PagerDuty (NYSE: PD) outlines CFO retirement transition and $475,000 advisor role

Rhea-AI Filing Summary

PagerDuty, Inc. reported that it has entered into a Transition Agreement with its Chief Financial Officer and principal financial officer, Owen Howard Wilson, in connection with his previously disclosed retirement. He is expected to remain in the CFO role until a new CFO’s employment begins, referred to as the Appointment Date.

After the Appointment Date, Mr. Wilson is anticipated to continue as a full-time strategic advisor in a non-officer capacity until no later than February 28, 2027, with an anticipated annual salary of $475,000. His existing equity awards will continue to vest under their current terms, and his employment will remain on an at-will basis. The full Transition Agreement is filed as Exhibit 10.1.

8-K Event Classification

2 items: 5.02, 9.01

2 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

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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): February 1, 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, 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)  

_________________________

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):

¨ 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, $0.000005 par value per share

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 1, 2026, PagerDuty, Inc. (the “Company”) entered into a Transition Agreement (the “Transition Agreement”) with Owen Howard Wilson, the Company’s Chief Financial Officer and principal financial officer (the “CFO”), in connection with his retirement that was previously disclosed in the Company’s Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission on November 25, 2025.

Under the Transition Agreement, it is anticipated that Mr. Wilson will continue in the position of CFO until the commencement of employment of a new CFO (the “Appointment Date”), after which time it is anticipated that Mr. Wilson will continue full-time employment with the Company in a non-officer capacity as a strategic advisor until no later than February 28, 2027. The Transition Agreement provides that, as of the Appointment Date, Mr. Wilson’s annual salary as strategic advisor is anticipated to be $475,000. Mr. Wilson’s equity awards will continue to remain outstanding and vest under the existing terms and conditions set forth in the governing plan documents and option or other applicable equity agreements. Mr. Wilson’s employment with the Company remains “at-will” and may be terminated by the Company or Mr. Wilson at any time.

A copy of the Transition Agreement is attached hereto as Exhibit 10.1 and incorporated herein by reference. The foregoing description of the Transition Agreement is qualified in its entirety by reference to the full text of the Transition Agreement.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.						Description
10.1						Transition Agreement for Owen Howard Wilson effective February 1, 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.
Date: February 4, 2026			By:			/s/ Irving Gomez
			Name:			Irving Gomez
			Title:			Vice President, Deputy General Counsel & Secretary

FAQ

What executive change did PagerDuty (PD) disclose in this 8-K?

PagerDuty disclosed a Transition Agreement with Chief Financial Officer Owen Howard Wilson related to his previously announced retirement. He will stay on as CFO until a new CFO starts, then move into a full-time strategic advisor role until up to February 28, 2027.

How long will PagerDuty’s current CFO remain with the company?

Owen Howard Wilson is expected to remain CFO until the new CFO’s Appointment Date. After that, he is anticipated to continue as a full-time strategic advisor in a non-officer capacity until no later than February 28, 2027, providing continuity during the transition period.

What compensation will PagerDuty’s outgoing CFO receive as strategic advisor?

As strategic advisor, Mr. Wilson’s annual salary is anticipated to be $475,000. This compensation applies after the new CFO’s Appointment Date. In addition, his existing equity awards will continue to remain outstanding and vest according to their current governing plan documents and agreements.

What happens to the equity awards of PagerDuty CFO Owen Howard Wilson?

Mr. Wilson’s equity awards will remain outstanding and continue to vest under the existing terms and conditions of the applicable equity plans and agreements. The Transition Agreement does not change those vesting rules; it preserves the current structure as he moves to the strategic advisor role.

Is Owen Howard Wilson’s employment with PagerDuty guaranteed through 2027?

No, his employment remains at-will, meaning either PagerDuty or Mr. Wilson can terminate the relationship at any time. The Transition Agreement anticipates full-time strategic advisor service until no later than February 28, 2027, but it does not remove the at-will employment status.

Where can investors find the full terms of PagerDuty’s CFO Transition Agreement?

The complete Transition Agreement for Owen Howard Wilson is filed as Exhibit 10.1 to the 8-K. The company notes that the summary is qualified in its entirety by that agreement, which provides the detailed legal and compensation terms governing his transition and advisory role.