Document

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.

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. ¨

This Registration Statement on Form S-8 is being filed by PagerDuty, Inc. (the “Registrant”) to register (i) 4,753,409 additional shares of Common Stock, par value $0.000005 per share, reserved for issuance under the Registrant's 2019 Equity Incentive Plan and (ii) 950,681 additional shares of Common Stock, par value $0.000005 per share, reserved for issuance under the Registrant's 2019 Employee Stock Purchase Plan.

a.The Registrant’s Annual Report on Form 10-K for the fiscal year ended January 31, 2024, filed with the Commission on March 15, 2024, as amended by that Amendment No. 1 to the Registrant's Annual Report on Form 10-K/A for the fiscal year ended January 31, 2024 filed with the Commission on March 15, 2024 pursuant to Section 13(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

b.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.

c.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.

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) and March 16, 2023 (File No. 333-270609) are hereby incorporated by reference in this Registration Statement to the extent not replaced hereby.

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 18, 2024.

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Jennifer G. Tejada, Owen Howard Wilson, and Shelley Webb, 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.

Signature

Title

Date

/s/ Jennifer G. Tejada

Chief Executive Officer and Director

(Principal Executive Officer)

March 18, 2024

Jennifer G. Tejada

/s/ Owen Howard Wilson

Chief Financial Officer

(Principal Financial Officer)

March 18, 2024

Owen Howard Wilson

/s/ Mitra Rezvan

Vice President, Finance and Corporate Controller (Principal Accounting Officer)

March 18, 2024

Mitra Rezvan

/s/ Teresa Carlson

Director

March 18, 2024

Teresa Carlson

/s/ Sameer Dholakia

Director

March 18, 2024

Sameer Dholakia

/s/ Elena Gomez

Director

March 18, 2024

Elena Gomez

/s/ William Losch

Director

March 18, 2024

William Losch

/s/ Rathi Murthy

Director

March 18, 2024

Rathi Murthy

/s/ Zachary Nelson

Director

March 18, 2024

Zachary Nelson

/s/ Alex Solomon

Director

March 18, 2024

Alex Solomon

/s/ Bonita Stewart

Director

March 18, 2024

Bonita Stewart


Security Type	Security Class Title	Fee Calculation Rule	Amount Registered(1)	Proposed Maximum Offering Price Per Unit	Maximum Aggregate Offering Price		Fee Rate	Amount of Registration Fee
Equity	2019 Equity Incentive Plan Common Stock, par value $0.000005 per share	Rule 457(c) and Rule 457(h)	4,753,409(2)	$23.76(4)	$112,940,997.84		.0001476	$16,670.09
Equity	2019 Employee Stock Purchase Plan Common Stock, par value $0.000005 per share	Rule 457(c) and Rule 457(h)	950,681(3)	$20.20(5)	$19,203,756.20		.0001476	$2,834.48
Total Offering Amounts					$	132,144,754.04		$	19,504.57
Total Fees Previously Paid								—
Total Fee Offsets								—
Net Fee Due								$	19,504.57

(1)Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of common stock (“Common Stock”) of PagerDuty, Inc. (the “Registrant”) that become issuable under the Registrant’s 2019 Equity Incentive Plan (the “2019 Plan”) and the Registrant’s 2019 Employee Stock Purchase Plan (the “2019 ESPP”) by reason of any stock dividend, stock split, recapitalization or other similar transaction.

(2)Represents shares of Common Stock that were automatically added to the shares authorized for issuance under the 2019 Plan on February 1, 2024 pursuant to an “evergreen” provision contained in the 2019 Plan. Pursuant to such provision, the number of shares reserved for issuance under the 2019 Plan automatically increases in an amount equal to (i) 5% of the total number of shares of the Registrant’s capital stock outstanding on the last day of the preceding calendar month or (ii) a lesser number of shares as determined by the Registrant’s board of directors.

(3)Represents shares of Common Stock that were automatically added to the shares authorized for issuance under the 2019 ESPP on February 1, 2024 pursuant to an “evergreen” provision contained in the 2019 ESPP. Pursuant to such provision, the number of shares reserved for issuance under the 2019 ESPP automatically increases in an amount equal to the lesser of (i) 1% of the total number of shares of the Registrant’s capital stock outstanding on the last day of the calendar month before the date of the automatic increase, and (ii) 1,850,000 shares of Common Stock, or (iii) a lower number determined by the Registrant’s board of directors.

(4)Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(h) and 457(c) of the Securities Act. The proposed maximum aggregate offering price per share and proposed maximum aggregate offering price are calculated using the average of the high and low prices of Common Stock as reported on The New York Stock Exchange on March 12, 2024.

(5)Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(h) and 457(c) of the Securities Act. The proposed maximum aggregate offering price per share and proposed maximum aggregate offering price are calculated using the average of the high and low prices of Common Stock as reported on The New York Stock Exchange on March 12, 2024, multiplied by 85%.

We have acted as counsel to PagerDuty, Inc., a Delaware corporation (the “Company”), in connection with the filing by the Company of a registration statement on Form S-8 (the “Registration Statement”) with the Securities and Exchange Commission (the “Commission”) covering the offering of up to 5,704,090 shares (the “Shares”) of the Company’s common stock, par value $0.000005 per share (“Common Stock”), consisting of (a) 4,753,409 shares of Common Stock issuable pursuant to the Company’s 2019 Equity Incentive Plan (the “2019 EIP”), and (b) 950,681 shares of Common Stock issuable pursuant to the Company’s 2019 Employee Stock Purchase Plan (together with the Company’s 2019 EIP, the “Plans”).

In connection with this opinion, we have examined and relied upon (a) the Registration Statement and the related prospectuses, (b) the Company’s certificate of incorporation and bylaws, each as currently in effect, (c) the Plans and (d) such other records, documents, opinions, certificates, memoranda, and instruments as in our judgment are necessary or appropriate to enable us to render the opinion expressed below. We have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to originals of all documents submitted to us as copies, the accuracy, completeness and authenticity of certificates of public officials, and the due authorization, execution and delivery of all documents by all persons other than the Company where authorization, execution and delivery are prerequisites to the effectiveness thereof. As to certain factual matters, we have relied upon a certificate of an officer of the Company and have not independently verified such matters.

Our opinion is expressed only with respect to the General Corporation Law of the State of Delaware. We express no opinion to the extent that any other laws are applicable to the subject matter hereof and express no opinion and provide no assurance as to compliance with any federal or state securities law, rule or regulation.

On the basis of the foregoing, and in reliance thereon, we are of the opinion that the Shares, when sold and issued in accordance with the Plans, the Registration Statement and the related prospectuses, will be validly issued, fully paid, and nonassessable (except as to shares issued pursuant to deferred payment arrangements, which will be fully paid and nonassessable when such deferred payments are made in full).

This opinion is limited to the matters expressly set forth in this letter, and no opinion should be implied, or may be inferred, beyond the matters expressly stated. This opinion speaks only as to law and facts in effect or existing as of the date hereof and we have no obligation or responsibility to update or supplement this opinion to reflect any facts or circumstances that may hereafter come to our attention or any changes in law that may hereafter occur.

We consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Commission thereunder.

We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the PagerDuty, Inc. 2019 Equity Incentive Plan and PagerDuty, Inc. 2019 Employee Stock Purchase Plan of our reports dated March 15, 2024, with respect to the consolidated financial statements of PagerDuty, Inc. and the effectiveness of internal control over financial reporting of PagerDuty, Inc. included in its Annual Report (Form 10-K/A) for the year ended January 31, 2024, filed with the Securities and Exchange Commission.


Delaware			27-2793871
(State or other jurisdiction of Incorporation or organization)			(I.R.S. Employer Identification No.)


Large accelerated filer ý			Accelerated filer ¨
Non-accelerated filer ¨			Smaller reporting company ¨
			Emerging growth company ¨


David J. Segre Jon C. Avina Calise Y. Cheng Cooley LLP 3175 Hanover Street Palo Alto, California 94304			Shelley Webb PagerDuty, Inc. 600 Townsend St., Suite 200 San Francisco, California 94103 (844) 800-3889


PAGERDUTY, INC.

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