Form 8-K

8-K — PagerDuty, Inc.

Accession: 0001568100-26-000040

Filed: 2026-07-14

Period: 2026-07-11

CIK: 0001568100

SIC: 7372 (SERVICES-PREPACKAGED SOFTWARE)

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — pd-20260711.htm (Primary)

EX-99.1 (ex991-8xkxdirectorappointm.htm)

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8-K

8-K (Primary)

Filename: pd-20260711.htm · Sequence: 1

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FALSE000156810000015681002026-07-112026-07-11

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

_________________________

FORM 8-K

_________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 11, 2026

_________________________

PAGERDUTY, INC.

(Exact name of Registrant as Specified in Its Charter)

_________________________

Delaware 001-38856 27-2793871

(State or Other Jurisdiction

of Incorporation) (Commission File Number) (IRS Employer

Identification No.)

600 Townsend St., Suite 200

San Francisco, California

94103

(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))

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Resignation of Elena Gomez as Director

On July 11, 2026, Elena Gomez informed PagerDuty, Inc. (the "Company") of her resignation from the Board of Directors (the “Board”) of the Company and from the audit committee of the Board (the "Audit Committee"), effective July 11, 2026. Ms. Gomez’s resignation was not a result of any disagreement with the Company on any matter relating to the Company’s operations, policies, or practices. The Board expressed its appreciation for Ms. Gomez’s service to the Company and her invaluable contributions to the Board.

Appointment of Alex Shootman as Director

On July 14, 2026, the Board appointed Alex Shootman to the Board to fill the vacancy created by Ms. Gomez's departure, with an effective date of July 14, 2026. Mr. Shootman will serve as a Class I director, with a term expiring at the Company's 2029 Annual Meeting of Stockholders. He will serve until his successor is elected and qualified, or sooner in the event of his death, resignation, or removal.

The Board has also appointed Mr. Shootman to the Audit Committee and the compensation committee of the Board (the "Compensation Committee"), effective July 14, 2026.

There were no arrangements or understandings pursuant to which Mr. Shootman was appointed to the Board and there have been no related party transactions between the Company and Mr. Shootman that would be reportable under Item 404(a) of Regulation S-K promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Mr. Shootman will be entitled to receive compensation beginning on July 14, 2026, in accordance with the Company’s Non-Employee Director Compensation Policy, a copy of which is attached as Exhibit 10.11 to the Company’s Registration Statement on form S-1/A (333-230323), which was filed with the Securities and Exchange Commission on March 21, 2019. Mr. Shootman will also enter into the Company’s standard form of indemnification agreement, the form of which is attached as Exhibit 10.4 to the Company’s Registration Statement on Form S-1 (333-230323), which was filed with the Securities and Exchange Commission on March 15, 2019.

Item 7.01 Regulation FD Disclosure.

On July 14, 2026, the Company issued a press release announcing the resignation of Elena Gomez from the Board and the appointment of Mr. Shootman to the Board. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The information furnished in this Item 7.01, including Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing, except as expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No. Description

99.1

Press Release Issued by PagerDuty, Inc. dated July 14, 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: July 14, 2026

By:

/s/ Christopher Ferro

Name:

Christopher Ferro

Title:

Chief Legal Officer & Secretary

EX-99.1

Filename: ex991-8xkxdirectorappointm.htm · Sequence: 2

Document

Exhibit 99.1

PagerDuty Appoints Alex Shootman to Board of Directors

Veteran Technology Leader and Alkami CEO Brings Deep Experience

Scaling Enterprise Platforms to the PagerDuty Board

SAN FRANCISCO – July 14, 2026 - PagerDuty, Inc. (NYSE: PD), a leader in AI-first operations management, today announced the appointment of Alex Shootman to the company's Board of Directors, with an effective date of July 14, 2026.

Additionally, PagerDuty announced the resignation of Elena Gomez from its Board of Directors to focus on her duties as President and Chief Financial Officer at Toast.

“Alex brings over 25 years of exceptional operating experience to the PagerDuty board,” said John DiLullo, CEO at PagerDuty. “Alex is an ideal addition to the Board at this time based on his expertise building and scaling enterprise SaaS businesses through the most challenging parts of growth. His discipline and experiences are directly relevant as we push deeper into the enterprise market and build lasting value for our customers and shareholders.”

DiLullo continued, “Elena gave nearly eight years to this Board, and PagerDuty is a better company for it. She helped shape PagerDuty from an early-stage pioneer into a leading public enterprise and she leaves us well-positioned for what comes next. Her many contributions will be long-remembered.”

Mr. Shootman is currently the Chief Executive Officer and a member of the Board of Directors of Alkami Technology, Inc. He brings a stellar pedigree of driving enterprise scale and category creation in the SaaS ecosystem. Previously, Mr. Shootman served as President and CEO of Workfront from 2016 through its successful $1.5 billion acquisition by Adobe in 2020. Prior to that, he was President of Worldwide Field Operations at Apptio during a phase of aggressive global expansion, and President of Eloqua, where he helped pioneer market category creation, guided the company through its 2012 IPO, and oversaw its subsequent $900 million sale to Oracle. He has also held executive leadership roles at IBM and BMC Software.

“PagerDuty sits at the very center of modern enterprise resilience, acting as a critical platform in a world transformed by complex, AI-first operations,” said Shootman. “Throughout my career, I’ve focused on scaling platforms that run mission-critical corporate operations, and I know firsthand how essential real-time availability and automation are to the enterprise. PagerDuty's momentum with its platform presents an incredible opportunity for global growth. I look forward to partnering with John, the Board, and the entire leadership team to help guide the company through its next phase of enterprise market leadership.”

Mr. Shootman's appointment strengthens PagerDuty’s corporate governance and operational oversight as the company accelerates its mission to automate and orchestrate the entire incident management lifecycle at scale.

About PagerDuty Inc.

PagerDuty, Inc. (NYSE: PD) is the global leader in AI-first digital operations. By automatically detecting, diagnosing, and remediating issues, the PagerDuty Operations Cloud acts as the central control plane for the modern enterprise – orchestrating AI agents and automated workflows with context from over 750 integrations. Trusted by approximately two-thirds of the Fortune 100 and nearly half of the Fortune 500, PagerDuty is the industry standard for organizations scaling resilient, autonomous operations. Learn more and try it for free at www.pagerduty.com.

The PagerDuty Operations Cloud

The PagerDuty Operations Cloud is an AI-powered platform that automates and orchestrates the entire incident management lifecycle—from detection to resolution, providing resilience at scale. Designed for mission-critical operations, the platform empowers teams to identify and diagnose disruptions in real time, mobilizing the right teams to quickly streamline workflows to solve digital issues before they become incidents. The PagerDuty Operations Cloud is essential for delivering flawless, always-on digital experiences that organizations and consumers expect today.

Media Contact

Debbie O’Brien

media@pagerduty.com

Investor Contact

investor@pagerduty.com

SOURCE PAGERDUTY

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