PagerDuty, Inc.
For the period ended Jan 31, 2025. Filed Mar 17, 2025.
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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2025 · Filed Mar 17, 2025
PD$15.57-0.6%Stored close · as of Nov 10, 2026
Extracted filing text, with the paragraph anchors used by the comparison.
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Item 15. Exhibits and Financial Statement Schedules
Item 15. Exhibits, Financial Statement Schedules
(a) The following documents are included as part of this Annual Report on Form 10-K.
| Page | |
|---|---|
| Report of Independent Registered Public Accounting Firm | 67 |
| Report of Predecessor Auditor | 69 |
| Consolidated Balance Sheets | 70 |
| Consolidated Statements of Operations | 71 |
| Consolidated Statements of Comprehensive Loss | 72 |
| Consolidated Statements of Stockholders’ Equity | 73 |
| Consolidated Statements of Cash Flows | 74 |
| Notes to Consolidated Financial Statements | 76 |
(b) Exhibits: The exhibits listed in the accompanying index to the exhibits are incorporated by reference or are filed with this Annual Report on Form 10-K, in each case as indicated therein (numbered in accordance with Item 601 of Regulation S-K).
| Incorporated by Reference | |||||
|---|---|---|---|---|---|
| ExhibitNumber · Description · Form · File No. · Exhibit · Filing Date · Filed or Furnished Herewith | |||||
| 2.1 | Agreement and Plan of Reorganization, dated as of September20, 2020, among PagerDuty, Inc., Reef Merger Sub I, Inc., Reef Merger Sub II, LLC, Rundeck, Inc., and Shareholder Representative Services LLC | 8-K | 001-38856 | 2.1 | October 1, 2020 |
| 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 |
| 4.1 | Form of common stock certificate of PagerDuty, Inc. | S-1/A | 333-230323 | 4.1 | April 1, 2019 |
| 4.2 | Description of Securities | 10-K | 001-38856 | 4.3 | March 19, 2020 |
| 4.4 | Indenture, dated as of June 25, 2020, between PagerDuty, Inc. and U.S. Bank National Association, as Trustee | 8-K | 001-38856 | 4.1 | June 25, 2020 |
| 4.5 | Form of Global Note, representing PagerDuty, Inc.’s 1.25% Convertible Senior Notes due 2025 (included as Exhibit A to the Indenture filed as Exhibit 4.4) | 8-K | 001-38856 | 4.2 | June 25, 2020 |
| 4.6 | Indenture, dated as of October 13, 2023, by and between PagerDuty, Inc. and U.S. Bank Trust Company, National Association, as Trustee. | 8-K | 001-38856 | 4.1 | October 13, 2023 |
| 4.7 | Form of Global Note, representing PagerDuty, Inc.’s 1.50% Convertible Senior Notes due 2028 (included as Exhibit A to the Indenture filed as Exhibit 4.1) | 8-K | 001-38856 | 4.2 | October 13, 2023 |
| 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† | Forms of Option Agreement and Restricted Stock Unit Agreement under the 2019 Equity Incentive Plan | 10-Q | 001-38856 | 10.1 | June 5, 2020 |
| 10.3† | PagerDuty, Inc. 2019 Employee Stock Purchase Plan | S-1/A | 333-230323 | 10.3 | March 21, 2019 |
| 10.4† | Form of Performance Stock Unit Agreement under the 2019 Equity Incentive Plan | 10-Q | 001-38856 | 10.1 | June 4, 2021 |
| 10.5† | Form of Indemnification Agreement entered into by and between PagerDuty, Inc. and each director and executive officer | S-1 | 333-230323 | 10.4 | March 15, 2019 |
| 10.7† | Confirmatory Offer Letter by and between PagerDuty, Inc. and Howard Wilson | S-1/A | 333-230323 | 10.6 | April 1, 2019 |
| 10.9† | Offer Letter by and between PagerDuty, Inc. and David Justice | 10-K | 001-38856 | 10.7 | March 19, 2020 |
| 10.11† | PagerDuty, Inc. Cash Incentive Bonus Plan, as amended | 10-K | 001-38856 | 10.11 | March 17, 2022 |
| 10.12† · PagerDuty, Inc. Non-Employee Director Compensation Policy · X | ||||||
|---|---|---|---|---|---|---|
| 10.13 | Form of Confirmation for Capped Call Transactions | 8-K | 001-38856 | 10.1 | June 25, 2020 | |
| 10.14 | Lease Agreement, dated September 17, 2015, between PagerDuty, Inc. and Toda America, Inc., as amended | X | ||||
| 10.15 | Form of Confirmation for Capped Call Transactions | 8-K | 001-38856 | 10.1 | October 13, 2023 | |
| 10.16† | Second Amended and Restated Offer Letter by and between the Company and Jennifer Tejada. | 10-Q | 001-38856 | 10.2 | December 1, 2023 | |
| 10.17† | Amended and Restated Executive Severance and Change in Control Policy | 10-Q | 001-38856 | 10.3 | December 1, 2023 | |
| 10.18† | PagerDuty, Inc. Incentive Compensation Recoupment Policy | 10-K/A | 001-38856 | 10.18 | March 18, 2024 | |
| 16.1 | Letter from Ernst & Young LLP dated April 12, 2024 | 8-K | 001-38857 | 16.1 | April 10, 2024 | |
| 19.1 | Insider Trading Policy | X | ||||
| 21.1 | Subsidiaries of the Registrant | X | ||||
| 23.1 | Consent of PricewaterhouseCoopers LLP | X | ||||
| 23.2 | Consent of Ernst & Young LLP | X | ||||
| 24.1 | Power of Attorney (included on signature page) | X | ||||
| 31.1 | Certification of the Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | X | ||||
| 31.2 | Certification of the Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | X | ||||
| 32.1* | Certification of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | X | ||||
| 101.INS | XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | X | ||||
| 101.SCH | XBRL Taxonomy Extension Schema Document. | X | ||||
| 101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document. | X | ||||
| 101.DEF | XBRL Taxonomy Extension Definition Linkbase Document. | X | ||||
| 101.LAB | XBRL Taxonomy Extension Label Linkbase Document. | X | ||||
| 101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document. | X | ||||
- The certifications furnished in Exhibit 32.1 hereto are deemed to accompany this Annual Report on Form 10-K and will not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, except to the extent that the registrant specifically incorporates it by reference.
† Indicates a management contract or compensatory plan.
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