PagerDuty, Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrantý Filed by a Party other than the Registranto

Check the appropriate box:

PAGERDUTY, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

Dear Stockholder,

We are pleased to invite you to attend the 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of PagerDuty, Inc. (“PagerDuty” or the “Company”), to be held on Thursday, June 26, 2025, at 2:00 p.m. Pacific Time. The Annual Meeting will be conducted virtually via live audio webcast. You will be able to vote and submit your questions during the meeting by visiting www.virtualshareholdermeeting.com/PD2025 (please have your notice or proxy card in hand when you visit the website). You will not be able to attend the Annual Meeting in person.

The attached Notice of Annual Meeting of Stockholders and Proxy Statement contain details of the business to be conducted at the Annual Meeting.

YOUR VOTE IS IMPORTANT. Whether or not you attend the Annual Meeting, it is important that your shares be represented and voted at the Annual Meeting. Therefore, we urge you to promptly vote and submit your proxy via the Internet, by phone or by mail.

On behalf of the Company's Board of Directors, thank you for your support of and interest in PagerDuty.

Sincerely,

Jennifer Tejada

CEO and Chair of the Board of Directors

Notice of Annual Meeting of Stockholders

Meeting Details

Items of Business

YOUR VOTE IS IMPORTANT. Whether or not you plan to attend the Annual Meeting, we urge you to submit your vote via the Internet, telephone or mail as soon as possible to ensure your shares are represented. For additional instructions for each of these voting options, please refer to the proxy card. Returning the proxy does not deprive you of your right to attend the Annual Meeting and to vote your shares at the Annual Meeting. The Proxy Statement explains proxy voting and the matters to be voted on in more detail.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be Held on June 26, 2025. Our proxy materials, including the Proxy Statement and Annual Report to Stockholders, are being made available on or about May 27, 2025 at the following website: www.proxyvote.com, as well as on our investor relations webpage at https://investor.pagerduty.com in the “Financials” section under “SEC Filings.” We are providing access to our proxy materials over the Internet under the rules adopted by the U.S. Securities and Exchange Commission. A complete list of record stockholders will be available for examination by any stockholder for any purpose germane to the Annual Meeting beginning ten days prior to the meeting. If you would like to view the list, please email us at corpgov@pagerduty.com.

By Order of the Board of Directors,

Your vote is important. To vote your shares, please follow the instructions in the Notice of Internet Availability of Proxy Materials, which is being mailed to you on or about May 27, 2025.

Table of Contents

Executive Summary

This proxy statement (this “Proxy Statement”) and form of proxy are being provided to you in connection with the solicitation of proxies by our Board of Directors (the “Board”) for use at our 2025 Annual Meeting of Stockholders (the “Annual Meeting”), and any postponements, adjournments or continuations thereof. The Annual Meeting will be held on June 26, 2025 at 2:00 p.m. Pacific Time, via live audio webcast at www.virtualshareholdermeeting.com/PD2025. Stockholders of record as of May 12, 2025 (the “Record Date”) are invited to attend the Annual Meeting and are entitled to vote on the proposals described in this Proxy Statement.

The Notice of Internet Availability of Proxy Materials (the “Notice”) containing instructions on how to access this Proxy Statement and our Annual Report on Form 10-K (“Form 10-K”) for the fiscal year ended January 31, 2025 (the “Annual Report”) is first being mailed on or about May 27, 2025 to all stockholders entitled to vote at the Annual Meeting.

Meeting Details

Items of Business

Ways to Vote

Board Nominees / Members

Financial Highlights

(1)Our fiscal year ends on January 31. References to fiscal 2025 refer to the fiscal year ended January 31, 2025.

(2)To supplement our consolidated financial statements, which are prepared and presented in accordance with U.S. GAAP, we use certain non-GAAP financial measures. For a full reconciliation of the U.S. GAAP to non-GAAP financial measures, please see “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations— Non-GAAP Financial Measures” of our Form 10-K filed with the Securities and Exchange Commission on March 17, 2025.

Stockholder Engagement

At our 2024 Annual Meeting of Stockholders, we conducted a non-binding stockholder advisory vote on the compensation of our named executive officers disclosed in our proxy statement filed in fiscal 2025 (commonly referred to as a “Say-on-Pay” vote). Approximately 79.9% of the shares of our common stock represented and entitled to vote on the matter voted to approve, on an advisory basis, the fiscal 2024 compensation of our named executive officers.

Our Board noted that stockholder support for the 2024 Say-on-Pay vote was noticeably lower than the 91.8% support for the 2023 Say-on-Pay vote. In response to the decline in support, our Board and management team led a dedicated effort in the second half of fiscal 2025 to engage with our largest stockholders to discuss topics related to our executive compensation program and their votes on our Say-on-Pay proposal.

Compensation Overview