Form 8-K

8-K — PagerDuty, Inc.

Accession: 0001140361-26-020610

Filed: 2026-05-11

Period: 2026-05-11

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 — ef20072978_8k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (ef20072978_ex99-1.htm)

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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): May 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,

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:

☐

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, par value $0.000005 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.

On May 11, 2026, PagerDuty, Inc. (the “Company”) announced the

appointment of John DiLullo as the Company’s Chief Executive Officer (“CEO”), effective May 11, 2026 (the “Appointment Date”).

In connection with the Company’s planned leadership transition, Jennifer Tejada, who has served as the CEO of the Company since 2016, will cease to serve as CEO on the Appointment Date. From the Appointment Date until the date on which she no

longer serves in such position (the “Transition Date”), Ms. Tejada will serve as Executive Chair of the Company. Ms. Tejada’s service as Executive Chair will end on the Transition Date,

and from the Transition Date until the Company’s 2027 annual meeting of stockholders (the “2027 Annual General Meeting”), Ms. Tejada will continue to serve as a non-employee member of the

Board of Directors of the Company (the “Board”).

Appointment of Mr. DiLullo as CEO and Appointment as Director

On the Appointment Date, Mr. DiLullo will be appointed as the Company’s CEO and as a member of the Board. Mr. DiLullo will serve as a Class III director of the Company with a term expiring at the Company’s 2028 annual meeting of stockholders and until his successor is duly elected and qualified, or until his

earlier death, resignation or removal.

Mr. DiLullo, 59, is a seasoned public-company leader with a

track record of transforming enterprise software and cybersecurity businesses at critical inflection points. He is a growth-oriented technology executive with more than 25 years of experience leading enterprise software, cloud, and cybersecurity

companies. Mr. DiLullo most recently served as CEO of Deepwatch, Inc., a role he assumed in 2024, until May 2026. From 2022 until 2024, Mr. DiLullo

served as CEO of LiveVox, Inc. From 2021 to 2022, Mr. DiLullo served as Chief Revenue Officer of Forcepoint, LLC, and Mr. DiLullo served as CEO of Lastline, Inc. from 2018 to 2020. He has also held senior leadership roles with Cisco Systems,

Aruba Networks, and Avaya. Mr. DiLullo currently serves as a member of the board of directors of D-Wave Quantum, Inc., as a board advisor to Tetrate.io, and as a member of the Engineering Advisory Board of Villanova University.

Offer Letter and Sign-On Bonus Letter with Mr. DiLullo

In connection with Mr. DiLullo’s appointment as CEO, the Company and Mr. DiLullo entered into an offer letter (the “Offer Letter”) pursuant to which Mr. DiLullo’s annual base salary will be $600,000 and his target annual bonus opportunity will be $600,000 (with his annual bonus with respect to fiscal year

2027 to be prorated and no less than $300,000). Beginning in fiscal year 2028, Mr. DiLullo’s annual bonus will be based solely on achievement of applicable performance metrics. In addition, Mr. DiLullo will be eligible to receive one-time equity

awards with an aggregate target value of $19,000,000, consisting of the following: (a) a restricted stock unit award with a target value of $7,000,000, to be granted on or around Mr. DiLullo’s employment start date and subject to time-based vesting

over four years; (b) a performance restricted stock award with a target value of $7,000,000, to be granted on or around Mr. DiLullo’s employment start date and which is eligible to be earned based on applicable annual performance metrics over a

period of three years, including, for the first year of such award, the Company’s relative total shareholder return (the “PSU Grant”); and (c) two restricted stock unit awards structured

to incentivize sustained increase in the Company’s stock price, each with a target value of $2,500,000, which will be awarded only upon the Company’s achievement of specified stock‑price thresholds, to be granted as soon as practicable following

the period in which the Company’s average stock price, computed over the prior 60-day trading period, reaches $10.00 or $13.00, respectively, subject to time-based vesting over four years following the applicable grant date, and which awards are

eligible to be granted only if the applicable stock price threshold is achieved prior to the third anniversary or the fifth anniversary of the grant date, respectively (the “Market-Based RSU

Grants”).

If Mr. DiLullo’s employment is terminated without cause or for good reason (other than within three months before or 24 months

following a change in control), he would be eligible for (i) a lump sum cash severance amount equal to the product of 1.0 multiplied by the sum of his annual base salary and target annual bonus opportunity, (ii) accelerated vesting of his then

outstanding time-based equity awards with respect to that number of shares equal to 50% of the number of shares originally subject to such equity awards (with performance-based equity awards treated in accordance with the applicable award

agreements), (iii) a prorated amount of his target annual bonus opportunity from the beginning of the Company’s fiscal year until the date of termination, payable in a lump sum, and (iv) subsidized continuation of the health plan benefits for Mr.

DiLullo and his eligible dependents for up to 12 months following the date of termination.

If Mr. DiLullo’s employment is terminated without cause or for good reason within three months before or 24 months following a

change in control, he would be eligible for (i) a lump sum cash severance amount equal to the product of 1.5 multiplied by the sum of his annual base salary and target annual bonus opportunity, (ii) full accelerated vesting and exercisability, as

applicable, of 100% of his then outstanding time-based equity awards, (iii) a lump sum cash payment in respect of the applicable portions of his PSU Grant for which the performance criteria have not previously been determined, determined based on

target levels, (iv) a lump sum cash payment in respect of his Market-Based RSU Grants, determined based on target levels, payable only if the price per share of Company common stock in such change in control transaction equals or exceeds the

relevant threshold price ($10.00 or $13.00), and the change in control transaction occurs before such Market-Based RSU Grants would have otherwise been forfeited, (v) a prorated amount of his target annual bonus opportunity from the beginning of

the Company’s fiscal year until the date of termination, payable in a lump sum, and (vi) subsidized continuation of the health plan benefits for Mr. DiLullo and his eligible dependents for up to 18 months following the date of termination.

The foregoing severance benefits are subject to Mr. DiLullo’s execution of a release of claims in favor of the Company. If a

payment to Mr. DiLullo (whether under the Offer Letter or otherwise) would be subject to Section 280G of the Internal Revenue Code, such payment would be reduced to the extent he would be better off on an after-tax basis.

The Company and Mr. DiLullo entered into a separate letter agreement in respect of Mr. DiLullo’s appointment as CEO providing

for a sign-on bonus of $300,000 (the “Sign-On Bonus Letter”), subject to repayment by Mr. DiLullo as to a prorated portion in the event Mr. DiLullo’s employment is terminated for cause or

without good reason prior to the 12-month anniversary of his start date.

The foregoing description of the Offer Letter and the Sign-On Bonus Letter does not purport to be complete and is qualified in

its entirety by reference to the complete text of the Offer Letter and the Sign-On Bonus Letter, a copy of each of which will be filed with the Company’s Quarterly Report on Form 10-Q for the quarterly period ending April 30, 2026.

Transition Agreement with Ms. Tejada

The Company has entered into a transition agreement (the “Transition

Agreement”) with Ms. Tejada. Pursuant to the Transition Agreement, from the Appointment Date until the Transition Date, Ms. Tejada will serve as Executive Chair of the Company. From the Transition Date until the date of the 2027 Annual

General Meeting, Ms. Tejada will continue to serve as a non-employee member of the Board.

During the Executive Chair period (being the period from the Appointment Date until the Transition Date), Ms. Tejada will

remain eligible to receive her base salary and employee benefits in accordance with her existing offer letter with the Company. Ms. Tejada’s annual bonus for fiscal year 2027 will be prorated through the Appointment Date and paid at the same time

bonuses are paid to other senior executives of the Company, subject to Ms. Tejada’s continued employment through the Appointment Date (unless her employment is earlier terminated by the Company without cause). Ms. Tejada will not be eligible for an

annual bonus or additional equity award grants in respect of her service as Executive Chair. On and after the Transition Date, Ms. Tejada will be eligible to receive compensation in accordance with the Company’s non‑employee director compensation

policy. Ms. Tejada’s outstanding equity awards that remain unvested as of the date of the 2027 Annual General Meeting will vest in full on such date or on an earlier qualifying termination of Ms. Tejada’s employment or service, in recognition of

Ms. Tejada’s continued service through a critical transition period.

Upon termination of Ms. Tejada’s employment on the Transition Date or due to an earlier termination by the Company without

cause, Ms. Tejada would be eligible for the COBRA benefits set forth in her existing offer letter with the Company until the first anniversary of the 2027 Annual General Meeting (or a cash payment in lieu thereof if applicable law would preclude

such benefits). Ms. Tejada will remain eligible to receive the severance set forth in her existing offer letter with the Company in connection with a change in control.

The foregoing description of the Transition Agreement does not purport to be complete and is qualified in its entirety by

reference to the complete text of the Transition Agreement, a copy of which will be filed with the Company’s Quarterly Report on Form 10-Q for the quarterly period ending April 30, 2026.

Item 7.01.

Regulation FD Disclosure.

On May 11, 2026, the Company issued a press release announcing the appointment of Mr. DiLullo as the Company’s CEO and Ms.

Tejada’s transition to Executive Chair of the Company. In the press release, the Company also reaffirmed its outlook for the first quarter and full fiscal year 2027, previously provided on March 12, 2026. A copy of the press release is attached as

Exhibit 99.1 and is incorporated by reference.

The information in this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the

Securities Exchange Act of 1934, as amended, or otherwise subject to liability of that section. The information in this Item 7.01 shall not be incorporated by reference into any filing or other document pursuant to the Securities Act of 1933, as

amended, except as shall be expressly set forth by specific reference in such filing or document.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.

Exhibit

No.

Description

99.1

Press Release, dated May 11, 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.

Dated: May 11, 2026

By:

/s/ Christopher Ferro

Name:

Christopher Ferro

Title:

Chief Legal Officer & Secretary

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: ef20072978_ex99-1.htm · Sequence: 2

Exhibit 99.1

PagerDuty Appoints John DiLullo as Chief Executive Officer

Jennifer Tejada Transitions to Executive Chair of Board of Directors After Serving as CEO Since 2016

John DiLullo Brings Deep Enterprise, Product and Go-to-Market Leadership Experience

to Lead Next Phase of Growth

Company Reaffirms First Quarter and Full Fiscal Year 2027 Guidance

SAN FRANCISCO – May 11, 2026 – PagerDuty (NYSE: PD), the

leader in AI-first operations management, today announced that John DiLullo has been appointed Chief Executive Officer, effective May 11, 2026. DiLullo succeeds Jennifer Tejada, who has served as CEO since 2016 and has transitioned to Executive

Chair of the Board of Directors. DiLullo’s appointment follows a thoughtful and deliberate succession planning process, led by Tejada and the Board. Tejada will work closely with DiLullo to support a seamless leadership transition and continued

execution of the Company’s long-term strategy.

DiLullo is a seasoned executive with more than 25 years of experience leading enterprise software, cloud and cybersecurity companies through periods of

transformation and growth. He has a strong track record of driving operational discipline, scaling innovation, including AI-driven automation, and delivering profitable growth at critical inflection points. Most recently, he served as CEO of

Deepwatch, where he led a comprehensive operational transformation and repositioned the business for sustainable growth. Previously, he served as CEO of the NASDAQ-listed LiveVox, and earlier Lastline, a venture-backed private company, leading both

to successful outcomes.

Over nearly a decade of leadership, Tejada has overseen transformational growth including scaling PagerDuty more than tenfold, increasing revenue from under

$50 million to nearly $500 million, and evolving PagerDuty from a startup into a profitable, global category leader in AI-first operations management. Today, the

Company serves more than 35,000 customers and acts as essential infrastructure for more than half of the Fortune 500 and two-thirds of the Fortune 100. In her time as CEO and Chair of the Board, Tejada has played a vital role in shaping the

industry, establishing PagerDuty as a category leader while bringing enterprise resilience and digital operations maturity to the C-suite and the boardroom. During her tenure, Tejada oversaw multiple major milestones, including the Company’s IPO in

2019, international expansion across APAC, EMEA, Japan and the U.S. public sector, and the continued evolution of PagerDuty from a single cloud application to an enterprise-grade AI-first operations platform and leading ecosystem, establishing a

strong foundation for long-term profitable growth.

“Leading PagerDuty over the past decade has been an extraordinary journey and the highlight of my career,” said Tejada. “I’ve been fortunate to work

alongside an incredibly talented, innovative and dedicated team. Together with our customers, including many of the world’s most important and innovative companies, we’ve built a platform that’s now essential to the world’s mission-critical

operations, establishing our global leadership position. With retention stabilizing, new customer and expansion business accelerating, continued operating margin expansion and momentum in our AI-first Operations Cloud platform, I am confident this

is the right time for this transition, and that John is the right leader to guide PagerDuty through its next phase of growth. In my role as Executive Chair, I look forward to partnering with John, our leadership team and the Board to continue

building on our strong momentum.”

“I am honored to join PagerDuty at such an exciting time in the Company’s journey,” said DiLullo. “I have long admired PagerDuty’s mission and critical role

in digital operations as a customer and a partner and am excited by its growing strength in a world transformed by AI. I look forward to partnering closely with Jenn, the Board, the leadership team and our employees to further build on this

momentum on a strong foundation, and lead the Company through its next phase of growth and innovation. We are entering a period where AI-enabled software development and increasingly complex digital environments will significantly expand the need

for intelligent, real-time operations management. I believe PagerDuty sits at the center of this transformation and is exceptionally well positioned to capitalize on the opportunities ahead.”

“On behalf of the Board, I want to thank Jenn for her outstanding vision, leadership and commitment to PagerDuty and our customers,” said Zach Nelson, the

Board’s Presiding Director. “She has led the transformation of PagerDuty from a small, private startup into a definitive global category leader while playing a key role in shaping the evolution of the technology industry overall, building a brand

and culture centered on customer success, innovation, collaboration and resilience that has earned PagerDuty global recognition. As we celebrate these accomplishments, we are confident this leadership transition positions PagerDuty for success in

its next chapter. Following a rigorous and thoughtful succession process, the Board is delighted to welcome John as our CEO. He stood out as a high-energy, experienced leader with a unique combination of technical expertise and go-to-market

leadership and is exceptionally well-positioned to lead PagerDuty forward. I’ve enjoyed working with Jenn in my role as Presiding Director and look forward to our continued collaboration as she transitions to Executive Chair.”

Company Outlook

The Company also reaffirmed its outlook for the first quarter and full fiscal year 2027, previously provided on March 12, 2026. The Company expects first

quarter total revenue of $118 million to $120 million, and full fiscal year total revenue of $488.5 million to $496.5 million. The Company expects Non-GAAP net income per diluted share of $0.23 - $0.25 for the first quarter (assuming approximately

83 million shares), and $1.23 - $1.28 for the full fiscal year (assuming approximately 81 million shares).

The Company expects to report its first quarter fiscal year 2027 results on May 28, 2026.

About John DiLullo

John DiLullo is a seasoned public-company leader with a track record of transforming enterprise software and cybersecurity

businesses at critical inflection points. He is a growth-oriented technology executive with more than 25 years of experience leading enterprise software, cloud and cybersecurity companies through periods of transformation and growth. John most

recently served as CEO of Deepwatch, where he led a comprehensive operational transformation, improving unit economics, scaling delivery through AI-driven automation and repositioning the company for sustainable, profitable growth. Prior to

Deepwatch, John was CEO of the NASDAQ-traded company LiveVox, where he drove growth and profitability, culminating in the company’s acquisition by NICE Ltd. Earlier, John served as CEO of Lastline, an AI-based threat detection company acquired by

VMware. He has also held senior leadership roles with Cisco Systems, Aruba Networks, Forcepoint and Avaya. John holds two U.S. patents and was a National Science Foundation Fellow at Stanford University. He earned a B.S. in Electrical Engineering

from Villanova University.

About PagerDuty

PagerDuty, Inc. (NYSE: PD) is the global leader in AI-first operations management serving more than 35,000 organizations worldwide. The PagerDuty Operations

Cloud is a comprehensive, multi-product operations cloud platform that sits at the center of the enterprise technology stack. The platform is a system of intelligence and action, ingesting signals from over 700 integrations, to orchestrate the

right response across people, machines and software. Trusted by nearly half of the Fortune 500, half of the Forbes AI 50, and approximately two-thirds of the Fortune 100, PagerDuty is essential to delivering always-on digital experiences for modern

businesses. Learn more and try it for free at www.pagerduty.com.

The PagerDuty Operations Cloud

The PagerDuty Operations Cloud is an AI-first 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.

Forward-Looking Statements

This press release contains “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act

of 1995, including but not limited to, statements regarding our future financial and operational performance and outlook, and strategies, objectives, opportunity, expectations and market positioning. Words such as “expect,” “extend,” “anticipate,”

“should,” “believe,” “hope,” “target,” “project,” “accelerate,” “goals,” “estimate,” “potential,” “predict,” “may,” “will,” “might,” “could,” “intend,” “shall” and variations of these terms or the negative of these terms and similar expressions are

intended to identify these forward-looking statements. Forward-looking statements are subject to a number of risks and uncertainties, many of which involve factors or circumstances that are beyond our control. Our actual results could differ

materially from those stated or implied in forward-looking statements due to a number of factors, including but not limited to, risks and other factors detailed in our Annual Report on Form 10-K filed with the Securities and Exchange Commission

(“SEC”) on March 12, 2026. Additional information will be made available in our other filings and reports that we may file from time to time with the SEC. In particular, the following risks and uncertainties, among others, could cause results to

differ materially from those expressed or implied by such forward-looking statements: our ability to maintain or increase profitability; changes in our senior management; our ability to sustain or increase growth and effectively manage changes in

our business and industry; our ability to attract new customers and retain and sell additional functionality and services to our existing customers; our dependence on a majority of our revenue from a single product; our ability to compete

effectively in an increasingly competitive market; the impact of seasonality on our business; our ability to adapt and respond effectively to rapidly developing technology; our ability to effectively develop and expand our marketing and sales

capacities; our ability to enhance and improve our platform or develop new functionality or use cases; the effect of unfavorable conditions in our industry or the global economy, or reductions in information technology spending, on our business and

results of operations; adverse consequences that could arise as a result of international trade policies, geopolitical developments, and macroeconomic conditions, including tariffs, sanctions, trade barriers and global instability; the accuracy of

our estimates of market opportunity and forecasts of market growth; our assumptions and limitations to which annual recurring revenue and certain other operational data are subject that may cause such metrics to not provide an accurate indication

of actual performance or future results; adverse consequences that could result from any compromise of our information technology systems or those of third parties with whom we work or our data; adverse consequences that could result from any

interruptions or delays in performance of our service; and our ability to maintain the compatibility of our platform with third party applications that our customers use in their businesses.

Past performance is not necessarily indicative of future results. The forward-looking statements included in this press release represent our views as of the date of this

press release. We anticipate that subsequent events and developments will cause our views to change. We undertake no intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events

or otherwise. These forward-looking statements should not be relied upon as representing our views as of any date subsequent to the date of this press release.

Investor Relations Contact:

Paul Underwood

investor@pagerduty.com

Media Contact:

Debbie O'Brien

media@pagerduty.com

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+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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- Definition

Local phone number for entity.

+ References

No definition available.

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

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- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

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- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

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- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

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