pd-20250430

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, 2025


☐			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						94108
(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 28, 2025, was 92,173,975.

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 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			37
Item 1A. Risk Factors			37
Item 2. Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities			38
Item 3. Defaults Upon Senior Securities			38
Item 4. Mine Safety Disclosures			38
Item 5. Other Information			39
Item 6. Exhibits			40
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:

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

•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;

•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 subscriptions 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 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, 2025, filed with the SEC on March 17, 2025. 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, 2025		January 31, 2025
Assets
Current assets:
Cash and cash equivalents	$	371,828	$	346,460
Investments	225,286		224,366
Accounts receivable, net of allowance for credit losses of $1,106 and $1,103 as of April 30, 2025 and January 31, 2025, respectively	79,655		107,350
Deferred contract costs, current	19,321		19,787
Prepaid expenses and other current assets	17,201		13,757
Total current assets	713,291		711,720
Property and equipment, net	21,931		21,335
Deferred contract costs, non-current	24,846		25,279
Lease right-of-use assets	6,427		6,806
Goodwill	137,401		137,401
Intangible assets, net	18,959		20,865
Other assets	3,943		3,860
Total assets	$	926,798	$	927,266

Liabilities, redeemable non-controlling interest, and stockholders’ equity
Current liabilities:
Accounts payable	$	7,771	$	7,329
Accrued expenses and other current liabilities	18,505		20,322
Accrued compensation	29,276		37,505
Deferred revenue, current	237,076		243,269
Lease liabilities, current	3,584		3,307
Convertible senior notes, net, current	57,500		57,426
Total current liabilities	353,712		369,158
Convertible senior notes, net, non-current	393,866		393,282
Deferred revenue, non-current	2,636		2,483
Lease liabilities, non-current	8,675		9,637
Other liabilities	4,917		4,661
Total liabilities	763,806		779,221

Commitments and contingencies (Note 10)
Redeemable non-controlling interest (Note 3)	17,335		18,217

Stockholders' equity
Common stock	—		—
Additional paid-in capital	748,331		725,483
Accumulated other comprehensive loss	(342)		(485)
Accumulated deficit	(602,332)		(595,170)

Total stockholders’ equity	145,657		129,828
Total liabilities, redeemable non-controlling interest, and stockholders' equity	$	926,798	$	927,266

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,
	2025		2024
Revenue	$	119,805	$	111,172
Cost of revenue	19,184		19,343
Gross profit	100,621		91,829

Operating expenses:
Research and development	34,048		37,523
Sales and marketing	50,045		48,499
General and administrative	26,855		27,540
Total operating expenses	110,948		113,562
Loss from operations	(10,327)		(21,733)

Interest income	6,011		6,980
Interest expense	(2,364)		(2,148)

Other income (expense), net	114		(251)
Loss before provision for income taxes	(6,566)		(17,152)
Provision for income taxes	813		193
Net loss	$	(7,379)	$	(17,345)
Net loss attributable to redeemable non-controlling interest	(217)		(206)
Net loss attributable to PagerDuty, Inc.	$	(7,162)	$	(17,139)
Less: Adjustment attributable to redeemable non-controlling interest	(665)		6,917
Net loss attributable to PagerDuty, Inc. common stockholders	$	(6,497)	$	(24,056)

Weighted average shares used in calculating net loss per share, basic and diluted	91,374		92,876
Net loss per share, basic and diluted, attributable to PagerDuty, Inc. common stockholders	$	(0.07)	$	(0.26)

See accompanying notes to unaudited condensed consolidated financial statements.

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PAGERDUTY, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(in thousands)

(unaudited)


	Three months ended April 30,
	2025		2024
Net loss	$	(7,379)	$	(17,345)
Unrealized gain (loss) on investments	156		(564)
Foreign currency translation adjustments	(13)		62
Total comprehensive loss	$	(7,236)	$	(17,847)
Less: comprehensive loss attributable to redeemable non-controlling interest
Net loss attributable to redeemable non-controlling interest	(217)		(206)

Comprehensive loss attributable to redeemable non-controlling interest	(217)		(206)
Comprehensive loss attributable to PagerDuty, Inc.	$	(7,019)	$	(17,641)

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, 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


	Three months ended April 30, 2024
	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, 2024	95,068,187	$	—	$	774,768	$	(733)	$	(552,435)	(2,331,002)	$	(50,000)	$	171,600
Issuance of common stock upon exercise of stock options	41,875	—		291		—		—		—	—		291
Vesting of restricted stock units and performance stock units, net of employee payroll taxes	489,663	—		(6,552)		—		—		—	—		(6,552)

Other comprehensive loss	—	—		—		(502)		—		—	—		(502)



Stock-based compensation	—	—		33,252		—		—		—	—		33,252
Adjustment to redeemable non-controlling interest	—	—		(6,917)		—		—		—	—		(6,917)
Net loss attributable to PagerDuty, Inc.	—	—		—		—		(17,139)		—	—		(17,139)
Balance as of April 30, 2024	95,599,725	$	—	$	794,842	$	(1,235)	$	(569,574)	(2,331,002)	$	(50,000)	$	174,033

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,
	2025		2024
Cash flows from operating activities:
Net loss attributable to PagerDuty, Inc. common stockholders	$	(6,497)	$	(24,056)
Net loss and adjustment attributable to redeemable non-controlling interest	(882)		6,711
Net loss	(7,379)		(17,345)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization	3,962		5,292
Amortization of deferred contract costs	5,514		5,279
Amortization of debt issuance costs	677		608

Stock-based compensation	25,753		32,940
Non-cash lease expense	379		846
Other	(811)		(1,302)
Changes in operating assets and liabilities:
Accounts receivable	27,610		22,716
Deferred contract costs	(4,579)		(4,805)
Prepaid expenses and other assets	(3,316)		(4,813)
Accounts payable	103		268
Accrued expenses and other liabilities	(1,811)		(3,435)
Accrued compensation	(8,336)		(1,667)
Deferred revenue	(6,411)		(4,423)
Lease liabilities	(685)		(1,512)
Net cash provided by operating activities	30,670		28,647
Cash flows from investing activities:

SEC Form 10-Q filed by PagerDuty Inc.