FALSE000156810000015681002024-03-142024-03-14
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K/A
(Amendment No. 1)
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 14, 2024
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PagerDuty, Inc.
(Exact name of Registrant as Specified in Its Charter)
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| Delaware | 001-38856 | 27-2793871 |
(State or Other Jurisdiction
of Incorporation) | (Commission File Number) | (IRS Employer
Identification No.) |
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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)
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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):
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| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ¨ | 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:
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| Title of each class | | Trading symbol(s) | | Name of each exchange on which registered |
| Common Stock, $0.000005 par value | | PD | | 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 2.02 Results of Operations and Financial Condition.
On March 14, 2024, PagerDuty, Inc. (the "Company") furnished a Current Report on Form 8-K that included a press release reporting financial results for the quarter and fiscal year ended January 31, 2024 (the "Original Form 8-K"). The Company is filing this Amendment No. 1 on Form 8-K/A to amend the Original Form 8-K solely to correct the amount shown for General and administrative stock-based compensation expenses for the three months ended January 31, 2024 in the footnote to the Company’s Consolidated Statements of Operations as reflected in the press release attached as Exhibit 99.1 to the Form 8-K. A copy of the corrected press release is furnished as Exhibit 99.1 to this report and incorporated by reference. Other than the correction of the clerical error described in this report, no other changes have been made to the Original 8-K or the press release furnished therewith.
The information in this report and in the press release is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended. The information shall not be deemed incorporated by reference into any other filing with the Securities and Exchange Commission made by PagerDuty, Inc., whether made before or after today’s date, regardless of any general incorporation language in such filing, except as shall be expressly set forth by specific references in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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| Exhibit No. | | Description |
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| 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.
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| | | PagerDuty, Inc. |
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| Dated: March 14, 2024 | | By: | /s/ Shelley Webb | |
| | | | Shelley Webb |
| | | | Senior Vice President and Chief Legal Officer |