allow for improved efficiency for future growth in the business.

General and administrative expenses decreased primarily due to: (i) a decrease of $1.9 million in personnel costs, driven largely by a decrease in headcount and a decrease in stock-based compensation; (ii) a decrease of $1.8 million in outside services spend for consulting services; and (iii) a decrease of $0.2 million in insurance, business taxes, and licenses costs; offset by (iv) an increase of $0.2 million in costs to support the business and related infrastructure, which include allocated overhead costs.

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Non-Operating Income (Expense)

The following table sets forth our non-operating income (expense) for the periods indicated (in thousands, except percentages):


	Three months ended April 30,				Change
	2026		2025		$		%
Interest income	$	3,926	$	6,011	$	(2,085)	(34.7)	%
Interest expense	$	(2,107)	$	(2,364)	$	257	(10.9)	%

Other (expense) income, net	$	(71)	$	114	$	(185)	(162.3)	%
Provision for income taxes	$	5,801	$	813	$	4,988	613.5	%

Interest income: Interest income consists of accretion income and amortization expense on our available-for-sale investments, income earned on our cash and cash equivalents, and interest earned on our short-term investments which consist of U.S. Treasury securities, commercial paper, corporate debt securities, and U.S. Government agency securities.

Interest income decreased primarily due to a decrease in interest rates year-over-year.

Interest expense: Interest expense consists primarily of contractual interest expense and amortization of debt issuance costs on our 1.25% Convertible senior notes due 2025 (the “2025 Notes”) that were repaid during the year ended January 31, 2026 and the contractual interest expense and amortization of debt issuance costs on our 1.50% Convertible Senior Notes due 2028 (the “2028 Notes”) that were issued in October 2023.

Interest expense decreased primarily due to a decrease in interest expense related to our convertible notes, driven by the repayment of the 2025 Notes during the year ended January 31, 2026 .

Other (expense) income, net: Other (expense) income, net primarily consists of foreign currency transaction gains and losses.

The change in other (expense) income, net was due to fluctuations in foreign currency during the period.

Provision for income taxes: Provision for income taxes consists primarily of income taxes in certain foreign and U.S. jurisdictions in which we conduct business.

The change in provision for income taxes is primarily attributable to an increase in pre-tax income, as well as tax deficiencies from stock-based compensation.

We regularly assess the need for a valuation allowance against our deferred tax assets. In making that assessment, we consider both positive and negative evidence in the various jurisdictions in which we operate related to the likelihood of realization of the deferred tax assets to determine, based on the weight of available evidence, whether it is more likely than not that some or all of the deferred tax assets will not be realized. During the year ended January 31, 2026, we achieved cumulative U.S. income, measured as pre-tax income adjusted for permanent book-tax differences. Based on all available positive and negative evidence, including the amount of our taxable income in recent years which is objective and verifiable, and taking into account anticipated future taxable earnings, we concluded that it was more likely than not that our U.S. federal and certain state deferred tax assets will be realizable, which resulted in a release of our U.S. valuation allowance, with the exception of certain state deferred tax assets that will not be realized in the future. Furthermore, based on available evidence, we believe it is more likely than not that certain non-U.S. deferred tax assets will not be fully realizable in the future. We continue to maintain a valuation allowance against such deferred tax assets. We will continue to monitor the need for a valuation allowance against our deferred tax assets on a quarterly basis.

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Non-GAAP Financial Measures

In addition to our results determined in accordance with United States generally accepted accounting principles (“U.S. GAAP” or “GAAP”), we believe the following non-GAAP financial measures are useful in evaluating our operating performance. We use the below referenced non-GAAP financial information, collectively, to evaluate our ongoing operations and for internal planning and forecasting purposes. We believe that non-GAAP financial information, when taken collectively, may be helpful to investors because it provides consistency and comparability with past financial performance and assists in comparisons with other companies, some of which use similar non-GAAP financial information to supplement their U.S. GAAP results. The non-GAAP financial information is presented for supplemental informational purposes only, should not be considered a substitute for financial information presented in accordance with U.S. GAAP, and may be different from similarly-titled non-GAAP measures used by other companies. The principal limitation of these non-GAAP financial measures is that they exclude significant expenses that are required by U.S. GAAP to be recorded in our financial statements. In addition, they are subject to inherent limitations as they reflect the exercise of judgment by our management about which expenses are excluded or included in determining these non-GAAP financial measures. A reconciliation is provided below for each non-GAAP financial measure to the most directly comparable financial measure stated in accordance with U.S. GAAP.

Specifically, we exclude the following from historical and prospective non-GAAP financial measures, as applicable:

Stock-based compensation: PagerDuty utilizes stock-based compensation to attract and retain employees. It is principally aimed at aligning their interests with those of its stockholders and at long-term retention, rather than to address operational performance for any particular period. As a result, stock-based compensation expenses vary for reasons that are generally unrelated to financial and operational performance in any particular period.

Employer taxes related to employee stock transactions: PagerDuty views the amount of employer taxes related to its employee stock transactions as an expense that is dependent on its stock price, employee exercise and other award disposition activity, and other factors that are beyond PagerDuty’s control. As a result, employer taxes related to employee stock transactions vary for reasons that are generally unrelated to financial and operational performance in any particular period.

Amortization of acquired intangible assets: PagerDuty views amortization of acquired intangible assets as items arising from pre-acquisition activities determined at the time of an acquisition. While these intangible assets are evaluated for impairment regularly, amortization of the cost of purchased intangibles is an expense that is not typically affected by operations during any particular period.

Acquisition-related expenses: PagerDuty views acquisition-related expenses, such as transaction costs, acquisition-related retention payments, and acquisition-related asset impairment, as events that are not necessarily reflective of operational performance during a period. In particular, PagerDuty believes the consideration of measures that exclude such expenses can assist in the comparison of operational performance in different periods which may or may not include such expenses.

Amortization of debt issuance costs: The imputed interest rates of the Company's convertible senior notes (the "2025 Notes" and the "2028 Notes" or, collectively, the "Notes") was approximately 1.91% for the 2025 Notes and 2.13% for the 2028 Notes. This is a result of the debt issuance costs, which reduce the carrying value of the convertible debt instruments. The debt issuance costs are amortized as interest expense. The expense for the amortization of the debt issuance costs is a non-cash item, and we believe the exclusion of this interest expense will provide for a more useful comparison of our operational performance in different periods.

Restructuring costs: PagerDuty views restructuring costs, such as employee severance-related costs, as events that are not necessarily reflective of operational performance during a period. In particular, PagerDuty believes the consideration of measures that exclude such expenses can assist in the comparison of operational performance in different periods which may or may not include such expenses.

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Shareholder matters: PagerDuty views certain charges, including third-party legal, consulting, and advisory fees, related to shareholder activity that are outside of the ordinary course of our business and expenses related to a cooperation agreement as events that are not necessarily reflective of operational performance during a period. PagerDuty believes that such charges do not have a direct correlation to the operations of the Company’s business and may vary in size depending on the timing, results, and resolution of such shareholder matters. The consideration of measures that exclude such expenses can assist in the comparison of operational performance in periods which may or may not include such expenses.

Adjustment attributable to redeemable non-controlling interest: PagerDuty adjusts the value of redeemable non-controlling interest of its joint venture PagerDuty K.K. according to the operating agreement. PagerDuty believes this adjustment is not reflective of operational performance during a period and exclusion of such adjustments can assist in comparison of operational performance in different periods.

Income tax effects and adjustments: Based on PagerDuty’s financial outlook for fiscal 2027, PagerDuty is utilizing a projected non-GAAP tax rate of 20%. For fiscal 2026, PagerDuty used a projected non-GAAP tax rate of 22%. PagerDuty uses a projected non-GAAP tax rate in order to provide better consistency across the interim reporting periods by eliminating the impact of non-recurring and period specific items, which can vary in size and frequency. PagerDuty's estimated tax rate on non-GAAP income is determined annually and may be adjusted during the year to take into account events or trends that PagerDuty believes materially impact the estimated annual rate including, but not limited to, significant changes resulting from tax legislation, material changes in the geographic mix of revenue and expenses and other significant events.

Non-GAAP gross profit and non-GAAP gross margin

We define non-GAAP gross profit as gross profit excluding the following expenses typically included in cost of revenue: stock-based compensation expense, employer taxes related to employee stock transactions, amortization of acquired intangible assets, and restructuring costs. We define non-GAAP gross margin as non-GAAP gross profit as a percentage of revenue.

The following table presents the calculation of non-GAAP gross profit and non-GAAP gross margin for the periods indicated (in thousands):


	Three months ended April 30,
	2026			2025
Gross profit	$	101,947		$	100,621
Add:
Stock-based compensation	849			1,097
Employer taxes related to employee stock transactions	11			38
Amortization of acquired intangible assets	320			1,273
Restructuring costs	332			—
Non-GAAP gross profit	$	103,459		$	103,029

Revenue	$	120,967		$	119,805
Gross margin	84.3		%	84.0		%
Non-GAAP gross margin	85.5		%	86.0		%

Non-GAAP operating income and non-GAAP operating margin

We define non-GAAP operating income as income (loss) from operations excluding stock-based compensation expense, employer taxes related to employee stock transactions, amortization of acquired intangible assets, acquisition-related expenses, restructuring costs, and shareholder matters, which are not necessarily reflective of operational performance during a given period. We define non-GAAP operating margin as non-GAAP operating income as a percentage of revenue.

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The following table presents the calculation of non-GAAP operating income and non-GAAP operating margin for the periods indicated (in thousands):


	Three months ended April 30,
	2026			2025
Income (loss) from operations	$	9,183		$	(10,327)
Add:
Stock-based compensation	17,963			25,753
Employer taxes related to employee stock transactions	226			718
Amortization of acquired intangible assets	940			1,906
Acquisition-related expenses	—			228
Restructuring costs	1,431			3,811
Shareholder matters	—			2,270

Non-GAAP operating income	$	29,743		$	24,359

Revenue	$	120,967		$	119,805
Operating margin	7.6		%	(8.6)		%
Non-GAAP operating margin	24.6		%	20.3		%

Non-GAAP net income attributable to PagerDuty, Inc. common stockholders

We define non-GAAP net income attributable to PagerDuty, Inc. common stockholders as net income (loss) attributable to PagerDuty, Inc. common stockholders excluding stock-based compensation expense, employer taxes related to employee stock transactions, amortization of debt issuance costs, amortization of acquired intangible assets, acquisition-related expenses, restructuring costs, shareholder matters, adjustment attributable to redeemable non-controlling interest, and income tax effects and adjustments, which are not necessarily reflective of operational performance during a given period.

The following table presents the calculation of non-GAAP net income attributable to PagerDuty, Inc. common stockholders for the periods indicated (in thousands):


	Three months ended April 30,
	2026		2025
Net income (loss) attributable to PagerDuty, Inc. common stockholders	$	10,246	$	(6,497)
Add:
Stock-based compensation	17,963		25,753
Employer taxes related to employee stock transactions	226		718
Amortization of debt issuance costs	595		677
Amortization of acquired intangible assets	940		1,906
Acquisition-related expenses	—		228
Restructuring costs	1,431		3,811
Shareholder matters	—		2,270


Adjustment attributable to redeemable non-controlling interest	(4,963)		(665)
Income tax effects and adjustments	(616)		(5,522)
Non-GAAP net income attributable to PagerDuty, Inc. common stockholders	$	25,822	$	22,679

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Free cash flow

We define free cash flow as net cash provided by operating activities, less cash used for purchases of property and equipment and capitalization of software costs. In addition to the reasons stated above, we believe that free cash flow is useful to investors as a liquidity measure because it measures our ability to generate or use cash in excess of our capital investments in property and equipment in order to enhance the strength of our balance sheet and further invest in our business and potential strategic initiatives. A limitation of the utility of free cash flow as a measure of our liquidity is that it does not represent the total increase or decrease in our cash balance for the period. We use free cash flow in conjunction with traditional U.S. GAAP measures as part of our overall assessment of our liquidity, including the preparation of our annual operating budget and quarterly forecasts and to evaluate the effectiveness of our business strategies. There are a number of limitations related to the use of free cash flow as compared to net cash provided by operating activities, including that free cash flow includes capital expenditures, the benefits of which are realized in periods subsequent to those when expenditures are made.

The following table presents the calculation of free cash flow for the periods indicated (in thousands):


	Three months ended April 30,
	2026		2025
Net cash provided by operating activities	$	44,283	$	30,670
Purchases of property and equipment	(965)		(441)
Capitalization of software costs	(2,126)		(1,243)
Free cash flow	$	41,192	$	28,986
Net cash used in investing activities	$	(5,073)	$	(1,682)
Net cash used in financing activities	$	(67,608)	$	(3,955)

Liquidity and Capital Resources

Sources and Uses of Liquidity

As of April 30, 2026, our principal sources of liquidity were cash and cash equivalents and investments totaling $444.0 million. We believe that our existing cash and cash equivalents, investments, and net cash generated from our operating activities will be sufficient to support working capital and capital expenditure requirements for at least the next 12 months. Since inception, we have financed operations primarily through sales of our cloud-hosted software subscriptions, net proceeds received from sales of equity securities, and the issuance of our 2028 Notes. We believe we will meet long-term expected future cash requirements and obligations through a combination of cash flows from operating activities and available cash and short-term investment balances.

Debt and Financing Arrangements

Refer to Note 9. Debt and Financing Arrangements, in the notes to our unaudited condensed consolidated financial statements included in this Quarterly Report on Form 10-Q for discussion of our debt arrangements, including the timing of expected maturity of such arrangements. The $57.5 million principal of our 2025 Notes was repaid by us in cash at maturity during the year ended January 31, 2026.

Deferred Revenue

A significant majority of our customers pay in advance for our cloud-hosted and term-license software subscriptions. Therefore, a substantial source of our cash is from our deferred revenue, which is included in the liabilities section of our condensed consolidated balance sheet. Deferred revenue consists of the unearned portion of customer billings, which is recognized as revenue in accordance with our revenue recognition policy. As of April 30, 2026, we had deferred revenue of $243.4 million, of which $240.6 million was recorded as a current liability and expected to be recorded as revenue in the next 12 months, provided all other revenue recognition criteria are met.

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Share Repurchase Programs

In March 2025, we announced that our Board of Directors approved a share repurchase program (the “2025 Share Repurchase Program”) for the repurchase of shares of our common stock in an aggregate amount of up to $150.0 million. In August 2025, our Board of Directors approved an additional $50.0 million under the 2025 Share Repurchase Program, thus allowing for the repurchase of shares of the Company’s common stock in an aggregate amount of up to $200.0 million. No other changes were made to the program. The 2025 Share Repurchase Program did not obligate us to acquire a specified number of shares, and could be suspended, modified, or terminated at any time, without prior notice. During the three months ended April 30, 2026, we repurchased 8,532,838 shares of common stock through open market purchases at an average per share price of $7.40, completing the 2025 Share Repurchase Program, and retired 8,896,106 shares, which includes 363,268 which remained on the consolidated balance sheet as of January 31, 2026. Under the 2025 Share Repurchase Program, we repurchased a total of 18,606,569 shares of common stock through open market purchases at an average per share price of $10.75 for a total repurchase price of $200.0 million. As of April 30, 2026, all repurchased shares have been retired.

Future Contractual Obligations

Our estimated future obligations as of April 30, 2026 include both current and long-term obligations. Our debt obligations total $396.3 million, all of which is long-term. Additionally, we had $1.0 million of irrevocable standby letters of credit outstanding which were fully collateralized by our restricted cash, all of which represents a long-term cash obligation. Under our operating leases, we had a current obligation of $5.2 million and a long-term obligation of $11.2 million. Operating lease obligations primarily represent the initial contracted term for leases that have commenced as of April 30, 2026, not including any future optional renewal periods.

Effect of Exchange Rates

Our changes in cash can be impacted by the effect of fluctuating exchange rates. Foreign exchange had a negative effect on cash in the three months ended April 30, 2026, decreasing our total cash balance by $0.1 million as of April 30, 2026 and a positive effect on cash in the three months ended April 30, 2025, increasing our total cash balance by $0.3 million as of April 30, 2025.

Cash Flow Information

The following table sets forth our cash flows for the periods indicated (in thousands):


	Three months ended April 30,
	2026		2025		$ Change
Net cash provided by operating activities	$	44,283	$	30,670	$	13,613
Net cash used in investing activities	(5,073)		(1,682)		(3,391)
Net cash used in financing activities	(67,608)		(3,955)		(63,653)
Effects of foreign currency exchange rates on cash, cash equivalents, and restricted cash	(124)		335		(459)
Net change in cash, cash equivalents, and restricted cash	$	(28,522)	$	25,368	$	(53,890)

Operating Activities

Net cash provided by operating activities improved, primarily due to improvements in our operating income (loss) performance due to the 1.0% increase in revenue, along with a 16.4% decrease in operating expenses. Cash provided by operating activities is subject to variability period-over-period as a result of timing differences, including with respect to the collection of receivables and payments of accounts payable, and other items.

Investing Activities

Net cash used in investing activities increased, primarily due to a decrease in proceeds from maturities of available-for-sale investments, offset by an increase in purchases of available-for-sale investments.

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Financing Activities

Net cash used in financing activities increased, primarily due to an increase in repurchases of common stock, a decrease in proceeds of issuance from common stock upon exercise of stock options, and a decrease in employee payroll taxes related to the net share settlement of restricted stock units.

Off-Balance Sheet Arrangements

Indemnification Agreements

See Note 10. Commitments and Contingencies, in the notes to our unaudited condensed consolidated financial statements included in this Quarterly Report on Form 10-Q for a description of our indemnification agreements.

Letters of Credit

We had $1.0 million of irrevocable standby letters of credit outstanding as of April 30, 2026. Letters of credit are primarily used as a form of security deposits for the spaces we lease.

Critical Accounting Estimates

For a description of our critical accounting estimates, refer to Part II, Item 7, Critical Accounting Estimates in our Annual Report on Form 10-K for the year ended January 31, 2026. There have been no material changes to our critical accounting estimates since our Annual Report on Form 10-K for the year ended January 31, 2026 .

Recent Accounting Pronouncements

See Note 2. Summary of Significant Accounting Policies, in the notes to our unaudited condensed consolidated financial statements included in this Quarterly Report on Form 10-Q for a description of recently adopted accounting pronouncements and recently issued accounting pronouncements not yet adopted.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

There have been no material changes in our market risk from the information provided in Part II, Item 7A, Quantitative and Qualitative Disclosures About Market Risk, in our Annual Report on Form 10-K for the year ended January 31, 2026.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) are designed to ensure that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms, and that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure.

Our management, with the participation and supervision of our chief executive officer and our chief financial officer, have evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on such evaluation, our chief executive officer and chief financial officer have concluded that as of such date, our disclosure controls and procedures were, in design and operation, effective at a reasonable assurance level.

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Limitations on the Effectiveness of Controls

The effectiveness of any system of internal control over financial reporting, including ours, is subject to inherent limitations, including the exercise of judgment in designing, implementing, operating, and evaluating the controls and procedures, and the inability to eliminate misconduct completely. Accordingly, in designing and evaluating the disclosure controls and procedures, management recognizes that any system of internal control over financial reporting, including ours, no matter how well designed and operated, can only provide reasonable, not absolute assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs. Moreover, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. We intend to continue to monitor and upgrade our internal controls as necessary or appropriate for our business but cannot assure you that such improvements will be sufficient to provide us with effective internal control over financial reporting.

Changes in Internal Controls Over Financial Reporting

There were no changes in our internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the quarter ended April 30, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II. OTHER INFORMATION

Item 1. Legal Proceedings

From time to time, we are involved in various legal proceedings arising from the normal course of business activities. We are not presently a party to any litigation the outcome of which, we believe, if determined adversely to us, would individually or taken together have a material adverse effect on our business, operating results, cash flows, or financial condition.

Item 1A. Risk Factors

Our business involves significant risks, some of which are described below. You should carefully consider the following risks, together with all of the other information in this Quarterly Report on Form 10-Q, including our condensed consolidated financial statements and the related notes thereto included elsewhere in this Quarterly Report on Form 10-Q. Any of the following risks could have an adverse effect on our business, results of operations, financial condition or prospects, and could cause the trading price of our common stock to decline. Our business, results of operations, financial condition or prospects could also be harmed by risks and uncertainties not currently known to us or that we currently do not believe are material.

Other than the risk factors below, there have been no material changes from the risk factors described in Part I. Item 1A., “Risk Factors” in our Annual Report on Form 10-K for year ended January 31, 2026:

If we lose key members of our management team or are unable to attract and retain executives and employees we need to support our operations and growth, our business may be harmed.

Our success and future growth depend upon the continued services of our management team and other key employees. From time to time, there may be changes in our management team resulting from the hiring or departure of executives and key employees, which could disrupt our business. Our senior management and key employees are employed on an at-will basis. We currently do not have “key person” insurance on any of our employees. Certain of our key employees have been with us for a long period of time and have fully vested stock options or other long-term equity incentives that may become valuable and may be sold in the public markets, generating significant proceeds, which may reduce their motivation to continue to work for us. The loss of one or more of our senior management, or other key employees could harm our business, and we may not be able to find adequate replacements. In May 2026, we announced the succession of our Chief Executive Officer, Jennifer Tejada, and the appointment of a new Chief Executive Officer, John DiLullo. Additionally, in November 2025, we announced the planned retirement of Howard Wilson, our Chief Financial Officer, and are conducting a search for a successor. While we are taking steps to ensure orderly leadership transitions, any disruption during this process, difficulty attracting a qualified replacement for our Chief Financial Officer, or loss of institutional knowledge could adversely affect our financial operations, internal controls, strategic planning, and investor confidence. Further, such changes may create uncertainty or present challenges related to continuity of our business, preservation of our culture, and our ability to attract and retain highly qualified personnel. We cannot ensure that we will be able to retain the services of any members of our senior management or other key employees, and we cannot ensure that we would be able to timely replace members of our senior management or other key employees should any of them depart.

Item 2. Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities

Unregistered Sales of Equity Securities

None.

Use of Proceeds

None.

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Issuer Purchases of Equity Securities

The following table presents information with respect to our repurchases of common stock during the three months ended April 30, 2026:


Period	Total number of shares purchased(1)	Average price paid per share(2)		Total number of shares purchased as part of publicly announced program(1)	Approximate dollar value of shares that may yet be purchased under publicly announced program (in thousands)(1)
February 1 - 28, 2026	4,694,162	$	7.48	4,694,162	28,021
March 1 - 31, 2026	3,838,676	$	7.30	3,838,676	—
April 1 - 30, 2026	—	$	—	—	—
Total	8,532,838			8,532,838

(1) In March 2025, our Board of Directors authorized a stock repurchase program of up to $150.0 million of our common stock, which was subsequently increased to $200.0 million in August 2025. Share repurchases under share repurchase program may be made from time to time on the open market, pursuant to Rule 10b5-1 trading plans, or other legally permissible means. The share repurchase program does not obligate us to acquire a specified number of shares, and may be suspended, modified, or terminated at any time, without prior notice. The number of shares to be repurchased will depend on market conditions and other factors. The share repurchase program was completed in March 2026, as the dollar value of shares to be repurchased as authorized by the Board of Directors was reached. See Note 12. Common Stock and Stockholders’ Equity elsewhere in this Quarterly Report on Form 10-Q for additional information related to share repurchases.

(2) Average price paid per share excludes cash paid for commissions.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

Rule 10b5-1 Trading Arrangements

During the three months ended April 30, 2026, none of the Company’s directors or Section 16 officers adopted or terminated any “Rule 10b5-1 trading arrangement” or any “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 401(a) of Regulation S-K.

Item 6. Exhibits

The following exhibits are filed as part of this report or hereby incorporated by references to filings previously made with the SEC.

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Incorporated by Reference

Exhibit Number

Description

Form

File No.

Exhibit

Filing Date

Filed or Furnished Herewith

3.1

Amended and Restated Certificate of Incorporation of PagerDuty, Inc.

8-K

001-38856

3.1

April 15, 2019

3.2

Amended and Restated Bylaws of PagerDuty, Inc.

8-K

001-38856

3.2

April 15, 2019

10.1

T ransition Agreement for Jennifer Tejada effective May 11 , 2026

10.2

O ffer Letter by and between PagerDuty , Inc. and John Di Lullo

10.3

Sign-On Bonus Letter by and between PagerDuty, Inc. and John DiLullo

10.4

A mended and Restated E mployee Stock Purchase Plan Off ering Document

31.1

Certification of the Chief Executive Officer pursuant to Exchange Act Rule 13a-14 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2

Certification of the Chief Financial Officer pursuant to Exchange Act Rule 13a-14 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1*

Certification of the Chief Executive Officer and the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS

XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

101.SCH

XBRL Taxonomy Extension Schema Document.

101.CAL

XBRL Taxonomy Extension Calculation Linkbase Document.

101.DEF

XBRL Taxonomy Extension Definition Linkbase Document.

101.LAB

XBRL Taxonomy Extension Label Linkbase Document.

101.PRE

XBRL Taxonomy Extension Presentation Linkbase Document.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

* The certifications furnished in Exhibit 32.1 hereto are deemed to accompany this Form 10-Q and will not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, except to the extent that the registrant specifically incorporates it by reference.

† Indicates a management contract or compensatory plan.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


						PAGERDUTY, INC.
						(registrant)

May 28, 2026						/s/ John DiLullo
Date						John DiLullo
						Chief Executive Officer
						(Principal Executive Officer)

May 28, 2026						/s/ Owen Howard Wilson
Date						Owen Howard Wilson
						Chief Financial Officer
						(Principal Financial Officer)

May 28, 2026						/s/ Paul Underwood
Date						Paul Underwood
						Chief Accounting Officer
						(Principal Accounting Officer)

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Date	Price Target	Rating	Analyst
3/13/2026		Outperform → Mkt Perform	William Blair
1/5/2026	$15.00	Outperform → Sector Perform	RBC Capital Mkts
12/2/2025	$12.00	Underperform	BofA Securities
11/26/2025	$15.00	Buy → Hold	Craig Hallum
7/28/2025	$22.00	Hold → Buy	TD Cowen
1/30/2025	$23.00 → $18.00	Buy → Underperform	BofA Securities
12/11/2024	$21.00	Neutral → Underweight	Analyst
7/18/2024	$24.00	Neutral	Goldman

SEC Form 10-Q filed by PagerDuty Inc.

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