Document

S-8 1 pagerdutys-8xmarch122026ev.htm S-8 Document

As filed with the Securities and Exchange Commission on March 12, 2026

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________________

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

_________________________

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 No.)

600 Townsend St., Suite 200

San Francisco, California 94103

(844) 800-3889

(Address of principal executive offices) (Zip code)

PagerDuty, Inc. 2019 Equity Incentive Plan

PagerDuty, Inc. 2019 Employee Stock Purchase Plan

(Full title of the plan)

_________________________

Jennifer G. Tejada

Chief Executive Officer

PagerDuty, Inc.

600 Townsend St., Suite 200

San Francisco, California 94103

(Name and address of agent for service)

(844) 800-3889

(Telephone number, including area code, of agent for service)

_________________________

Copies to:


David J. Segre Jonie I. Kondracki Wilson Sonsini Goodrich & Rosati, P.C. 650 Page Mill Road Palo Alto, California 94304 (650) 493-9300			Christopher Ferro PagerDuty, Inc. 600 Townsend St., Suite 200 San Francisco, California 94103 (844) 800-3889

_________________________

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 ý			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 7(a)(2)(B) of the Securities Act. ¨

EXPLANATORY NOTE

This Registration Statement on Form S-8 is being filed by PagerDuty, Inc. (the “Registrant”) to register (i) 4,248,974 additional shares of Common Stock, par value $0.000005 per share, reserved for issuance under the Registrant's 2019 Equity Incentive Plan and (ii) 849,794 additional shares of Common Stock, par value $0.000005 per share, reserved for issuance under the Registrant's 2019 Employee Stock Purchase Plan.

PART II

ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents filed by the Registrant with the Securities and Exchange Commission (the “Commission”) are incorporated by reference into this Registration Statement:

a.Pursuant to General Instruction E of Form S-8 regarding Registration of Additional Securities, the contents of the Registration Statements on Form S-8 filed with the Securities and Exchange Commission on April 15, 2019 (File No. 333-230889), March 19, 2020 (File No. 333-237280), March 19, 2021 (File No. 333-254503), March 17, 2022 (File No. 333-263645), March 16, 2023 (File No. 333-270609), March 18, 2024 (File No. 333-278031), and March 17, 2025 (File No. 333-285863) are hereby incorporated by reference in this Registration Statement to the extent not replaced hereby.

b.The Registrant’s Annual Report on Form 10-K for the fiscal year ended January 31, 2026, filed with the Commission on March 12, 2026 (File No. 001-38856) pursuant to Section 13(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

c.The Registrant’s Current Reports on Form 8-K filed with the Commission on January 20, 2026 (File No. 001-38856) (with respect to Item 5.02 only) and February 4, 2026 (File No. 001-38856).

d.The description of the Registrant’s Common Stock which is contained in the Registrant’s Registration Statement on Form 8-A filed on April 2, 2019 (File No. 001-38856) under the Exchange Act of 1934, as amended (the “Exchange Act”), including any amendment or report filed for the purpose of updating such description, including Exhibit 4.3 of the Registrant’s Annual Report on Form 10-K (001-38856) for the year ended January 31, 2020, filed with the SEC on March 19, 2020.

e.All other reports and documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act (other than Current Reports furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits furnished on such form that relate to such items) on or after the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part of this Registration Statement from the date of the filing of such reports and documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed document that also is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

ITEM 8. EXHIBITS

Incorporated by Reference

Exhibit
Number

Description

Form

File No.

Exhibit

Filing Date

Filed 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

5.1

Opinion of Wilson Sonsini Goodrich & Rosati, P.C.

10.1

PagerDuty, Inc. 2019 Equity Incentive Plan, as amended, and forms of agreements thereunder

10-K

001-38856

10.1

March 17, 2022

10.2

PagerDuty, Inc. 2019 Employee Stock Purchase Plan

S-1

333-230323

10.3

March 21, 2019

23.1

Consent of PricewaterhouseCoopers LLP

23.2

Consent of Ernst & Young LLP

23.3

Consent of W ilson Sonsini Goodrich & Rosati, P.C.(included in Exhibit 5.1)

24.1

Power of Attorney (reference is made to the signature page hereto)

107

Filing Fee Table

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S‑8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Francisco, State of California, on March 12, 2026.


PAGERDUTY, INC.

By:			/s/ Jennifer G. Tejada
			Jennifer G. Tejada
			Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Jennifer G. Tejada, Owen Howard Wilson, and Christopher Ferro, and each or any one of them, as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitutes or substitute, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature

Title

Date

/s/ Jennifer G. Tejada

Chief Executive Officer and Director

March 12, 2026

Jennifer G. Tejada

(Principal Executive Officer)

/s/ Owen Howard Wilson

Chief Financial Officer

March 12, 2026

Owen Howard Wilson

(Principal Financial Officer)

/s/ Paul Underwood

Chief Accounting Officer

March 12, 2026

Paul Underwood

(Principal Accounting Officer)

/s/ Scott Aronson

Director

March 12, 2026

Scott Aronson

/s/ Teresa Carlson

Director

March 12, 2026

Teresa Carlson

/s/ Donald J. Carty

Director

March 12, 2026

Donald J. Carty

/s/ Sarah Franklin

Director

March 12, 2026

Sarah Franklin

/s/ Elena Gomez

Director

March 12, 2026

Elena Gomez

/s/ William Losch

Director

March 12, 2026

William Losch

/s/ Rathi Murthy

Director

March 12, 2026

Rathi Murthy

/s/ Zachary Nelson

Director

March 12, 2026

Zachary Nelson

/s/ Bonita Stewart

Director

March 12, 2026

Bonita Stewart

SEC Form S-8 filed by PagerDuty Inc.