UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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FORM 8-K

_________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~February 1~~March 12, 2026

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PAGERDUTY, INC.

(Exact name of Registrant as Specified in Its Charter)

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Delaware	001-38856	27-2793871
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

600 Townsend St., Suite 200 San Francisco, California		94103
(Address of Principal Executive Offices)		(Zip Code)

(844) 800-3889

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

_________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading symbol(s)

Name of each exchange on which registered

Common Stock, $0.000005 par value per share

New York Stock Exchange (NYSE)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 52.02 ~~Departure~~ Results of ~~Directors~~Operations orand ~~Certain~~Financial ~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.~~Condition

On ~~February 1~~ March 12, 2026, PagerDuty, Inc. (the “"Company”") ~~entered~~reported ~~into~~financial aresults ~~Transition~~for ~~Agreement (~~the ~~“Transition~~quarter ~~Agreement”)~~and ~~with~~fiscal ~~Owen~~year ~~Howard~~ended ~~Wilson~~January 31, ~~the~~2026. ~~Company’s~~A ~~Chief~~copy ~~Financial~~of ~~Officer and principal financial officer (~~the ~~“CFO”),~~press inrelease ~~connection~~is ~~with~~furnished ~~his~~as ~~retirement~~Exhibit ~~that~~99.1 ~~was~~to ~~previously~~this ~~disclosed in the Company’s~~ Current Report on Form 8-K ~~filed with the U.S. Securities~~ and ~~Exchange~~incorporated ~~Commission~~by ~~on November 25, 2025~~reference.

~~Under~~The ~~the~~information ~~Transition~~in ~~Agreement,~~this itItem ~~is anticipated that Mr~~2.02 ~~Wilson will continue in the position~~ of ~~CFO~~this ~~until~~Current ~~the~~Report ~~commencement~~on ofForm ~~employment~~8-K, ofincluding aExhibit ~~new~~99.1 ~~CFO~~attached ~~(the “Appointment Date”)~~hereto, ~~after~~is ~~which~~furnished ~~time~~and itshall isnot ~~anticipated~~be ~~that~~deemed ~~Mr.~~“filed” ~~Wilson~~for ~~will~~purposes ~~continue~~of ~~full-time~~Section ~~employment~~18 ~~with~~of the ~~Company~~Securities inExchange aAct ~~non-officer~~of ~~capacity~~1934, as aamended, ~~strategic~~or ~~advisor~~otherwise ~~until~~subject noto ~~later~~the ~~than~~liabilities ~~February~~of ~~28,~~that ~~2027.~~section ~~The~~or ~~Transition~~Sections ~~Agreement~~11 ~~provides~~and ~~that,~~12(a)(2) as of the ~~Appointment~~Securities ~~Date,~~Act ~~Mr.~~of ~~Wilson’s~~1933, ~~annual salary~~ as ~~strategic~~amended. ~~advisor~~The isinformation ~~anticipated~~shall tonot be ~~$475,000.~~deemed ~~Mr.~~incorporated ~~Wilson’s~~by ~~equity~~reference ~~awards~~into ~~will~~any ~~continue~~other tofiling ~~remain~~with ~~outstanding and vest under~~ the ~~existing~~Securities ~~terms~~ and ~~conditions~~Exchange ~~set~~Commission ~~forth~~made inby the ~~governing~~Company, ~~plan~~whether ~~documents~~made ~~and~~before ~~option~~ or ~~other~~after ~~applicable~~today’s ~~equity~~date, ~~agreements.~~regardless ~~Mr.~~of ~~Wilson’s~~any ~~employment~~general ~~with~~incorporation ~~the~~language ~~Company~~in ~~remains~~such ~~“at-will”~~filing, ~~and~~except ~~may~~as shall be ~~terminated~~expressly byset ~~the~~forth ~~Company~~by orspecific ~~Mr.~~references ~~Wilson~~in atsuch ~~any time~~filing.

AItem ~~copy of the Transition Agreement is attached hereto as Exhibit 10~~9.101 Financial Statements and ~~incorporated herein by reference. The foregoing description of the Transition Agreement is qualified in its entirety by reference to the full text of the Transition Agreement.~~ Exhibits

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.						Description
10.1						Transition Agreement for Owen Howard Wilson effective February 1, 2026
99.1						Press Release Issued by PagerDuty, Inc. dated March 12, 2026
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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

	PagerDuty, Inc.
Date: February 4, 2026	By:	/s/ Irving Gomez
Dated: March 12, 2026	By:	/s/ Christopher Ferro
	Name:	~~Irving~~Christopher ~~Gomez~~Ferro
	Title:	~~Vice~~Chief ~~President,~~Legal ~~Deputy~~Officer ~~General Counsel~~ & Secretary

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