PD Increases Repurchase Program to $200M, Funded from Cash

Rhea-AI Filing Summary

PagerDuty, Inc. disclosed a Board-approved increase to its share repurchase authorization, raising the program to $200 million from the prior $150 million. As of July 31, 2025, $150 million of capacity remained under the earlier program. The expanded Share Repurchase Program permits purchases via open-market transactions, privately negotiated deals, or Rule 10b5-1 plans, will be funded from existing cash balances, and is expected to run through March 13, 2027 unless changed by the Board. The company also furnished a press release with quarterly results as Exhibit 99.1 to the current report; that release is incorporated by reference for informational purposes but is not deemed "filed" under the Exchange Act.

Positive

• Share repurchase authorization increased to $200 million, up from $150 million, expanding capacity for buybacks
• $150 million of capacity remained under the prior program as of July 31, 2025, indicating available room for purchases
• Repurchases funded from existing cash balances, avoiding new debt issuance for buybacks
• Program allows multiple execution methods, including open-market, private transactions, and Rule 10b5-1 plans

Negative

• None.

Insights

Financial Analyst

TL;DR PagerDuty materially increased its buyback authorization, signaling share-return priority and use of cash for repurchases through March 2027.

The Board expanded the repurchase authorization from $150 million to $200 million, with $150 million previously remaining as of July 31, 2025. The company expects to fund repurchases from existing cash balances and may execute via open-market purchases, private transactions, or Rule 10b5-1 plans. For investors, a larger repurchase program can reduce share count over time if executed, but the filing does not disclose timing, targeted volumes, or effects on leverage or liquidity beyond stating cash funding.

Corporate Governance Expert

TL;DR The Board authorized additional buyback capacity and preserved full discretion to modify or suspend the program.

The resolution increases the maximum aggregate repurchase to $200 million and explicitly states it does not obligate the Company to purchase a specific number of shares. Management retains discretion to suspend, modify, or terminate the program, and purchases may be executed under Rule 10b5-1 plans. These governance features are standard and maintain Board and management flexibility while signaling intent to return capital to shareholders.

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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): August 28, 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 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 2.02    Results of Operations and Financial Condition

On September 3, 2025, PagerDuty, Inc. (the "Company") reported financial results for the quarter ended July 31, 2025. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference.

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 8.01 Other Events

On August 28, 2025, the Company’s Board of Directors approved an increase to the Company’s previously announced share repurchase program, authorizing the purchase of up to an aggregate of $200 million of the Company’s common stock (the “Share Repurchase Program”), up from the $150 million authorized in the aggregate by the Board in March 2025 (the “Existing Share Repurchase Program”). $150 million of capacity was remaining under the Existing Share Repurchase Program as of July 31, 2025.

Share repurchases under the Share Repurchase Program may be made from time to time through open market purchases, privately negotiated transactions or other legally permissible means, including pursuant to Rule 10b5-1 trading plans. The Share Repurchase Program does not obligate the Company to acquire a specified number of shares, and may be suspended, modified, or terminated at any time, without prior notice. The number of shares to be repurchased will depend on market conditions and other factors. Repurchases under the Share Repurchase Program are expected to be funded from existing cash balances. The Share Repurchase Program is expected to continue through March 13, 2027, unless extended or shortened by the Board of Directors.

Item 9.01    Financial Statements and Exhibits

(d)    Exhibits

Exhibit No.						Description
99.1						Press Release Issued by PagerDuty, Inc. dated September 3, 2025
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: September 3, 2025			By:			/s/ Irving Gomez
			Name:			Irving Gomez
			Title:			Vice President, Deputy General Counsel & Secretary

FAQ

What change did PagerDuty (PD) announce to its share repurchase program?

The Board increased the authorized aggregate repurchase amount to $200 million, up from $150 million.

How much repurchase capacity remained under the existing program as of July 31, 2025?

$150 million of capacity remained under the Existing Share Repurchase Program as of July 31, 2025.

How will PagerDuty fund share repurchases under the program?

Repurchases are expected to be funded from existing cash balances.

What methods can PagerDuty use to repurchase shares?

Repurchases may be made through open market purchases, privately negotiated transactions, or Rule 10b5-1 trading plans.

How long is the Share Repurchase Program expected to run?

The Share Repurchase Program is expected to continue through March 13, 2027, unless extended or shortened by the Board.