FALSE000156810000015681002026-01-152026-01-15
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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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): January 15, 2026
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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
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(Commission File Number) |
(IRS Employer
Identification No.) |
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600 Townsend St., Suite 200
San Francisco, California
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94103 |
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(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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Common Stock, $0.000005 par value per share |
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PD |
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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 January 15, 2026, the Board of Directors (the “Board”) of PagerDuty, Inc. (the “Company”) appointed Scott Aronson to the Board, with an effective date of February 9, 2026, as a Class II director, with a term expiring at the 2027 Annual Meeting. In connection with Mr. Aronson’s appointment, the Board approved increasing the size of the Board from nine to ten members and the size of Class II of the Board from two to three members.
The Board has also appointed Mr. Aronson to the Board’s Audit Committee effective February 9, 2026.
There were no arrangements or understandings pursuant to which Mr. Aronson was appointed to the Board and there have been no related party transactions between the Company and Mr. Aronson that would be reportable under Item 404(a) of Regulation S-K promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
Mr. Aronson will be entitled to receive compensation beginning on February 9, 2026, in accordance with the Company’s Non-Employee Director Compensation Policy, a copy of which is attached as Exhibit 10.11 to the Company’s Registration Statement on form S-1/A (333-230323), which was filed with the Securities and Exchange Commission on March 21, 2019. Mr. Aronson will also enter into the Company’s standard form of indemnification agreement, the form of which is attached as Exhibit 10.4 to the Company’s Registration Statement on Form S-1 (333-230323), which was filed with the Securities and Exchange Commission on March 15, 2019.
Item 7.01 Regulation FD Disclosure.
On January 20, 2026, the Company issued a press release announcing the appointment of Mr. Aronson to the Board, effective February 9, 2026. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The information furnished in this Item 7.01, including Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing, except as expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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Description |
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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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Date: January 20, 2026 |
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/s/ Irving Gomez |
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Irving Gomez |
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Vice President, Deputy General Counsel & Secretary |
EX-99.1
2
ex991-8xkxdirectorappointm.htm
EX-99.1
Document
PagerDuty Appoints Scott Aronson to Board of Directors
Former Cloudera COO and VMware Executive Brings Deep Enterprise Operations Expertise as PagerDuty Scales Global Growth
SAN FRANCISCO - Jan. 20, 2026 - PagerDuty, Inc. (NYSE:PD), a global leader in digital operations management, announced today the appointment of Scott Aronson to the company's Board of Directors, with an effective date of February 9, 2026.
“Scott brings exceptional enterprise, go-to-market and operations leadership experience at a pivotal time for PagerDuty,” said Jennifer Tejada, Chairperson and CEO at PagerDuty. “His proven track record scaling global operations at companies like Cloudera and VMware, combined with his deep expertise across the entire technology stack, will be valuable as we accelerate our growth with enterprise customers worldwide. Scott's experience driving multi-billion dollar revenue organizations aligns ideally with our focus on becoming the digital operations technology leader.”
Aronson is an Operating Partner at Stripes, most recently advising innovative SaaS and native AI start-ups focused on the enterprise. He brings over 30 years of experience in the enterprise technology industry, spanning networking, compute, storage, infrastructure software, data, security, and applications. Prior to joining Stripes, Aronson was the Chief Operating Officer of Cloudera. Previously, he held C-level leadership positions at Pivotal Software and Medallia. Earlier in his career, Aronson was one of the early go-to-market leaders at VMware during a transformational growth period.
“PagerDuty is an essential platform for modern enterprises navigating the complexity of digital operations,” said Aronson. “I've seen firsthand across multiple companies and technology stacks how digital operations management transforms business resilience, agility, and performance. PagerDuty's evolution to flexible pricing and its position as the central platform for operations resonates deeply with what enterprises need today. I'm excited to help PagerDuty deliver that value to even more organizations worldwide and support the team in their next phase of growth.”
Aronson's appointment strengthens PagerDuty's Board with operational expertise as the company continues to expand its enterprise footprint and deliver the PagerDuty Operations Cloud platform to leading global organizations.
About PagerDuty
PagerDuty, Inc. (NYSE:PD) is a global leader in digital operations management. The PagerDuty Operations Cloud is an AI-powered platform that empowers business resilience and drives operational efficiency for enterprises. With a generative AI and agentic AI capabilities tightly integrated in the platform, PagerDuty empowers teams to accelerate incident detection through resolution, anticipate issues, and drive continuous improvement across their digital operations. Trusted by nearly half of the Fortune 500, half the Forbes AI 50, and approximately two-thirds of the Fortune 100, PagerDuty is essential for delivering always-on digital experiences to modern businesses. Learn more and try it for free at www.pagerduty.com.
The PagerDuty Operations Cloud
The PagerDuty Operations Cloud is an AI-powered 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, mobilize 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.
Media Contact
Debbie O’Brien
media@pagerduty.com
Investor Contact
investor@pagerduty.com
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