PagerDuty (NYSE: PD) director Alex Solomon retires; board now nine members

Rhea-AI Filing Summary

PagerDuty, Inc. reported that Alex Solomon has retired from its Board of Directors effective December 30, 2025, stepping down as a Class II director for personal reasons. The company stated that his resignation was not due to any disagreement regarding its operations, policies, or practices, indicating no underlying business dispute.

Following his departure, the Board size has been reduced to nine members, and the number of Class II directors is now two. PagerDuty plans to add an independent director to the Board in the near future, which would refill the vacancy created by Solomon’s retirement.

8-K Event Classification

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

1 item

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.

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): December 30, 2025

_________________________

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

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 December 30, 2025, Alex Solomon provided notice to PagerDuty, Inc. (the “Company”) that he will retire as a Class II member of the Company’s Board of Directors (the “Board”) effective immediately due to personal reasons. Mr. Solomon’s resignation was not the result of any disagreement on matters relating to the Company’s operations, policies or practices. The size of the Board has been reduced to nine members and the total number of Class II directors is now two members. The Company intends to announce the addition of an independent director to the Board in the near future.

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: December 31, 2025			By:			/s/ Irving Gomez
			Name:			Irving Gomez
			Title:			Vice President, Deputy General Counsel & Secretary

FAQ

What board change did PagerDuty (PD) disclose in this report?

PagerDuty disclosed that Alex Solomon retired from its Board of Directors, effective December 30, 2025, stepping down from his role as a Class II director.

Why did Alex Solomon retire from the PagerDuty (PD) Board?

The company stated that Alex Solomon retired from the Board for personal reasons and confirmed that his resignation was not due to any disagreement over operations, policies, or practices.

How did Alex Solomon’s retirement affect PagerDuty’s (PD) Board size?

After his retirement, the overall Board size was reduced to nine members, and the total number of Class II directors is now two.

Does PagerDuty (PD) plan to replace the retiring director?

Yes. PagerDuty indicated that it intends to announce the addition of an independent director to the Board in the near future to fill the vacancy.

Did PagerDuty (PD) report any disagreement with Alex Solomon?

No. PagerDuty explicitly stated that Alex Solomon’s resignation was not the result of any disagreement related to the company’s operations, policies, or practices.

What director class was affected by the PagerDuty (PD) board change?

The change affected the company’s Class II directors, as Alex Solomon was a Class II member and, after his retirement, there are two Class II directors remaining.