Item 2.05 Costs Associated with Exit or Disposal Activities



On January 24, 2023, PagerDuty, Inc. (the "Company") announced that as part of
the Company's ongoing actions to drive efficient growth and expand operating
margins, the Company is advancing global scaling initiatives designed to
increase the Company's capacity while improving its cost structure. The changes
include reallocating certain roles and realigning teams to continue to improve
operational resiliency and agility, and rationalizing the Company's real estate
footprint. The immediate impact is a 7% reduction in headcount, as some roles
are eliminated and new roles created in high-talent, lower-cost geographies.

The Company estimates that it will incur non-recurring charges in a range of
$5.0 million to $7.0 million in connection with the headcount reductions,
primarily consisting of severance payments, notice pay (where applicable),
employee benefits contributions and related costs. The Company expects that the
majority of the restructuring charges will be incurred in the fourth quarter of
fiscal 2023 and that the implementation of the headcount reductions, including
cash payments, will be substantially complete by the end of the first quarter of
fiscal 2024.

Potential position eliminations are subject to legal requirements that vary by
jurisdiction, which may extend this process beyond the first quarter of fiscal
2024 in certain cases. The charges that the Company expects to incur are subject
to a number of assumptions, including legal requirements in various
jurisdictions, and actual expenses may differ materially from the estimates
disclosed above.

Concurrent with the Company's efficient growth strategy, the Company is
considering real estate rationalization in line with the distributed nature of
the workforce and a changed use of office facilities. This will include early
termination on specific leases, which will result in one time expenses in a
range of $14.0 million to $16.0 million. The Company expects the majority of
these charges will be incurred in fiscal 2024.

The above information is preliminary and subject to the completion of year-end
financial reporting processes and review. The Company expects to release the
final fourth quarter and fiscal 2023 financial results in more detail and host a
conference call in conjunction with the quarterly earnings release in March
2023.

Forward-Looking Statements



This Current Report on Form 8-K contains forward-looking statements within the
meaning of the "safe harbor" provisions of the Private Securities Litigation
Reform Act of 1995, including, but not limited to, statements related to the
expected benefits of and timing of completion of the restructuring plan and
intention to improve operational resiliency and agility in support of efficient
growth, and the expected costs and charges associated therewith. Words such as
"expects," "intends," "estimates," "designed," "considering," variations of such
words and similar expressions are intended to identify such forward-looking
statements. Forward-looking statements are subject to a number of risks and
uncertainties, many of which involve factors or circumstances that are beyond
our control. Actual results and the timing of events may differ materially from
those contemplated by such forward-looking statements due to a number of factors
that involve substantial known and unknown risks and uncertainties. These risks
and uncertainties include, among other things, the risk that the restructuring
costs and charges may be greater than anticipated; the risk that the Company's
restructuring efforts may adversely affect its ability to recruit and retain
skilled and motivated personnel, and may be distracting to employees and
management; the risk that the restructuring efforts may negatively impact the
Company's business operations and reputation with or ability to serve customers;
the risk that the restructuring efforts may not generate their intended
benefits, including operational resiliency and agility and a more efficient
growth strategy to the extent or as quickly as anticipated; and other risks and
uncertainties included in the reports on Forms 10-K, 10-Q and 8-K and in other
filings we may file with the Securities and Exchange Commission from time to
time. Forward-looking statements should be considered in light of these risks
and uncertainties. Investors and others are cautioned not to place undue
reliance on forward-looking statements. The forward-looking statements included
in this report represent our views as of the date of this report. We undertake
no intention or obligation to update or revise any forward-looking statements,
whether as a result of new information, future events or otherwise. These
forward-looking statements should not be relied upon as representing our views
as of any date subsequent to the date of this filing.

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



On January 24, 2023, the Company announced that Dave Justice has given notice
that he will resign from his position as the Company's Chief Revenue Officer,
effective February, 3, 2023 to pursue other opportunities. Jeremy Kmet,
previously the Company's Senior Vice President, North America Sales and Customer
Acquisition, has been appointed Senior Vice President of Global Field
Operations, reporting into Chair and CEO Jennifer Tejada, effective February 1,
2023.

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A copy of the Company's press release announcing the foregoing changes is attached hereto as Exhibit 99.1.

Item 7.01 Regulation FD Disclosure



On January 24, 2023, the Company issued a press release to publicly reaffirm its
previously announced financial guidance for fiscal year 2023. The release,
furnished with this Current Report on Form 8-K as an exhibit, was posted on the
Company's website (www.pagerduty.com) and distributed to the media through a
newswire service.

This information shall not be deemed "filed" for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), or
incorporated by reference in any filing under the Securities Act of 1933, as
amended, or the Exchange Act, except as expressly set forth by specific
reference in any such filing.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

The following exhibit is provided as part of this report:



Exhibit No.                Description
  99.1                       Press Release Issued by PagerDuty, Inc. dated     January     24    ,
                           2023
104                        Cover Page Interactive Data File (embedded

within the Inline XBRL document)

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