FY 202
Annual Report
& Proxy Statement
2

Dear Stockholders, 
 
Thank you for your partnership and support over the preceding year. Fiscal year 2022 (FY22) was hallmarked by 
accelerated top line growth with four quarters of high-quality execution, increased velocity of innovation, continued 
category leadership in Incident Response, and growth across new products for Automation, AIOps and Customer 
Service Ops.  
 
We achieved exceptional results across FY22, driven by long-term tailwinds of cloud adoption, DevOps 
transformation, digital acceleration, and the increasing appetite for automation in light of rising costs and a tight 
talent market. PagerDuty’s Operations Cloud, built on the foundation of our digital operations platform and 
extended by our integration ecosystem, is rapidly becoming a standard for modern enterprises. PagerDuty is now the 
strategic platform supporting our customers’ growth strategies, as they advance their digital maturity in service of 
their business and financial goals. 
 
We closed FY22 with total revenue at $281 million, growing 32% year over year compared to 28% in fiscal year 
2021 (FY21). We ended the year with annual recurring revenue (ARR) of $326 million. Over one million users 
across more than 20,000 free and paid customers now place their trust in PagerDuty to drive their digital 
transformation and maintain the integrity of their operations. Our dollar-based net retention remained above our 
target rate of 120% across all four quarters of the fiscal year. 
 
Strong demand and a favorable competitive environment led our customers to adopt multiple products. ARR for 
both Event Intelligence and Automation grew at 70% or more year over year. Customer Service Operations grew at 
an even higher pace, with several high-value deals closed in the second half of FY22. More than 50% of our ARR 
now comes from customers utilizing two or more PagerDuty products. We expect this multi-product trend to 
continue across FY23 as we build on our foundation for durable and sustainable growth. 
 
We also continued to expand significantly with our enterprise customers. In FY22, customers spending more than 
$100,000 in ARR with PagerDuty grew 39% year over year to 594; those spending more than $1,000,000 increased 
to 43, up 65% compared to FY21. We are closing larger and more comprehensive deals, and as PagerDuty 
customers realize rapid time to value, they expand their use of the platform beyond DevOps teams, and upgrade to 
advanced functionality, delivering compounding return on investment. The continued shift towards a digital-first 
orientation across industries creates opportunities for increased penetration within all customer verticals. And as our 
customers deal with increased security threats on their digital infrastructure, PagerDuty remains one of the most 
resilient and reliable platforms at scale.  
 
These results are a testament to the dedication and innovation of PagerDuty’s 950 employees. Our team members 
work each day to earn the continued trust and loyalty of our customers, evidenced by gross renewal rates 
consistently above 95%. We’ve also added key members to our leadership team across Product, Marketing, and 
other departments. International expansion continues to be a key growth driver, including a new office in Lisbon and 
continued traction in other international markets across our APJ and EMEA regions.    
 
As we continue to drive expanded adoption of the PagerDuty Operations Cloud, we deployed new capabilities 
throughout FY22 which extended our Incident Response, AIOps, and Process Automation solutions, including 
growing our integration count to more than 650. We continue to invest in flexible workflow automation which 
provides value across organizations. Our recent acquisition of Catalytic accelerates our product roadmap as we 
integrate a no-code offering to orchestrate and automate time-critical work across less technical business functions,

including sales, marketing, and finance. Across our product portfolio, we are empowering teams with the time and 
efficiency to build the future through innovation in a digital-first world.  
 
We enter FY23 with strong momentum driven by a combination of market focus, innovation leadership, product-
market fit, and an enduring commitment to PagerDuty’s mission, vision, purpose, and company values. As we move 
forward into the new year, we continue to advance our mission to revolutionize operations and build customer trust 
by anticipating the unexpected in an unpredictable world. Our vision for an equitable world where we transform 
critical work guides our strategy, our investments, and our focus on our customers and users.  
 
In April, we released our Annual Impact Report, detailing how we both deepened financial commitments and drove 
impact with our product and employee expertise. We now serve more than 285 non-profit and B Corporation 
customers. In the past year, we have helped mission-driven organizations reach more people, provide services faster 
and more effectively, and impact a greater number of lives. This year, we will build on those efforts by launching 
PagerDuty Impact Labs, applying our core expertise to drive positive change in the world even more directly.  
 
Our market position, product, opportunity, and ability to achieve our goals has never been stronger. Industries and 
workers across the globe are in the midst of a seismic shift in how they prioritize, orchestrate, automate, and 
complete mission-critical work. We believe the PagerDuty Operations Cloud will empower them to accomplish their 
goals, elevate the experience of their customers, and provide working environments that maximize their talent.  
 
Thank you for your continued partnership. 
 
Sincerely, 
 
 
 
Jennifer Tejada 
CEO and Chair of the Board of Directors

Dear Stockholder, 
 
We are pleased to invite you to attend the 2022 Annual Meeting of Stockholders (the “Annual Meeting”) of PagerDuty, Inc. 
(“PagerDuty” or the “Company”), to be held on Wednesday, June 15, 2022, at 4:00 p.m. Pacific Time. The Annual Meeting will 
be conducted virtually via live audio webcast. You will be able to vote and submit your questions during the meeting by visiting 
www.virtualshareholdermeeting.com/PD2022 (please have your notice or proxy card in hand when you visit the website). You 
will not be able to attend the Annual Meeting in person.  
 
The attached Notice of Annual Meeting of Stockholders and Proxy Statement contain details of the business to be 
conducted at the Annual Meeting. 
 
YOUR VOTE IS IMPORTANT. Whether or not you attend the Annual Meeting, it is important that your shares be 
represented and voted at the Annual Meeting. Therefore, we urge you to promptly vote and submit your proxy via the 
Internet, by phone or by mail. 
 
On behalf of the Company's Board of Directors, thank you for your support of and interest in PagerDuty. 
 
Sincerely, 
 
Jennifer Tejada 
CEO and Chair of the Board of Directors

[This page intentionally left blank]

PAGERDUTY, INC. 
600 Townsend St., Suite 200 
San Francisco, California 94103 
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS 
Time and Date 
June 15, 2022 at 4:00 p.m. Pacific Time 
Place 
The Annual Meeting will be conducted virtually via live audio webcast. You will be able to vote 
and submit your questions during the meeting by visiting 
www.virtualshareholdermeeting.com/PD2022. 
Items of Business 
1.
To elect the Board of Directors’ nominees, Elena Gomez, Zachary Nelson and Bonita
Stewart, as Class III directors to hold office until the 2025 Annual Meeting of
Stockholders.
2.
To ratify the selection of Ernst & Young LLP by the Audit Committee of the Board of
Directors as the independent registered public accounting firm of the Company for its
fiscal year ending January 31, 2023.
3.
To conduct an advisory, non-binding vote to approve the compensation of our named
executive officers.
4.
To conduct any other business properly brought before the meeting.
Record Date 
April 19, 2022 (the “Record Date”). Only stockholders of record at the close of business on the 
Record Date are entitled to receive notice of, and to vote at, the Annual Meeting. 
YOUR VOTE IS IMPORTANT. Whether or not you plan to attend the virtual Annual Meeting, we urge you to submit 
your vote via the Internet, telephone or mail as soon as possible to ensure your shares are represented. For additional 
instructions for each of these voting options, please refer to the proxy card. Returning the proxy does not deprive you of your 
right to attend the virtual Annual Meeting and to vote your shares at the Annual Meeting. The Proxy Statement explains proxy 
voting and the matters to be voted on in more detail. 
Important Notice Regarding the Availability of Proxy Materials for the Virtual Annual Meeting to be Held on 
June 15, 2022. Our proxy materials, including the Proxy Statement and Annual Report to Stockholders, are being made 
available on or about May 3, 2022 at the following website: www.proxyvote.com, as well as on our investor relations webpage 
at https://investor.pagerduty.com in the “Financials” section under “SEC Filings.” We are providing access to our proxy 
materials over the Internet under the rules adopted by the U.S. Securities and Exchange Commission. 
By Order of the Board of Directors, 
Irving Gomez 
VP, Assistant Secretary 
San Francisco, California 
May 3, 2022 
Your vote is important. To vote your shares, please follow the instructions in the Notice of Internet Availability of 
Proxy Materials, which is being mailed to you on or about May 3, 2022.

PAGERDUTY, INC. 
PROXY STATEMENT 
FOR THE 2022 ANNUAL MEETING OF STOCKHOLDERS 
TABLE OF CONTENTS 
QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS AND VOTING 
1 
BOARD OF DIRECTORS AND CORPORATE GOVERNANCE 
6 
PROPOSAL 1 ELECTION OF DIRECTORS 
16 
PROPOSAL 2 RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 
17 
PROPOSAL 3 ADVISORY, NON-BINDING VOTE TO APPROVE THE COMPENSATION OF OUR NAMED 
EXECUTIVE OFFICERS 
19 
AUDIT COMMITTEE REPORT 
20 
EXECUTIVE OFFICERS 
21 
COMPENSATION DISCUSSION & ANALYSIS 
22 
EXECUTIVE COMPENSATION 
40 
ADDITIONAL COMPENSATION MATTERS 
53 
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 
54 
TRANSACTIONS WITH RELATED PERSONS AND INDEMNIFICATION 
56 
OTHER MATTERS 
58

PAGERDUTY, INC. 
600 Townsend St., Suite 200 
San Francisco, California 94103 
PROXY STATEMENT 
FOR THE 2022 ANNUAL MEETING OF STOCKHOLDERS 
This proxy statement (this “Proxy Statement”) and form of proxy are being provided to you in connection with the 
solicitation of proxies by our Board of Directors (the “Board”) for use at our 2022 Annual Meeting of Stockholders (the 
“Annual Meeting”), and any postponements, adjournments or continuations thereof. The Annual Meeting will be held on 
June 15, 2022 at 4:00 p.m. Pacific Time, via live audio webcast at www.virtualshareholdermeeting.com/PD2022. Stockholders 
of record as of April 19, 2022 (the “Record Date”) are invited to attend the Annual Meeting and are entitled to vote on the 
proposals described in this Proxy Statement. 
The Notice of Internet Availability of Proxy Materials (the “Notice”) containing instructions on how to access this Proxy 
Statement and our Annual Report on Form 10-K for the fiscal year ended January 31, 2022 (the “Annual Report”) is first being 
mailed on or about May 3, 2022 to all stockholders entitled to vote at the Annual Meeting. 
QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS AND VOTING 
The information provided in the “question and answer” format below addresses certain frequently asked questions but is 
not intended to be a summary of all matters contained in this Proxy Statement. Please read the entire Proxy Statement carefully 
before voting your shares. 
Why did I receive a notice regarding the availability of proxy materials on the Internet? 
Our Board is providing these proxy materials to you in connection with our Board’s solicitation of proxies for use at the 
Annual Meeting, which will take place on June 15, 2022. Stockholders are invited to attend the Annual Meeting and are 
requested to vote on the proposals described in this Proxy Statement. 
All stockholders will have the ability to access the proxy materials via the Internet, including this Proxy Statement and our 
Annual Report, as filed with the Securities and Exchange Commission (the “SEC”) beginning on May 3, 2022. The Notice 
includes information on how to access the proxy materials, how to submit your vote over the Internet or by phone, or how to 
request a paper copy of the proxy materials. This Proxy Statement and the Annual Report are available at www.proxyvote.com. 
If you receive a Notice by mail, you will not receive a printed copy of the proxy materials in the mail unless you specifically 
request these materials. 
Who can vote at the annual meeting? 
Holders of our common stock at the close of business on April 19, 2022, the record date for the Annual Meeting (the 
“Record Date”), are entitled to notice of and to vote at the Annual Meeting. Each stockholder is entitled to one vote for each 
share of our common stock held as of the Record Date. As of the Record Date, there were 87,728,568 shares of common stock 
outstanding and entitled to vote. Stockholders are not permitted to cumulate votes with respect to the election of directors. 
What is the difference between holding shares as a stockholder of record and as a beneficial owner? 
Stockholder of Record: Shares Registered in Your Name. If, at the close of business on the Record Date, your shares were 
registered directly in your name with American Stock Transfer and Trust Company, LLC, our transfer agent, then you are 
considered the stockholder of record with respect to those shares. As the stockholder of record, you have the right to grant your 
voting proxy directly to the individuals listed on the proxy card or to vote on your own behalf at the Annual Meeting. 
Beneficial Owners: Shares Registered in the Name of a Broker, Bank or Other Nominee. If, at the close of business on 
the Record Date, your shares were held in a stock brokerage account or by a bank or other nominee on your behalf, then you are 
considered the beneficial owner of shares held in “street name.” As the beneficial owner, you have the right to direct your 
broker, bank or other nominee how to vote your shares by following the voting instructions your broker, bank or other nominee 
provides. If you do not provide your broker, bank or other nominee with instructions on how to vote your shares, your broker, 
bank or other nominee may, in its discretion, vote your shares with respect to routine matters but may not vote your shares with 
respect to any non-routine matters. For additional information, see “What if I do not specify how my shares are to be voted?” 
below.

2 
Do I have to do anything in advance if I plan to attend the Annual Meeting? 
The Annual Meeting will be a virtual meeting of stockholders, which will be conducted via live audio webcast. You are 
entitled to participate in the Annual Meeting only if you were a holder of our common stock as of the close of business on the 
Record Date or if you hold a valid proxy for the Annual Meeting. 
You will be able to attend the Annual Meeting and submit your questions during the Annual Meeting by visiting 
www.virtualshareholdermeeting.com/PD2022. You also will be able to vote your shares electronically at the Annual Meeting. 
To participate in the Annual Meeting, you will need the control number included on your Notice or proxy card. The live 
audio webcast will begin promptly at 4:00 p.m. Pacific Time. We encourage you to access the meeting prior to the start time. 
Online check-in will begin at 3:45 p.m. Pacific Time, and you should allow ample time for the check-in procedures. 
How can I get help if I have trouble checking in or listening to the meeting online? 
If you encounter any difficulties accessing the virtual meeting during the check-in or meeting time, please call the technical 
support number that will be posted on the Virtual Shareholder Meeting log-in page. 
What am I voting on? 
There are three matters scheduled for a vote: 
•
Election of three Class III directors (Proposal 1);
•
Ratification of selection of Ernst & Young LLP by the Audit Committee of the Board as independent registered
public accounting firm of the Company for its fiscal year ending January 31, 2023 (Proposal 2); and
•
An advisory, non-binding vote to approve the compensation of our named executive officers (Proposal 3).
What if another matter is properly brought before the meeting? 
The Board knows of no other matters that will be presented for consideration at the Annual Meeting. If any other matters 
are properly brought before the meeting, it is the intention of the persons named in the accompanying proxy to vote on those 
matters in accordance with their best judgment. 
How do I vote and what are the voting deadlines? 
Stockholder of Record: Shares Registered in Your Name. If you are a stockholder of record, you can vote in one of the 
following ways: 
•
You may vote via the Internet. To vote via the Internet, go to www.proxyvote.com to complete an electronic
proxy card. You will be asked to provide the control number from the proxy card you receive. Your vote must be
received by 11:59 p.m. Eastern Time on June 14, 2022 to be counted. If you vote via the Internet, you do not need
to return a proxy card by mail.
•
You may vote by telephone. To vote by telephone, dial 1-800-690-6903 (the call is toll-free in the United States
and Canada; toll charges apply to calls from other countries) and follow the recorded instructions. You will be
asked to provide the control number from the proxy card. Your vote must be received by 11:59 p.m., Eastern
Time, on June 14, 2022 to be counted. If you vote by telephone, you do not need to return a proxy card by mail.
•
You may vote by mail. To vote by mail using the proxy card (if you requested paper copies of the proxy materials
to be mailed to you), you need to complete, date and sign the proxy card and return it promptly by mail in the
envelope provided so that it is received no later than June 14, 2022. The persons named in the proxy card will vote
the shares you own in accordance with your instructions on the proxy card you mail.
•
You may vote at the Annual Meeting. To vote at the Annual Meeting, following the instructions at
www.virtualshareholdermeeting.com/PD2022 (have your Notice or proxy card in hand when you visit the
website).
Beneficial Owners: Shares Registered in the Name of a Broker, Bank or Other Nominee. If you are the beneficial owner 
of shares held of record by a broker, bank or other nominee, you will receive voting instructions from your broker, bank or 
other nominee. You must follow the voting instructions provided by your broker, bank or other nominee in order to instruct 
your broker, bank or other nominee how to vote your shares. The availability of Internet and telephone voting options will 
depend on the voting process of your broker, bank or other nominee.

3 
Can I change my vote or revoke my proxy? 
Stockholder of Record: Shares Registered in Your Name. If you are a stockholder of record, you may revoke your proxy 
or change your proxy instructions at any time before your proxy is voted at the Annual Meeting by:  
•
entering a new vote via the Internet or by telephone;
•
signing and returning a new proxy card with a later date;
•
delivering a written revocation to our Secretary at PagerDuty, Inc., 600 Townsend St. Suite 200, San Francisco,
CA 94103, by 11:59 p.m. Eastern Time, on June 14, 2022; or
•
following the instructions at www.virtualshareholdermeeting.com/PD2022.
Beneficial Owners: Shares Registered in the Name of a Broker, Bank or Other Nominee. If you are the beneficial owner 
of your shares, you must contact the broker, bank or other nominee holding your shares and follow their instructions to change 
your vote or revoke your proxy. 
What if I do not specify how my shares are to be voted? 
Stockholder of Record:  If you are a stockholder of record and do not vote by completing your proxy card, by telephone, 
through the Internet, or at the Annual Meeting, your shares will not be voted. 
If you return a signed and dated proxy card or otherwise vote without marking voting selections, your shares will be voted, 
as applicable: “FOR” the election of the three nominees as Class III directors, “FOR” the ratification of Ernst & Young LLP as 
our independent registered public accounting firm for the fiscal year ending January 31, 2023, and “FOR” the approval, on an 
advisory, non-binding basis, of the compensation of our named executive officers, as disclosed in this Proxy Statement. If any 
other matter is properly presented at the meeting, your proxyholder (one of the individuals named on your proxy card) will vote 
your shares using his or her best judgment. 
Beneficial Owners:  Broker non-votes occur when shares held by a broker for a beneficial owner are not voted either 
because (i) the broker did not receive voting instructions from the beneficial owner or (ii) the broker lacked discretionary 
authority to vote the shares. Abstentions represent a stockholder’s affirmative choice to decline to vote on a proposal, and occur 
when shares present at the meeting are marked “abstain.” Broker non-votes and abstentions are counted for purposes of 
determining whether a quorum is present, but have no effect on the outcome of matters voted. 
A broker has discretionary authority to vote shares held for a beneficial owner on “routine” matters without instructions 
from the beneficial owner of those shares. On the other hand, absent instructions from the beneficial owner of such shares, a 
broker is not entitled to vote shares held for a beneficial owner on “non-routine” matters. Brokers, banks or other nominees will 
not have discretionary voting power to vote your shares without your voting instructions on any of the items being considered 
at the Annual Meeting, except for Proposal 2 (ratification of Ernst & Young LLP as our independent registered public 
accounting firm).  
If you are a beneficial owner of shares held in street name, in order to ensure your shares are voted in the way you 
would prefer, you must provide voting instructions to your broker, bank or other agent by the deadline provided in the 
materials you receive from your broker, bank or other agent. 
How are votes counted? 
Votes will be counted by the inspector of election appointed for the Annual Meeting, who will separately count, for the 
proposal to elect directors, votes “For” and “Withhold” and broker non-votes; and, with respect to other proposals, votes “For” 
and “Against,” abstentions and, if applicable, broker non-votes. Broker non-votes have no effect and will not be counted 
towards the vote total for any proposal.

4 
How many votes are needed to approve each proposal? 
The following table summarizes the minimum vote needed to approve each proposal and the effect of abstentions and 
broker non-votes. 
Proposal 
Number 
Proposal Description 
Vote Required 
for Approval 
Effect of 
Abstentions 
Effect of 
Broker Non-
Votes 
1 
Election of Directors 
Nominees receiving the most “For” 
votes; withheld votes will have no 
effect 
No effect 
No effect 
2 
Ratification of the selection of Ernst & 
Young LLP as the Company’s 
independent registered public 
accounting firm for the fiscal year 
ending January 31, 2023. 
“For” votes from the holders of a 
majority of shares present or 
represented by proxy and entitled to 
vote on the matter 
Against 
Not 
applicable(1) 
3 
An advisory, non-binding vote to 
approve the compensation of our 
named executive officers 
“For” votes from the holders of a 
majority of shares present or 
represented by proxy and entitled to 
vote on the matter 
Against 
No effect 
(1) 
This proposal is considered to be a “routine” matter under the New York Stock Exchange (the “NYSE”) rules. Accordingly, if you hold your shares in 
street name and do not provide voting instructions to your broker, bank or other agent that holds your shares, your broker, bank or other agent has 
discretionary authority under NYSE rules to vote your shares on this proposal. 
What is the quorum requirement? 
A quorum of stockholders is necessary to hold a valid meeting. A quorum will be present if stockholders holding a majority 
of the outstanding shares entitled to vote are present virtually during the virtual meeting or represented by proxy. On the record 
date, there were 87,728,568 shares outstanding and entitled to vote. Thus, the holders of at least 43,864,285 shares must be 
present virtually or represented by proxy at the Annual Meeting to have a quorum. 
Your shares will be counted towards the quorum only if you submit a valid proxy (or one is submitted on your behalf by 
your broker, bank or other agent) or if you vote at the Annual Meeting. Abstentions and broker non-votes will be counted 
towards the quorum requirement. If there is no quorum, the holders of a majority of shares present virtually during the meeting 
or represented by proxy may adjourn the meeting to another date. 
 
Why a Virtual-Only Online Meeting? 
 
Conducting the Annual Meeting virtually allows for remote participation and increases the opportunity for all stockholders 
to participate and communicate their views to a much wider audience. Stockholder rights are not affected. Additionally, we use 
software that verifies the identity of each participating stockholder and ensures during the question and answer portion of the 
meeting that they are granted the same rights they would have at an in-person meeting.  
 
Our virtual Annual Meeting allows stockholders to submit questions and comments before and during the Annual Meeting. 
After the Annual Meeting, we will spend up to 15 minutes answering stockholder questions that comply with the rules of 
conduct for the Annual Meeting; which will be posted on the virtual Annual Meeting web portal. If we receive substantially 
similar questions, we will group such questions together and provide a single response to avoid repetition. 
What does it mean if I receive more than one Notice? 
If you receive more than one Notice, your shares may be registered in more than one name or in different accounts. Please 
follow the voting instructions on each of the Notices to ensure that all of your shares are voted. 
I share an address with another stockholder, and we received only one paper copy of the proxy materials. How may I 
obtain an additional copy of the proxy materials? 
 
We have adopted an SEC-approved procedure called “householding.” Under this procedure, we will deliver only one copy 
of our Notice of Internet Availability of Proxy Materials, and for those stockholders that received a paper copy of proxy 
materials in the mail, one copy of our Annual Report to stockholders and this Proxy Statement, to multiple stockholders who 
share the same address (if they appear to be members of the same family) unless we have received contrary instructions from an

5 
affected stockholder. Stockholders who participate in householding will continue to receive separate proxy cards if they 
received a paper copy of proxy materials in the mail. This procedure reduces our printing and mailing costs. Upon written or 
oral request, we will promptly deliver a separate copy of the proxy materials and annual report to any stockholder at a shared 
address to which we delivered a single copy of any of these documents. To receive a separate copy, or, if you are receiving 
multiple copies, to request that we only send a single copy of next year’s proxy materials and annual report, you may contact us 
as follows: 
 
PagerDuty, Inc. 
Attention: Secretary 
600 Townsend St., Suite 200 
San Francisco, CA 94103 
(844) 800-3889 
 
Stockholders who hold shares in street name may contact their brokerage firm, bank, broker-dealer or other nominee to 
request information about householding. 
What happens if the Annual Meeting is postponed or adjourned?  
Your proxy may be voted at the postponed or adjourned Annual Meeting. You will still be able to change your proxy until it 
is voted. Any adjournment of the Annual Meeting can be accessed at the same website listed above and you may vote at any 
postponed or adjourned Annual Meeting using the control number listed in your Notice or proxy card.  
How can I find out the results of the voting at the Annual Meeting? 
Preliminary voting results will be announced at the Annual Meeting. In addition, final voting results will be published in a 
current report on Form 8-K that we expect to file within four business days after the Annual Meeting. If final voting results are 
not available to us in time to file a Form 8-K within four business days after the meeting, we intend to file a Form 8-K to 
publish preliminary results and, within four business days after the final results are known to us, file an additional Form 8-K to 
publish the final results. 
Who is paying for this proxy solicitation? 
We will pay for the entire cost of soliciting proxies. In addition to these proxy materials, our directors and employees may 
also solicit proxies online, by telephone, or by other means of communication. Directors and employees will not be paid any 
additional compensation for soliciting proxies. We will also reimburse brokerage firms, banks and other agents for the cost of 
forwarding proxy materials to beneficial owners. 
When are stockholder proposals and director nominations due for next year’s annual meeting? 
To be considered for inclusion in next year’s proxy materials, your proposal must be submitted in writing by January 3, 
2023, to our Secretary at 600 Townsend St., Suite 200, San Francisco, California 94103, and you must comply with all 
applicable requirements of Rule 14a-8 promulgated under the Securities Exchange Act of 1934, as amended, (the “Exchange 
Act”). Pursuant to our amended and restated bylaws, if you wish to submit a proposal (including a director nomination) at the 
meeting that is not to be included in next year’s proxy materials, you must do so not later than the close of business on March 
17, 2023 and no earlier than the close of business on February 15, 2023; provided, however, that if next year’s annual meeting 
is advanced more than 30 days prior to or delayed by more than 30 days after June 15, 2023, your proposal must be submitted 
not earlier than the close of business on the 120th day prior to such annual meeting and not later than the close of business on 
the 90th day prior to such annual meeting or the 10th day following the day on which public announcement of such meeting is 
first made. You are advised to review our amended and restated bylaws, which contain additional requirements about advance 
notice of stockholder proposals and director nominations.

6 
BOARD OF DIRECTORS AND CORPORATE GOVERNANCE 
Our business is managed under the direction of our Board of Directors (the “Board”), which currently has eight members. 
Six of our directors are independent within the meaning of the independence requirements of the New York Stock Exchange 
(the “NYSE”). Our Board is divided into three classes. Each class consists, as nearly as possible, of one-third of the total 
number of directors, and each class has a three-year term. Vacancies on the Board may be filled only by persons elected by a 
majority of the remaining directors. A director elected by the Board to fill a vacancy in a class, including vacancies created by 
an increase in the number of directors, shall serve for the remainder of the full term of that class and until the director’s 
successor is duly elected and qualified. 
There are three directors in the class whose term of office expires in 2022. Each of the nominees listed below is currently a 
director of the Company. If elected at the Annual Meeting, each of these nominees would serve until the 2025 annual meeting 
and until his or her successor has been duly elected and qualified, or, if sooner, until the director’s death, resignation or 
removal. It is the Company’s policy to encourage directors and nominees for director to attend the Annual Meeting. All 
continuing members of our Board at the time of the 2021 annual meeting of stockholders attended the meeting, with the 
exception of Mr. Zachary Nelson. 
The following table sets forth information, as of April 19, 2022, with respect to our directors who we expect to continue in 
office after the Annual Meeting, including the three nominees for election at the Annual Meeting: 
Name 
Age 
Director Since 
Class III Directors-Nominees for Election at the Current Annual Meeting 
Elena Gomez 
 
52 
 
October 2018 
Zachary Nelson 
 
60 
 
June 2018 
Bonita Stewart 
 
64 
 
January 2021 
Class I Directors-Continuing in Office until the 2023 Annual Meeting 
Jennifer Tejada 
 
51 
 
July 2016 
Sameer Dholakia 
 
48 
 December 2019 
Class II Directors-Continuing in Office until the 2024 Annual Meeting 
 
 
Alec Gallimore 
 
58 
 November 2020 
Rathi Murthy 
 
56 
 
March 2019 
Alex Solomon 
 
39 
 November 2010 
 
 
The following is a brief biography of each nominee and each director whose term will continue after the Annual Meeting. 
 
Nominees for Election for a Three-Year Term Expiring at the 2025 Annual Meeting 
 
Elena Gomez. Ms. Gomez has served on our Board since October 2018. Since May 2021, Ms. Gomez has served as the 
Chief Financial Officer of Toast, Inc., a cloud-based restaurant software company. From May 2016 until May 2021, Ms. Gomez 
served as Chief Financial Officer at Zendesk, Inc., a global company that builds software for customer service and engagement. 
From July 2010 to April 2016, Ms. Gomez served in senior finance roles at Salesforce, Inc., a global enterprise software 
company, including Senior Vice President Go To Market Distribution from July 2015 to April 2016, Vice President Sales and 
Support and Marketing Finance from June 2011 to June 2015, and Senior Director Marketing and General and Administrative 
Finance from July 2010 to June 2011. Prior to that, she held finance roles at Visa Inc., a financial services company, and The 
Charles Schwab Corporation, a brokerage and banking company. Ms. Gomez currently serves on the board of directors of 
Smartsheet Inc. and on the board of directors of the Haas School of Business at the University of California, Berkeley. Ms. 
Gomez holds a B.S. in Business Administration from the Haas School of Business at the University of California, Berkeley. 
 
Ms. Gomez was selected to serve on our Board because of her extensive experience working in the technology sector and 
senior leadership experience at technology companies and public companies. 
 
Zachary Nelson. Mr. Nelson has served on our Board since June 2018. Since December 2021, he has served as Chief 
Executive Officer of ZE Investments, a private investment company. From July 2002 to June 2017, Mr. Nelson served as the 
Chief Executive Officer at NetSuite Inc., a business management software company that was acquired by Oracle Corporation, a 
computer technology company, in November 2016. Since August 2021, Mr. Nelson has served on the board of directors as well

7 
as the audit committee of Freshworks, Inc., a software solutions company. Since January 2022, he has served on the board of 
directors of Snyk Limited, a provider of developer-first tooling and security intelligence. Mr. Nelson holds a B.S. in Biological 
Sciences and an M.A. in Anthropology from Stanford University. 
 
Mr. Nelson was selected to serve on our Board because of his extensive experience working in the technology sector and 
senior leadership experience at technology companies. 
 
Bonita Stewart. Ms. Stewart has served on our Board since January 2021. Since 2006, Ms. Stewart has served in various 
roles at Google, Inc., a wholly-owned subsidiary of Alphabet Inc., a global technology company, including her current role as 
Board Partner for Gradient Ventures, Google’s early stage venture fund investing in artificial intelligence enabled companies. At 
Google, Ms. Stewart previously served as Vice President, Global Partnerships from July 2016 to June 2020; as Vice President, 
Americas, Partner Business Solutions from August 2012 to December 2015; as Vice President, U.S. Sales and Operations from 
2011 to 2012; as Managing Director, U.S. Sales from 2009 to 2010; and as Industry Director, U.S. Automotive from 2006 to 
2009. Ms. Stewart served on the board of directors of Deckers Outdoor Corporation, a footwear design and distribution 
company, since September 2014 and PluralSight, Inc., a leading cloud-based technology skills development platform, from 
October 2018 to April 2021. She has served on the board of directors for Volta, Inc., an electric vehicle charging infrastructure 
network, since August 2021. Ms. Stewart holds a B.A. degree in Journalism from Howard University and an M.B.A. degree 
from Harvard Business School. 
 
Ms. Stewart was selected to serve on our Board because of her extensive experience working in the technology sector and 
senior leadership experience at technology companies 
 
Directors Continuing in Office Until the 2023 Annual Meeting 
 
Jennifer Tejada. Ms. Tejada has served as our Chief Executive Officer and as a member of our Board since July 2016. 
From July 2013 to July 2015, Ms. Tejada served as President and Chief Executive Officer at Keynote Systems, Inc., or Keynote 
Systems, a software company specializing in digital performance analytics and web and mobile testing. Ms. Tejada currently 
serves on the boards of directors of The Estée Lauder Companies Inc., a multinational manufacturer and marketer of beauty 
products, and UiPath, Inc., global software company that develops a platform for robotic process automation. Ms. Tejada holds 
a B.A. in Business Management and Organizational Behavior from the University of Michigan. 
 
Ms. Tejada was selected to serve on our Board because of the experience and perspective she provides as our Chief 
Executive Officer, as well as her extensive experience with technology companies. 
Sameer Dholakia. Mr. Dholakia has served on our Board since December 2019. Mr. Dholakia served as the Chief 
Executive Officer of Twilio SendGrid at Twilio, Inc., a cloud communication platform, from Twilio’s acquisition of SendGrid in 
February 2019 to June 2020. From 2014 to February 2019, he served as the Chief Executive Officer and a member of the board 
of directors of SendGrid, Inc., a customer communication platform, and as Chairman of the board from September 2017 to 
February 2019. Prior to joining SendGrid, Mr. Dholakia served at Citrix Systems, Inc., an enterprise software company, as 
Group Vice President and General Manager of the Cloud Platforms group from 2011 to 2014 and as the Vice President of 
Marketing from 2010 to 2011. He joined Citrix in 2010 following Citrix’s acquisition of VMLogix, Inc., a provider of 
virtualization management software, where he served as Chief Executive Officer from 2007 to 2010. Mr. Dholakia has also 
served on the board of directors of ServiceTitan, Inc., a software company, and Attentive Mobile Inc., a mobile messaging 
platform, since 2021. Mr. Dholakia holds a B.A. in Economics and an M.A. in Organizational Studies from Stanford University 
and an M.B.A. from Harvard Business School. 
Mr. Dholakia was selected to serve on our Board because of his extensive experience working in the technology sector and 
senior leadership experience at technology companies. 
 
 
Directors Continuing in Office Until the 2024 Annual Meeting 
Alec Gallimore. Dr. Gallimore has served on our Board since November 2020. Dr. Gallimore has served as the Robert J. 
Vlasic Dean of Engineering at the University of Michigan since 2016 and the Richard F. and Eleanor A. Towner Professor of 
Engineering at the University of Michigan since 2015. He has held various positions of increasing responsibility at the 
University of Michigan since joining the institution in 1992. Dr. Gallimore has served on several NASA and US Department of 
Defense boards and studies, including as a member of the United States Air Force Scientific Advisory Board. He is a fellow of 
the American Institute of Astronautics and Aeronautics and was elected into the National Academy of Engineering in 2019. Dr. 
Gallimore currently serves on the board of directors for ANSYS, Inc., an engineering simulation software company, and on the

8 
board of trustees for the Institute for Defense Analyses (a not-for-profit entity). Dr. Gallimore holds a B.S. in Aerospace, 
Aeronautical and Astronautical Engineering from Rensselaer Polytechnic Institute and an M.A. and Ph.D. in Aerospace, 
Aeronautical and Astronautical/Space Engineering from Princeton University. 
Dr. Gallimore was selected to serve on our Board because of his extensive experience and leadership in engineering and 
engineering education. 
Rathi Murthy. Ms. Murthy has served on our Board since March 2019. Since June 2021, Ms. Murthy has served as the 
Chief Technology Officer and President of Expedia Services, part of the Expedia Group, which includes data and artificial 
intelligence, payments and customer experience. Ms. Murthy previously served as the Chief Technology Officer of Verizon 
Media, a division of Verizon Communications, Inc., a telecommunications company, from January 2020 until May 2021. Ms. 
Murthy served as Chief Technology Officer at Gap Inc., a clothing and accessories retailer, from March 2016 to January 2020. 
From September 2012 to March 2016, Ms. Murthy served in various roles at American Express Company, a multinational 
financial services company, including Senior Vice President and Chief Information Officer of Enterprise Growth from January 
2015 to March 2016 and Vice President, Technology from September 2012 to January 2015. Ms. Murthy holds a B.S. in 
Electrical Engineering from Bangalore University and an M.S. in Computer Engineering from Santa Clara University. 
Ms. Murthy was selected to serve on our Board because of her extensive experience, including senior leadership 
experience, in technology at public companies.  
Alex Solomon. Mr. Solomon co-founded our company and has served as our General Manager of Mindstorm since January 
2021, and as a member of our Board since November 2010. Mr. Solomon served as our Chief Technology Officer from 
July 2016 to January 2021, and as our Chief Executive Officer from May 2010 to July 2016. Mr. Solomon holds a B.S.E. from 
the University of Waterloo. 
Mr. Solomon was selected to serve on our Board because of his experience as our co-founder and former Chief Executive 
Officer. 
Director Independence 
Our common stock is listed on the NYSE. Under the listing requirements and rules of the NYSE, independent directors 
must comprise a majority of our Board. In addition, the rules of the NYSE require that, subject to specified exceptions, each 
member of a listed company’s audit, compensation and nominating and corporate governance committees be independent. 
Under the rules of the NYSE, a director will only qualify as an “independent director” if the Board determines that person does 
not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a 
director. Compensation committee members must not have a relationship with us that is material to the director’s ability to be 
independent from management in connection with the duties of a compensation committee member. Additionally, audit 
committee members must also satisfy the independence criteria set forth in Rule 10A-3 under the Exchange Act. To be 
considered independent for purposes of Rule 10A-3, a member of an audit committee of a listed company may not, other than 
in his or her capacity as a member of the audit committee, the board of directors or any other board committee accept, directly 
or indirectly, any consulting, advisory or other compensatory fee from the listed company or any of its subsidiaries or be an 
affiliated person of the listed company or any of its subsidiaries. 
Our Board has undertaken a review of the independence of the directors and considered whether any director has a material 
relationship with us that could compromise his or her ability to exercise independent judgment in carrying out his or her 
responsibilities as required by the rules of the NYSE. Based upon information requested from and provided by each director 
concerning such director’s background, employment and affiliations, including family relationships, our Board determined that 
Mmes. Gomez, Murthy and Stewart and Messrs. Dholakia, Gallimore and Nelson, representing six of our eight directors, are 
“independent directors” as defined under current rules and regulations of the SEC and the listing standards of the NYSE. In 
making these determinations, our Board considered the current and prior relationships that each non-employee director has with 
the Company and all other facts and circumstances that our Board deemed relevant in determining their independence, 
including the beneficial ownership of our capital stock by each non-employee director and the transactions involving them 
described in “Transactions with Related Persons and Indemnification—Certain Related Person Transactions.”

9 
Board Leadership Structure 
Jennifer Tejada, our Chief Executive Officer, serves as Chair of our Board and presides over meetings of our Board and 
carries out such other duties as are customarily carried out by the chair of a board. Ms. Tejada brings valuable insight to our 
Board due to the perspective and experience she brings as Chief Executive Officer. Our Board has appointed Zachary Nelson to 
serve as our presiding director. Our presiding director presides over periodic meetings of our independent directors, serves as a 
liaison between our Chair of the Board and the independent directors, and performs such additional duties as our Board may 
otherwise determine and delegate. 
Role of the Board in Risk Oversight 
One of the Board’s key functions is informed oversight of the Company’s risk management process which risks include, 
among others, strategic, financial, business and operational, cybersecurity, legal and regulatory compliance, and reputational 
risks. The Board believes that its current leadership structure facilitates its risk oversight responsibilities. In particular, the 
Board believes the majority-independent Board and independent Board committees provide a well-functioning and effective 
balance. Although the Board does not have a standing risk management committee, it administers this oversight function 
directly through the Audit Committee, the Board as a whole, as well as through its other standing committees that address risks 
inherent in their respective areas of oversight. In particular, the Board is responsible for monitoring and assessing strategic risk 
exposure, including a determination of the nature and level of risk appropriate for the Company. 
The Audit Committee has the responsibility to consider and discuss our major financial risk exposures and the steps our 
management has taken to monitor and control these exposures, including guidelines and policies to govern the process by which 
risk assessment and management is undertaken. Furthermore, the Audit Committee plays a role in overseeing risks associated 
with cybersecurity, information security and data privacy, and regularly reviews with management the Company’s data security 
programs and assessment, management and mitigation of such risks. The Audit Committee also monitors compliance with legal 
and regulatory requirements, in addition to oversight of the performance of our internal audit function. The Nominating and 
Corporate Governance Committee (the “Nominating Committee”) oversees risks related to our overall corporate governance, 
including Board and committee composition, Board size and structure and director independence, as well as succession 
planning. The Compensation Committee assesses and monitors whether any of our compensation policies and programs has the 
potential to encourage excessive risk-taking. Both the Board as a whole and the various standing committees receive periodic 
reports from executive management, as well as incidental reports as matters may arise. It is the responsibility of the committee 
chairs to report findings regarding material risk exposures to the Board as appropriate. 
Meetings of the Board 
Our Board is responsible for the oversight of company management and the strategy of the Company and for establishing 
corporate policies. Our Board and its committees meet throughout the year on a regular schedule, and also hold special 
meetings and act by written consent from time to time. The Board met 8 times during the last fiscal year. Each Board member 
attended 75% or more of the aggregate number of meetings of the Board and of the committees on which he or she served, held 
during the portion of the last fiscal year for which he or she was a director or committee member. 
We encourage our directors and nominees for director to attend our annual meeting of stockholders. All continuing 
members of our Board at the time of the 2021 annual meeting of stockholders attended the meeting with the exception of Mr. 
Nelson. 
Committees of the Board 
Our Board has established an Audit Committee, a Compensation Committee and a Nominating Committee. From time to 
time, our Board may establish other committees to facilitate the management of our business. The composition and 
responsibilities of each of the committees as of May 3, 2022 is described below. Members serve on these committees until their 
resignation or until otherwise determined by the Board. 
Each committee operates under a written charter that satisfies the applicable rules of the SEC and the listing standards of 
the NYSE. Copies of each charter are posted on our website at https://investor.pagerduty.com/governance/governance-
documents. The inclusion of our website address in this Proxy Statement does not include or incorporate by reference the 
information on our website into this Proxy Statement.

10 
Name of Director 
Audit Committee 
Compensation 
Committee 
Nominating and 
Corporate Governance 
Committee 
Jennifer Tejada 
Sameer Dholakia 
Member 
Member 
Alec Gallimore 
Member 
Elena Gomez 
Chair 
Rathi Murthy 
Member 
Chair 
Zachary Nelson 
Chair 
Member 
Alex Solomon 
Bonita Stewart 
Member 
Member 
Total Number of Meetings in Fiscal Year 2022 
4 
7 
4 
 
Audit Committee 
The Audit Committee oversees the Company’s corporate accounting and financial reporting processes and audits of its 
financial statements. The principal duties and responsibilities of our Audit Committee include, among other things: 
• 
helping our Board oversee our corporate accounting and financial reporting processes, systems of internal control, 
and financial statement audits, and the integrity of our financial statements; 
• 
managing the selection, engagement terms, fees, qualifications, independence, and performance of qualified firms 
to serve as independent registered public accounting firms to audit our financial statements; 
• 
discussing the scope and results of the audit with the independent registered public accounting firms, and 
reviewing, with management and the independent accountants, our interim and year-end operating results; 
• 
developing and reviewing procedures for employees to submit concerns anonymously about questionable 
accounting or auditing matters; 
• 
overseeing our risk identification, assessment and management practices, processes and policies in all areas of our 
business, including financial and accounting; 
• 
overseeing compliance with our Code of Business Conduct and Ethics;  
• 
reviewing and approving related-party transactions; 
• 
obtaining and reviewing a report by the independent registered public accounting firms, at least annually, that 
describes the firm’s internal quality-control procedures, any material issues with such procedures, and any steps 
taken to address such issues when required by applicable law; and 
• 
approving (or, as permitted, pre-approving) all audit and all permissible non-audit services, other than de minimis 
non-audit services, to be performed by the independent registered public accounting firms. 
Each member of our Audit Committee meets the requirements for independence under the listing standards of the NYSE 
and the applicable rules and regulations of the SEC. Each member of our Audit Committee also meets the financial literacy 
requirements of the listing standards of the NYSE. In addition, our Board has determined that each of Ms. Gomez, Mr. 
Dholakia, and Mr. Nelson is an “audit committee financial expert” within the meaning of Item 407(d) of Regulation S-K under 
the Securities Act of 1933, as amended (the “Securities Act”).

11 
Compensation Committee 
Our Compensation Committee is responsible for, among other things: 
•
reviewing and approving, or recommending that our Board approve, the compensatory arrangements of our
executive officers and other senior management, as appropriate;
•
reviewing and recommending to our Board the compensation of our non-employee directors;
•
administering our equity award plans, compensation plans and similar programs;
•
evaluating and adopting compensation plans and programs and evaluating and recommending to our Board for
approval the modification or termination of our existing plans and programs; and
•
reviewing and establishing general policies relating to compensation and benefits of our employees and reviewing
our overall compensation strategy.
Each member of our Compensation Committee meets the requirements for independence under the listing standards of the 
NYSE and the applicable rules and regulations of the SEC. Each member of the compensation committee is also a non-
employee director, as defined pursuant to Rule 16b-3 promulgated under the Exchange Act. 
Compensation Committee Processes and Procedures 
Typically, the Compensation Committee meets quarterly and with greater frequency, if necessary. The agenda for each 
meeting is usually developed by the Chair of the Compensation Committee, in consultation with the Company’s Chief People 
Officer and Compensia, Inc. (“Compensia”). The Compensation Committee meets regularly in executive session. However, 
from time to time, various members of management and other employees as well as outside advisors or consultants may be 
invited by the Compensation Committee to make presentations, to provide financial or other background information or advice 
or to otherwise participate in Compensation Committee meetings. The Chief Executive Officer may not participate in, or be 
present during, any deliberations or determinations of the Compensation Committee regarding her compensation or individual 
performance objectives. The charter of the Compensation Committee grants the Compensation Committee full access to all 
books, records, facilities and personnel of the Company. In addition, under the charter, the Compensation Committee has the 
authority to obtain, at the expense of the Company, advice and assistance from compensation consultants and internal and 
external legal, accounting or other advisors and other external resources that the Compensation Committee considers necessary 
or appropriate in the performance of its duties. The Compensation Committee has direct responsibility for the oversight of the 
work of any consultants or advisers engaged for the purpose of advising the Committee. In particular, the Compensation 
Committee has the sole authority to retain, in its sole discretion, compensation consultants to assist in its evaluation of 
executive and director compensation, including the authority to approve the consultant’s reasonable fees and other retention 
terms. Under the charter, the Compensation Committee may select, or receive advice from, a compensation consultant, legal 
counsel or other adviser to the Compensation Committee, other than in-house legal counsel and certain other types of advisers, 
only after taking into consideration six factors, prescribed by the SEC and the NYSE, that bear upon the adviser’s 
independence; however, there is no requirement that any adviser be independent. 
During the past fiscal year, after taking into consideration the six factors prescribed by the SEC and the NYSE, the 
Compensation Committee engaged Compensia as its compensation consultant. The Compensation Committee requested that 
Compensia: 
•
assist in evaluating, developing and implementing an executive compensation program in connection with the
Company’s transition to a public company;
•
assist in developing a non-employee director compensation program; and
•
develop a comparative group of companies and to perform analyses of competitive performance and
compensation levels for that group.
Compensia representatives meet regularly with our Compensation Committee during its regular meetings, including in 
executive sessions from time to time without any members of management present. Compensia works directly with our 
Compensation Committee (and not on behalf of management) to assist our Compensation Committee in satisfying its 
responsibilities and will undertake no projects for management without our Compensation Committee’s approval. No work 
performed by Compensia during fiscal year 2022 raised a conflict of interest. 
Under its charter, the Compensation Committee may form, and delegate authority to, subcommittees as appropriate. In 
fiscal year 2022, the Compensation Committee delegated authority to the Chief Executive Officer to grant, without any further 
action required by the Compensation Committee, equity awards to employees and consultants who are not officers or directors

12 
of the Company or direct-reports to the Chief Executive Officer. The purpose of this delegation of authority is to enhance the 
flexibility of equity award administration within the Company and to facilitate the timely grant of equity awards to non-
executive employees, particularly new employees, within specified limits approved by the Compensation Committee. In 
particular, under this delegation of authority, the Chief Executive Officer may make awards in an individual amount of up to 
100,000 restricted stock units (“RSUs”) or stock options to purchase up to 200,000 shares or a combination of 150,000 RSUs 
and stock options, subject to an aggregate value limit of $2 million, to eligible employees per fiscal year. Typically, as part of its 
oversight function, the Compensation Committee will review the list of grants made by the Chief Executive Officer at each 
regularly scheduled meeting. 
The Compensation Committee considers matters related to individual compensation, such as compensation for new 
executive hires, as well as high-level strategic issues, such as the efficacy of the Company’s compensation strategy, potential 
modifications to that strategy and new trends, plans or approaches to compensation, at various meetings throughout the year. 
Generally, the Compensation Committee’s process comprises two related elements: the determination of compensation levels 
and the establishment of performance objectives for the current year. For executives other than the Chief Executive Officer, the 
Compensation Committee solicits and considers evaluations and recommendations submitted to the Compensation Committee 
by the Chief Executive Officer. In the case of the Chief Executive Officer, the evaluation of her performance is conducted by 
the Compensation Committee, which determines any adjustments to her compensation as well as awards to be granted. For all 
executives as part of its deliberations, the Compensation Committee may review and consider, as appropriate, materials such as 
financial reports and projections, operational data, tax and accounting information, tally sheets that set forth the total 
compensation that may become payable to executives in various hypothetical scenarios, stock ownership information, Company 
stock performance data, analyses of historical executive compensation levels and current Company-wide compensation levels 
and recommendations of the Compensation Committee’s compensation consultant, including analyses of executive 
compensation paid at other companies identified by the compensation consultant. 
Compensation Committee Interlocks and Insider Participation 
Our Compensation Committee is currently comprised of Messrs. Nelson and Dholakia and Ms. Murthy, none of whom is 
or has been an officer or employee of our company. None of our executive officers currently serves, or in the past year has 
served, as a member of the board of directors or compensation committee of any entity that has one or more executive officers 
serving on our Board or Compensation Committee. 
Nominating and Corporate Governance Committee 
Our Nominating Committee is responsible for, among other things: 
• 
identifying and evaluating candidates, including the nomination of incumbent directors for re-election and 
nominees recommended by stockholders, to serve on our Board; 
• 
reviewing the performance of our Board, including committees of the Board, and management; 
• 
considering and making recommendations to our Board regarding the composition of our Board and its 
committees; 
• 
instituting plans or programs for the continuing education of directors and orientation of new directors; 
• 
reviewing our environmental, social and governance (“ESG”) activities and programs and, as appropriate, our 
public disclosure related to ESG matters;  
• 
developing and making recommendations to our Board regarding corporate governance guidelines and matters; 
and 
• 
reviewing plans for succession to the offices of our executive officers and making recommendations to our Board 
regarding selection of appropriate individuals to succeed to these positions. 
Each member of our Nominating Committee meets the requirements for independence under the listing standards of the 
NYSE.

13 
Considerations in Evaluating Director Nominees 
 
Our Nominating Committee uses a variety of methods for identifying and evaluating director potential director candidates. 
In its evaluation of director candidates, including the current directors eligible for re-election, our Nominating Committee will 
consider the current size and composition of our Board and the needs of our Board and the respective committees of our Board. 
Some of the qualifications that our Nominating Committee considers include, without limitation, experience of particular 
relevance to us and the board of directors, accomplishments, superior credentials, independence, area of expertise, and the 
highest ethical and moral standards. Although our Board does not maintain a specific policy with respect to board diversity, our 
Board believes that the Board should be a diverse body, and the Nominating Committee considers a broad range of 
backgrounds and experiences. Our Board regularly assesses the diversity of its members and nominees as part of its annual 
evaluation process. Our Board believes that our directors represent a diverse and broad range of attributes, qualifications, 
experiences, and skills to provide an effective mix of viewpoints and knowledge. Our Board includes four female directors and 
the majority of our Board are from underrepresented minorities.  
 
 In making determinations regarding nominations of directors, the Nominating Committee may take into account the 
benefits of diverse viewpoints. Any search firm retained by our Nominating Committee to find director candidates would be 
instructed to take into account all of the considerations used by our Nominating Committee. After completing its review and 
evaluation of director candidates, our Nominating Committee recommends to our full Board the director nominees for 
selection.   
Stockholder Recommendations for Nominations to the Board of Directors 
Our Nominating Committee will consider candidates for director recommended by our stockholders who are stockholders 
of record at the time of the submission of the director recommendation and on the record date for the determination of 
stockholders entitled to vote at the annual meeting, so long as such recommendations comply with our amended and restated 
certificate of incorporation and amended and restated bylaws and applicable laws, rules and regulations, including those 
promulgated by the SEC. The Nominating Committee will evaluate such recommendations in accordance with its charter, our 
amended and restated bylaws, our policies and procedures for director candidates, as well as the regular director nominee 
criteria described above. This process is designed to ensure that our Board includes members with diverse backgrounds, skills 
and experience, including appropriate financial and other expertise relevant to our business. 
Stockholders who wish to recommend individuals for consideration by the Nominating Committee to become nominees for 
election to the Board may do so by delivering a written recommendation to the Nominating Committee at the following 
address: c/o PagerDuty, Inc., 600 Townsend St., Suite 200, San Francisco, CA 94103, Attn: Secretary, no later than the close of 
business on the 90th day nor earlier than the close of business on the 120th day prior to the first anniversary of the preceding 
year’s annual meeting. Submissions must include the full name and address of the stockholder on whose behalf the submission 
is made, the number of shares owned beneficially by such stockholder as of the date of the submission, the full name of the 
proposed nominee, a description of the proposed nominee’s business experience for at least the previous five years, complete 
biographical information, a description of the proposed nominee’s qualifications as a director and any additional information 
required by our amended and restated bylaws. Our Nominating Committee has discretion to decide which individuals to 
recommend for nomination as directors. Any such submission must be accompanied by the written consent of the proposed 
nominee to be named as a nominee and to serve as a director if elected. 
Communications with our Board of Directors 
Stockholders or interested parties who wish to communicate with our Board or with an individual director may do so by 
mail to our Board or the individual director, care of our Secretary at 600 Townsend St., Suite 200, San Francisco, CA 94103. 
The communication should indicate that it contains a stockholder or interested party communication. Our General Counsel or 
his/her designee, in consultation with appropriate directors as necessary, will review all incoming communications and, if 
appropriate, all such communications will be forwarded to the director or directors to whom the communications are addressed 
or, if none are specified, to the Chair of our Board.

14 
Corporate Governance Guidelines and Code of Business Conduct and Ethics 
Our Board has adopted Corporate Governance Guidelines. These guidelines address items such as the qualifications and 
responsibilities of our directors and director candidates and corporate governance policies and standards applicable to us in 
general. In addition, our Board has adopted a Code of Business Conduct and Ethics that applies to all of our employees, officers 
and directors, including our chief executive officer, chief financial officer, and other executive and senior financial officers. The 
full text of our Corporate Governance Guidelines and our Code of Business Conduct and Ethics is posted on our investor 
relations webpage at https://investor.pagerduty.com/governance/governance-documents. We intend to post any amendments to 
our Code of Business Conduct and Ethics, and any waivers of our Code of Business Conduct and Ethics for directors and 
executive officers, on the same website. The inclusion of our website address in this Proxy Statement does not include or 
incorporate by reference into this Proxy Statement the information on or accessible through our website. 
Director Compensation 
The following table sets forth information regarding the compensation of our directors during the fiscal year ended 
January 31, 2022, other than Jennifer Tejada, our Chief Executive Officer, who is also a member of our Board but did not 
receive any additional compensation for service as a director. The compensation of Ms. Tejada as a named executive officer is 
set forth below under “Executive Compensation—Summary Compensation Table for Fiscal Year 2022.” The table below 
includes information regarding the compensation of Alex Solomon, our co-founder and Chief Technology Officer, who is an 
employee of the Company and a member of our Board. 
Name
Fees Earned or Paid 
in Cash ($)
Option Awards 
($)(1)(2) 
Stock Awards 
($)(1)(2) 
All Other
Compensation
($)
Total
($)
Sameer Dholakia 
52,500 
— 
184,963 
— 
237,463 
Alec Gallimore 
45,000 
— 
184,963 
— 
229,963 
Elena Gomez 
55,000 
— 
184,963 
— 
239,963 
Rathi Murthy 
50,500 
— 
184,963 
— 
235,463 
Zachary Nelson 
54,000 
— 
184,963 
— 
238,963 
Alex Solomon(3) 
— 
— 
1,920,505 
279,766 
2,200,271 
Bonita Stewart 
49,000 
— 
— 
— 
49,000 
______________ 
(1)
The amounts disclosed represent the aggregate grant date fair value of the stock awards granted under our 2019 Equity Incentive Plan (the “2019 Plan”),
computed in accordance with Financial Accounting Standards Board Accounting Standards Codification ASC Topic 718 (ASC Topic 718). Such grant-
date fair value does not take into account any estimated forfeitures related to service-vesting conditions. The assumptions used in calculating the grant 
date fair value of the stock awards reported in these columns are set forth in the notes to our audited financial statements included in our Annual Report. 
These amounts do not reflect the actual economic value that may be realized by the director. 
(2)
As of January 31, 2022, our non-employee directors held outstanding stock options to purchase the number of shares of common stock and outstanding
RSUs. Ms. Gomez and Ms. Murthy held 204,306 and 148,881 outstanding stock options, respectively. Mr. Dholakia, Mr. Gallimore, Ms. Gomez, Ms.
Murthy, Mr. Nelson, and Ms. Stewart held 11,089, 13,157, 4,383, 4,383, 4,383, and 6,830 outstanding RSUs, respectively. This includes awards for
director compensation, and non-director compensation for Mr. Solomon, who does not receive additional compensation for service as a director.
(3)  In the fiscal year ended January 31, 2022, Mr. Solomon earned a salary of $201,500, bonus of $78,266, and a retention stock award of RSUs in the amount
of $1,920,505 based on the tight labor market in technology, competitor pressures, and his role as our General Manager of Mindstorm. The shares 
underlying the stock award shall vest as follows: 30% vests on each of the first and second anniversaries of the vesting commencement date of October 2, 
2021, and the remaining 40% vests on the third anniversary of the vesting commencement date. Mr. Solomon is an employee of the Company. Mr. 
Solomon did not receive any additional compensation for service as a director.

15 
Non-Employee Director Compensation Policy 
In March 2019, our Board approved a director compensation policy for non-employee directors that became effective in 
connection with our initial public offering (“IPO”). Pursuant to this policy, our non-employee directors receive the following 
compensation. 
Equity Compensation 
Any person who is elected or appointed as a non-employee director for the first time will receive an initial award of RSUs 
having a value of $450,000 on the date of grant (the “Initial Grant”). The Initial Grant will vest in three equal annual 
installments on the anniversary date on which the non-employee director was appointed to our Board, subject to the director’s 
continuous service to us through each such date. 
On the date of each annual meeting of stockholders, each non-employee director who will continue as a non-
employee director following such meeting will be granted an annual award of RSUs having a fair market value of $185,000 
on the date of grant (the “Annual Grant”). The Annual Grant will fully vest on the earlier of the first anniversary of the grant 
date or immediately prior to the next annual meeting of stockholders, subject to the director’s continuous service to us 
through each such date. A non-employee director who is elected for the first time six months or less prior to the date of our 
next annual meeting of stockholders will not be eligible to receive such Annual Grant at the first annual meeting of 
stockholders following his or her appointment or election. 
Cash Compensation 
In addition, each non-employee director is entitled to receive the following cash compensation for services on our Board 
and its committees as follows: 
•
$35,000 annual cash retainer for service as a Board member and an additional annual cash retainer of $15,000 for
service as lead independent director of our Board, if any;
•
$20,000 annual cash retainer for service as chair of the Audit Committee and $10,000 per year for service as a member
of the Audit Committee;
•
$15,000 annual cash retainer for service as chair of the Compensation Committee and $7,500 per year for service as a
member of the Compensation Committee; and
•
$8,000 annual cash retainer for service as chair of the Nominating Committee and $4,000 per year for service as a
member of the Nominating Committee.
The annual cash compensation amounts are payable in equal quarterly installments, in arrears following the end of each 
quarter in which the service occurred, pro-rated for any partial quarters. 
Director Compensation Limits 
Director compensation limits are in place that may not be increased without stockholder approval. Under the terms of the 
2019 Equity Incentive Plan, the maximum number of shares of common stock subject to awards granted and cash fees paid by 
us during any one calendar year to any non-employee director for service on our Board will not exceed $750,000 in total value 
(calculating the value of the awards based on the grant date fair value for financial reporting purposes), or, with respect to the 
calendar year in which a non-employee director is first appointed or elected to our Board, $1,000,000. 
Expenses 
We will reimburse each eligible non-employee director for ordinary, necessary and reasonable out-of-pocket travel 
expenses to cover in-person attendance at and participation in meetings of our Board and any committee of the Board.

16 
PROPOSAL 1 
ELECTION OF DIRECTORS 
 
Our Board currently has eight members, and, in accordance with our certificate of incorporation, is divided into three 
classes with staggered three-year terms. One Class is elected each year at the annual meeting of stockholders for a term of three 
years. At the Annual Meeting, three Class III directors will be elected for a three-year term to succeed the same class whose 
term is then expiring. Each director’s term continues until the election and qualification of such director’s successor, or such 
director’s earlier death, resignation or removal. There are three Class III directors in the class whose term of office expires in 
2022:  Elena Gomez, Zachary Nelson, and Bonita Stewart.  
 
Nominees 
 
Our Board has nominated Elena Gomez, Zachary Nelson and Bonita Stewart for election as Class III directors at the 
Annual Meeting. If elected, each of Ms. Gomez and Ms. Stewart, and Mr. Nelson will serve as Class III directors until the 2025 
annual meeting of stockholders or until their successors are elected and qualified, or their earlier death, resignation or removal. 
Each of the nominees is currently a director of the Company. For information concerning the nominees, see the section titled 
“Board of Directors and Corporate Governance.” 
 
Unless you direct otherwise through your proxy voting instructions, the persons named as proxies will vote all proxies 
received “FOR” the election of each nominee. If any nominee is unable or unwilling to serve at the time of the Annual Meeting, 
the persons named as proxies may vote for a substitute nominee chosen by the present Board. In the alternative, the proxies may 
vote only for the remaining nominee, leaving a vacancy on our Board. Our Board may fill such vacancy at a later date or reduce 
the size of our Board. Each of the nominees is a current member of our Board and has consented to serve if elected, and we 
have no reason to believe that any of the nominees will be unwilling or unable to serve if elected as a director. 
 
Vote Required 
 
The election of Class III directors requires a plurality vote of the shares of our common stock present virtually or by proxy 
at the Annual Meeting and entitled to vote thereon to be approved. Accordingly, the three nominees receiving the highest 
number of “FOR” votes will be elected. Broker non-votes will have no effect on this proposal. 
 
THE BOARD RECOMMENDS A VOTE “FOR” THE ELECTION OF EACH OF THE THREE DIRECTORS 
NOMINATED BY OUR BOARD AND NAMED IN THIS PROXY STATEMENT AS CLASS III DIRECTORS TO 
SERVE FOR A THREE-YEAR TERM.

17 
PROPOSAL 2 
RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 
Our Audit Committee has appointed Ernst & Young LLP as our independent registered public accounting firm to audit our 
consolidated financial statements for our fiscal year ending January 31, 2023. Ernst & Young LLP has served as our 
independent registered public accounting firm since 2015. 
At the Annual Meeting, stockholders are being asked to ratify the appointment of Ernst & Young LLP as our independent 
registered public accounting firm for our fiscal year ending January 31, 2023. Stockholder ratification of the appointment of 
Ernst & Young LLP is not required by our bylaws or other applicable legal requirements. However, our Board is submitting the 
appointment of Ernst & Young LLP to our stockholders for ratification as a matter of good corporate governance. In the event 
that this appointment is not ratified by the affirmative vote of a majority of the shares present virtually or by proxy at the 
Annual Meeting and entitled to vote, such appointment will be reconsidered by our Audit Committee. Even if the appointment 
is ratified, our Audit Committee, in its sole discretion, may appoint another independent registered public accounting firm at 
any time during our fiscal year ending January 31, 2023 if our Audit Committee believes that such a change would be in the 
best interests of the Company and its stockholders. If the appointment is not ratified by our stockholders, the Audit Committee 
may reconsider whether it should appoint another independent registered public accounting firm. A representative of Ernst & 
Young LLP is expected to be present at the Annual Meeting, will have an opportunity to make a statement if he or she wishes to 
do so, and is expected to be available to respond to appropriate questions from stockholders. 
Fees Paid to the Independent Registered Public Accounting Firm 
The following table presents fees for professional audit services and other services rendered to us by Ernst & Young LLP 
for our fiscal years ended January 31, 2022 and January 31, 2021. 
2022 
2021 
Audit Fees(1) 
$ 2,584,801 $ 2,975,000 
Audit-Related Fees(2) 
360,650 
814,999 
Tax Fees(3) 
50,807 
142,986 
All Other Fees(4) 
4,310 
5,130 
Total Fees 
$ 3,000,568 $ 3,938,115 
(1)
Audit Fees are for the annual audit and quarterly reviews of the Company’s consolidated financial statements and internal control over financial reporting
audits required by public company regulation, professional consultations with respect to accounting issues, registration statement filings and issuance of 
consents and similar matters. 
(2)
Audit-Related Fees are fees for assurance and related services that are reasonably associated to the performance of the audit or review of our consolidated
financial statements or internal control over financial reporting and are not included in “Audit Fees.” These services primarily include fees for acquisition-
related services, the audit of the Company’s 401(k) Plan, services in connection with the preparation for compliance with Section 404 of the Sarbanes-
Oxley Act of 2002 and for procedures in connection with our Service Organizational Control (“SOC”) reports.
(3)
Tax Fees are billed for tax consulting and compliance.
(4)
All Other Fees are fees for products and services other than the services described above. 
Pre-Approval Policies and Procedures 
The Audit Committee has adopted a policy and procedures for the pre-approval of audit and non-audit services rendered by 
the Company’s independent registered public accounting firm, Ernst & Young LLP. Pre-approval may be given as part of the 
Audit Committee’s approval of the scope of the engagement of the independent auditor or on an individual, explicit, case-by-
case basis before the independent auditor is engaged to provide each service. All of the services provided by Ernst & Young 
LLP for the years ended January 31, 2022 and 2021 described above were pre-approved by the Audit Committee. 
The Audit Committee has determined that the rendering of services other than audit services by Ernst & Young LLP is 
compatible with maintaining the principal accountant’s independence.

18 
Vote Required 
The ratification of the appointment of Ernst & Young LLP requires the affirmative vote of a majority of the shares of our 
common stock present virtually or by proxy at the Annual Meeting and entitled to vote thereon. Abstentions will have the effect 
of a vote against the proposal.  
THE BOARD RECOMMENDS A VOTE “FOR” PROPOSAL 2, THE RATIFICATION OF THE APPOINTMENT OF 
ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR OUR 
FISCAL YEAR ENDING JANUARY 31, 2023.

19 
PROPOSAL 3 
ADVISORY, NON-BINDING VOTE TO APPROVE THE COMPENSATION 
OF OUR NAMED EXECUTIVE OFFICERS 
We are asking our stockholders to vote to approve, on an advisory, non-binding basis, the compensation of our named 
executive officers for fiscal 2022 as disclosed in this Proxy Statement, in accordance with the requirements of Section 14A of 
the Exchange Act. As described in detail under the heading “Compensation Discussion and Analysis,” our executive 
compensation program is designed to drive and reward performance and align the compensation of our named executive 
officers with the long-term interests of our stockholders. Please read the “Compensation Discussion and Analysis” and the 
compensation tables and narrative disclosure that follow for additional details about our executive compensation program, 
including information about the fiscal 2022 compensation of our named executive officers. 
This proposal, commonly known as a “say-on-pay” proposal, gives our stockholders the opportunity to express their views 
on our named executive officers’ compensation as a whole. This vote is not intended to address any specific element of 
compensation but rather the overall compensation of our named executive officers and the philosophy, policies and practices 
described in this Proxy Statement. Our Board and our Compensation Committee believe that these policies and practices are 
effective in implementing our compensation philosophy and in achieving our compensation program goals. 
Accordingly, we are asking our stockholders to vote “FOR” the following resolution: 
RESOLVED, that the stockholders hereby approve, on an advisory, non-binding basis, the compensation paid to the 
Company’s named executive officers, as disclosed in the Company’s Proxy Statement for the 2022 Annual Meeting of 
Stockholders, pursuant to the compensation disclosure rules of the SEC, including in the Compensation Discussion and 
Analysis, the compensation tables and the narrative discussions that accompany the compensation tables. 
Vote Required 
The approval of this advisory non-binding proposal requires the affirmative vote of a majority of the shares of our common 
stock present virtually or by proxy at the Annual Meeting and entitled to vote thereon. Abstentions will have the effect of a vote 
against the proposal. 
As an advisory vote, the outcome of the vote on this proposal is not binding. However, our management team, our Board 
and our Compensation Committee, which is responsible for designing and administering our executive compensation program, 
will consider the opinions expressed by our stockholders, whether through this vote or otherwise, and will consider the outcome 
of this vote when making future executive compensation decisions. 
We currently conduct annual advisory votes on executive compensation and expect to conduct the next advisory vote at our 
next annual meeting of stockholders in 2023. 
THE BOARD RECOMMENDS A VOTE “FOR” THE APPROVAL, ON AN ADVISORY, 
NON-BINDING BASIS, OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS, 
AS DISCLOSED IN THIS PROXY STATEMENT.

20 
AUDIT COMMITTEE REPORT 
The information contained in the following Audit Committee Report shall not be deemed to be soliciting material or to be 
filed with the SEC, nor shall such information be incorporated by reference into any future filing under the Securities Act or the 
Exchange Act, except to the extent that PagerDuty, Inc. specifically incorporates it by reference in such filing. 
The Audit Committee serves as the representative of our Board with respect to its oversight of: 
•
our accounting and financial reporting processes and the audit of our financial statements;
•
the integrity of our financial statements;
•
our compliance with legal and regulatory requirements;
•
inquiring about significant risks, reviewing our policies for risk assessment and risk management, and assessing
the steps management has taken to control these risks; and
•
the independent registered public accounting firm’s appointment, qualifications and independence.
The Audit Committee also reviews the performance of our independent registered public accounting firm, Ernst & Young 
LLP, in the annual audit of our financial statements and in assignments unrelated to the audit, and reviews the independent 
registered public accounting firm’s fees. 
The Audit Committee is composed of four non-employee directors. Our Board has determined that each member of the 
Audit Committee is independent, and that each of Ms. Gomez, and Mr. Dholakia is an “audit committee financial expert” under 
the SEC rules. 
The Audit Committee provides our Board such information and materials as it may deem necessary to make our Board 
aware of financial matters requiring the attention of our Board. The Audit Committee reviews our financial disclosures and 
meets privately, outside the presence of our management, with our independent registered public accounting firm. In fulfilling 
its oversight responsibilities, the Audit Committee reviewed and discussed the audited financial statements in the Annual Report 
on Form 10-K for the fiscal year ended January 31, 2022 with management, including a discussion of the quality and substance 
of the accounting principles, the reasonableness of significant judgments made in connection with the audited financial 
statements, and the clarity of disclosures in the financial statements. The Audit Committee reports on these meetings to our 
Board. 
The Audit Committee reviewed and discussed our audited consolidated financial statements with management and Ernst & 
Young LLP, our independent registered public accounting firm. The Audit Committee has discussed with Ernst & Young LLP 
the matters required to be discussed by Auditing Standard No. 1301, Communications with Audit Committees, issued by the 
Public Company Accounting Oversight Board (the “PCAOB”). 
The Audit Committee received and reviewed the written disclosures and the letter from Ernst & Young LLP required by the 
applicable requirements of the PCAOB regarding Ernst & Young LLP’s communications with the audit committee concerning 
independence, and discussed with Ernst & Young LLP its independence. In addition, the Audit Committee discussed with Ernst 
& Young LLP its independence from management and the Company, including matters in the letter from Ernst & Young LLP 
required by PCAOB Rule 3526, Communication with Audit Committees Concerning Independence, and considered the 
compatibility of non-audit services with Ernst & Young LLP’s independence. 
Based on the review and discussions referred to above, the Audit Committee recommended to our Board that our audited 
consolidated financial statements be included in the Annual Report on Form 10-K for the fiscal year ended January 31, 2022 for 
filing with the SEC. The Audit Committee also has selected Ernst & Young LLP as the independent registered public 
accounting firm for fiscal year 2023. Our Board recommends that stockholders ratify this selection at the Annual Meeting. 
Respectfully submitted by the members of the Audit Committee of the Board: 
Elena Gomez (Chair)        Sameer Dholakia 
Alec Gallimore 
Bonita Stewart

21 
EXECUTIVE OFFICERS 
The following table sets forth information concerning our executive officers as of April 19, 2022. Our executive officers 
are appointed by, and serve at the discretion of, the Board and each holds office until his or her successor is duly elected and 
qualified or until his or her earlier resignation or removal. There are no family relationships among any of our directors or 
executive officers. 
Name 
Age 
Position 
Jennifer Tejada 
51 
Chief Executive Officer and Chair of the Board 
Howard Wilson 
57 
Chief Financial Officer 
David Justice 
44 
Executive Vice President, Chief Revenue Officer 
Stacey Giamalis(1) 
57 
Senior Vice President, Legal, General Counsel, and Secretary 
(1)  On March 25, 2022, Ms. Giamalis notified the Company of her decision to resign as Senior Vice President, Legal, General Counsel, and Secretary of the 
Company, effective April 25, 2022. 
Executive Officers 
Jennifer Tejada. Biographical information regarding Ms. Tejada can be found in the table under the section titled “Directors 
Continuing in Office Until the 2023 Annual Meeting” beginning on page 7 of this Proxy Statement. 
Howard Wilson. Mr. Wilson has served as our Chief Financial Officer since September 2018 and served as our acting Chief 
Financial Officer from December 2017 to September 2018. Mr. Wilson also served as our Chief Commercial Officer from 
January 2017 to September 2018. From August 2016 to June 2018, Mr. Wilson served as an Executive Consultant and 
Leadership Advisor at The BluePrint Lab, a consulting company. From April 2015 to July 2016, Mr. Wilson served as General 
Manager, Digital Experience Management at Dynatrace, LLC, an application performance management software company. 
From October 2013 to December 2015, Mr. Wilson served as Chief Commercial Officer and Executive Vice President at 
Keynote Systems. Mr. Wilson holds a B.Sc. in Information Systems and Psychology from the University of South Africa. 
David Justice. Mr. Justice has served as our Executive Vice President, Chief Revenue Officer since December 2019. From 
May 2018 to December 2019, Mr. Justice served as Executive Vice President, North America Enterprise Sales of 
salesforce.com, inc., a global enterprise software company. From July 2000 to April 2018, Mr. Justice served in various roles at 
Cisco Systems, Inc., a multinational IT, networking, and cybersecurity solutions company, including Senior Vice President, 
Global Security and Enterprise Networking from June 2016 to April 2018 and Vice President, Worldwide Software and 
Enterprise Networking Sales from November 2014 to May 2016. Mr. Justice holds a B.A. in Political Science from the 
University of Washington. 
Stacey Giamalis. Ms. Giamalis has served as our Senior Vice President, Legal, General Counsel and Secretary since 
April 2018. From October 2013 to May 2017, Ms. Giamalis served as Chief Legal Officer at Apigee Corporation, a provider of 
a software platform for application programming interfaces that was acquired by Google Inc., a multinational technology 
company that specializes in internet-related services and products, in November 2016. Ms. Giamalis holds a B.A. in 
Psychology from the University of California, Davis and a J.D. from the University of California, Berkeley, Boalt Hall. On 
March 25, 2022, Ms. Giamalis notified the Company of her decision to resign as Senior Vice President, Legal, General 
Counsel, and Secretary of the Company, effective April 25, 2022

22 
COMPENSATION DISCUSSION AND ANALYSIS 
Introduction 
This Compensation Discussion and Analysis provides information regarding the fiscal 2022 compensation program for our 
principal executive officer, our principal financial officer and our two other executive officers (other than our principal 
executive officer and principal financial officer) who were serving as our executive officers at the end of the last completed 
fiscal year. These individuals are our “Named Executive Officers.” For fiscal 2022, our Named Executive Officers were: 
•
Jennifer Tejada, our Chief Executive Officer (our “CEO”) and Chairperson of the Board (principal executive
officer);
•
Howard Wilson, our Chief Financial Officer (our “CFO”) (principal financial officer);
•
David Justice, our Executive Vice President, Chief Revenue Officer; and
•
Stacey Giamalis, our former Senior Vice President, Legal, General Counsel, and Secretary.
This Compensation Discussion and Analysis describes the material elements of our executive compensation program 
during fiscal 2022. It also provides an overview of our executive compensation philosophy, including our principal 
compensation policies and practices. Finally, it analyzes how and why we arrived at the specific compensation decisions for our 
Named Executive Officers in fiscal 2022 and discusses the key factors that were considered in determining their compensation. 
Ms. Giamalis ceased providing services as Senior Vice President, Legal, General Counsel, and Secretary effective April 25, 
2022, and continued to provide services during a transition period until May 6, 2022. 
Executive Summary 
Who We Are 
PagerDuty is a leader in digital operations management. In an always-on world, organizations of all sizes trust PagerDuty 
to help them deliver a perfect digital experience to their customers, every time. Teams use PagerDuty to identify issues and 
opportunities in real time and bring together the right people to fix problems faster and prevent them in the future.  
Our fiscal year ends on January 31. References to fiscal 2022 refer to the fiscal year ended January 31, 2022. 
Fiscal 2022 Business Results 
The fiscal year ended January 31, 2022 was a strong year for us driven by ongoing market traction for our new products 
and strong go to market execution, which resulted in a fiscal year of accelerating growth for PagerDuty. We delivered revenue 
of $281 million for the year, accelerating revenue growth from 28% in fiscal year 2021 to 32% year over year growth in fiscal 
year 2022, while progressively improving operating leverage in the second half of the year which positions us well for durable 
growth. In fiscal 2022, we achieved several significant financial results: 
•
Revenue: Total revenue was $281.4 million, up 31.8% year-over-year.
•
Gross Margin: U.S. GAAP gross margin was 82.8% compared to 85.6% for fiscal 2021. Non-GAAP gross
margin was 84.6% compared to non-GAAP gross margin of 86.6% for fiscal 2021.
•
Operating Loss: U.S. GAAP operating loss was $101.7 million, or GAAP operating margin of negative 36.1%,
compared to a $66.3 million loss, or U.S. GAAP operating margin of negative 31.0%, for fiscal 2021. Non-GAAP
operating loss was $23.1 million, or non-GAAP operating margin of negative 8.2%, compared to a $17.8 million
loss, or non-GAAP operating margin of negative 8.4%, for fiscal 2021.
•
Net Loss: U.S. GAAP net loss was $107.5 million, compared to $68.9 million for fiscal 2021. U.S. GAAP net loss
per share was $1.27, compared to $0.87 for fiscal 2021. Non-GAAP net loss was $27.0 million, compared to
$17.7 million for fiscal 2021. Non-GAAP net loss per share was $0.32, compared to $0.22 for fiscal 2021.
•
Cash Flow: Net cash used in operations was $6.0 million, or (2.1)% of revenue, compared to net cash provided by
operations of $10.1 million, or 4.7% of revenue, for fiscal 2021. Free cash flow was negative $12.8 million, or
(4.6)% of revenue, compared to $5.2 million, or 2.5% of revenue, for fiscal 2021.

23 
To supplement our consolidated financial statements, which are prepared and presented in accordance with U.S. GAAP, we 
use certain non-GAAP financial measures. For a full reconciliation of the U.S. GAAP to non-GAAP measures, please see “Item 
7. Management’s Discussion and Analysis of Financial Condition and Results of Operations— Non-GAAP Financial
Measures” of our Annual Report.
Fiscal 2022 Executive Compensation Results 
Consistent with our performance and compensation objectives for fiscal 2021, our Compensation Committee took the 
following key actions with respect to the compensation of our Named Executive Officers for fiscal 2022: 
•
Target Cash Compensation – Approved increases to base salaries ranging from 4.00% to 15.56% and target bonus
percentages that are consistent with those of comparable executives at companies in our compensation peer group
and at our competitors.
•
Short-Term Incentive Compensation – Structured annual cash bonus opportunities dependent on key financial
metrics that drive our business and approved payouts equal to approximately 173.9% of target, based solely on our
achievement of such metrics. Approved sales commission payments for Mr. Justice at 140.6% of target based on
achievement of our sales and operating margin targets.
•
Long-Term Incentive Compensation – Granted long-term incentive compensation opportunities in the form of
time-based restricted stock unit (“RSU”) awards that may be settled for shares of our common stock with initial
grant values in amounts ranging from approximately $1,750,000 to $5,500,000, in addition to granting an RSU
award to Ms. Tejada with an initial grant value of $10,000,000.
•
Long-Term Incentive Compensation – Introduction of PSU Awards – We changed our long-term incentive
compensation program to include performance-vesting restricted stock unit (“PSU”) awards. PSUs are eligible to
vest based on achievement of a key financial performance goal and also require continued service over a three
year time-vesting schedule. We granted PSUs with target grant values to Ms. Tejada in the amount of $2,000,000
and each of our other Named Executive Officers in amounts ranging from approximately $200,000 to $600,000.
In fiscal 2023, we determined that we had achieved our performance goal for fiscal 2022 and accordingly, each of
our Named Executive Officers became eligible to vest in the PSU awards.
Pay-for-Performance 
We believe our executive compensation program is reasonable, competitive, and appropriately balances the goals of 
attracting, motivating, rewarding, developing and retaining our Named Executive Officers with the goal of aligning their 
interests with those of our stockholders. To ensure this alignment and to motivate and reward individual initiative and effort, a 
substantial portion of our Named Executive Officers’ target annual total direct compensation opportunity is both variable in 
nature and “at-risk.” 
We emphasize variable compensation that appropriately rewards our Named Executive Officers through two separate 
compensation elements: 
•
First, we provide the opportunity to participate in our annual short-term incentive plan (or, in the case of our Chief
Revenue Officer, a sales commission plan), which provides cash payments based on the level of attainment of the
short-term financial, operational, and strategic objectives set forth in our annual operating plan.
•
Equity awards comprise the primary “at-risk” portion of our Named Executive Officers’ compensation packages.
In Fiscal 2022, we introduced PSU awards that are only earned if we achieve rigorous performance objectives that
create significant value for our stockholders in order to further strengthen our pay-for-performance philosophy.
Together, the Fiscal 2022 PSU awards, that will reward our Named Executive Officers for increasing our annual
net new Annual Recurring Revenue (“nnARR”) and the RSU awards that are earned through their continued
effective service to us, comprise a majority of our Named Executive Officers’ target total direct compensation
opportunities, the value of which depends entirely on appreciation in the value of our common stock, thereby
incentivizing them to build sustainable long-term value for the benefit of our stockholders. The Compensation
Committee decided to introduce PSUs to strengthen its pay-for-performance philosophy and the goal achievement
was based on accelerating the company’s growth.
These variable pay elements ensure that, each year, a substantial portion of our Named Executive Officers’ target total 
direct compensation is contingent (rather than fixed) in nature, with the amounts ultimately payable subject to variability above 
or below target levels commensurate with our actual performance and aligned with stockholder value creation.

24 
We believe that this design provides balanced incentives for our Named Executive Officers to drive financial performance 
and long-term growth. 
Executive Compensation Policies and Practices 
We strive to maintain sound governance standards consistent with our executive compensation policies and practices. The 
Compensation Committee evaluates our executive compensation program on a regular basis to ensure that it is consistent with 
our short-term and long-term goals, given the dynamic nature of our business and the market in which we compete for 
executive talent. The following summarizes our executive compensation and related policies and practices:  
What we do 
What we do not do 
 Maintain an Independent Compensation Committee. The 
Compensation Committee consists solely of independent 
directors who establish our compensation practices. 
 No Guaranteed Bonuses. We do not provide guaranteed bonuses 
to our Named Executive Officers. 
 Retain an Independent Compensation Advisor. The 
Compensation Committee has engaged its own compensation 
consultant to provide information, analysis, and other advice on 
compensation independent of management. This consultant 
performed no other consulting or other services for us in fiscal 
2022. 
 No Executive Retirement Plans. We do not currently offer, nor 
do we have plans to offer, defined benefit pension plans or any 
non-qualified deferred compensation plans or arrangements to 
our Named Executive Officers other than the plans and 
arrangements that are available to all employees. Our Named 
Executive Officers are eligible to participate in our Section 
401(k) retirement savings plan on the same basis as our other 
employees.  
 Annual Executive Compensation Review. The Compensation 
Committee conducts an annual review and approval of our 
compensation strategy, including a review and determination of 
our compensation peer group used for comparative purposes. 
 No Hedging or Pledging. We prohibit our employees (including 
our Named Executive Officers) and the non-employee members 
of our Board from hedging or pledging our securities. 
 Annual Compensation Risk Assessment. The Compensation 
Committee conducts an annual review of our compensation-
related risk profile to ensure that our compensation program does 
not encourage excessive or inappropriate risk-taking by our 
employees and that the level of risk that it does encourage is not 
reasonably likely to have a material adverse effect on us. 
 No Significant Tax Payments on Perquisites. We do not provide 
significant tax reimbursement payments (including “gross-ups”) 
on perquisites or other personal benefits. 
 Compensation At-Risk. Our executive compensation program is 
designed so that a significant portion of our Named Executive 
Officer’s compensation is “at risk” based on corporate 
performance, as well as equity-based, to align the interests of our 
Named Executive Officers and stockholders. 
 No Golden Parachute Excise Tax Payments. We do not provide 
any contracts or agreements guaranteeing future excise tax 
reimbursement payments (including “gross-ups”) on payments or 
benefits contingent upon a change in control of our Company. 
 Use a Pay-for-Performance Philosophy. The majority of our 
Named Executive Officers’ compensation is directly linked to 
corporate performance; we also structure their target total direct 
compensation opportunities with a significant long-term equity 
component, thereby making a substantial portion of each Named 
Executive Officer’s target total direct compensation dependent 
upon our stock price and/or total stockholder return over the long 
term. 
 No Special Welfare or Health Benefits. We do not provide our 
Named Executive Officers with any welfare or health benefit 
programs, other than participation in our broad-based employee 
programs.  
 Succession Planning. We review the risks associated with our 
key executive officer positions to ensure adequate succession 
plans are in place.  
 
Stockholder Advisory Votes on Named Executive Officer Compensation 
 
At our 2021 Annual Meeting of Stockholders, we conducted our first non-binding stockholder advisory vote on the 
compensation of our Named Executive Officers (commonly known as a “Say-on-Pay” vote). Approximately 90.4% of the 
shares represented and entitled to vote on the matter voted to approve, on an advisory basis, the fiscal 2021 compensation of our 
Named Executive Officers. Our Board and the Compensation Committee consider the result of the Say-on-Pay vote in 
determining the compensation of our Named Executive Officers.  
 
The Say-on-Pay vote demonstrated a strong level of support for our executive compensation philosophy, program, and 
practices, and our Board and the Compensation Committee did not implement significant changes to our executive 
compensation program for fiscal 2022 on this basis. However, in order to further align our stockholders' interests with our 
executives, we introduced PSU awards into our long-term incentive compensation program for fiscal 2022. 
 
We value the opinions of our stockholders. Stockholder feedback, including through direct discussion and prior stockholder 
votes, is reported to our Board, and Compensation Committee, as it relates to executive compensation, throughout the year. Our 
goal is to be responsive to our stockholders and ensure we understand and address their concerns and observations. Our Board

25 
and the Compensation Committee will consider the outcome of this year’s Say-on-Pay vote (see Proposal 2 in this Proxy 
Statement) and future Say-on-Pay votes, as well as feedback received throughout the year, when making executive 
compensation decisions. 
 
In addition, at our 2021 Annual Meeting of Stockholders, we conducted a non-binding stockholder advisory vote on the 
frequency of future Say-on-Pay votes (commonly known as a “Say-When-on-Pay” vote). Our stockholders expressed a 
preference for holding future Say-on-Pay votes on an annual, rather than a biennial or triennial, basis. Consistent with the 
recommendation of our Board and in recognition of this preference and other factors considered, our Board determined that, 
until the next Say-When-on-Pay vote, we will hold annual Say-on-Pay votes. Following the Annual Meeting of Stockholders to 
which this Proxy Statement relates, our next Say-on-Pay vote will take place at our 2023 Annual Meeting of Stockholders. 
 
Executive Compensation Philosophy and Objectives 
 
Our executive compensation program is guided by our overarching philosophy of paying for demonstrable performance. 
Consistent with this philosophy, we have designed our executive compensation program to achieve the following primary 
objectives: 
• 
Provide market competitive compensation and benefit levels that will attract, retain, motivate, and reward a 
highly-talented team of executive officers within the context of responsible cost management; 
• 
Establish a direct link between our financial, operational, and strategic objectives and results, as well as our 
values, and the compensation of our executive officers; 
• 
Align the interests and objectives of our executive officers with those of our stockholders by linking the long-term 
incentive compensation opportunities to stockholder value creation and their cash incentives to our annual 
performance; and 
• 
Offer total compensation opportunities to our executive officers that are competitive and fair. 
We structure the annual compensation of our Named Executive Officers using three principal elements: base salary, annual 
short-term incentive opportunities, and long-term incentive compensation opportunities in the form of equity awards. While the 
pay mix may vary from year to year, the ultimate goal is to achieve our compensation objectives as described above. 
We have not adopted policies or employed guidelines for allocating compensation between current and long-term 
compensation, between cash and non-cash compensation, or among different forms of non-cash compensation. 
 
Compensation-Setting Process 
 
Role of Compensation Committee 
 
The Compensation Committee discharges many of the responsibilities of our Board relating to the compensation of our 
Named Executive Officers and the non-employee members of our Board. The Compensation Committee is primarily 
responsible for establishing and reviewing our general compensation strategy. In addition, the Compensation Committee has 
overall responsibility for overseeing our compensation and benefit plans and policies generally, as well as overseeing and 
evaluating the compensation plans, policies, and practices applicable to our Named Executive Officers, and administering our 
equity incentive plans. The Compensation Committee reviews and approves annually all compensation decisions relating to the 
compensation of our Named Executive Officers. 
 
In carrying out its responsibilities, the Compensation Committee evaluates our compensation policies and practices with a 
focus on the degree to which these policies and practices reflect our executive compensation philosophy, develops strategies 
and makes decisions that it believes further our philosophy or align with developments in compensation practices, and reviews 
the performance of our Named Executive Officers when making decisions with respect to their compensation. 
  
The Compensation Committee’s authority, duties, and responsibilities are further described in its charter, which is reviewed 
annually and revised and updated as warranted. The charter is available on our website at 
https://investor.pagerduty.com/governance/governance-documents. 
 
The Compensation Committee retains a compensation consultant (as described below) to provide support in its review and 
assessment of our executive compensation program.

26 
Setting Target Total Direct Compensation 
The Compensation Committee reviews the base salary levels, annual short-term incentive opportunities, and long-term 
incentive compensation opportunities of our Named Executive Officers and all related performance criteria at the beginning of 
each year, or more frequently as warranted. Adjustments are generally effective in the first quarter of the fiscal year. 
The Compensation Committee does not establish a specific target for formulating the target total direct compensation 
opportunities of our Named Executive Officers. In making decisions about the compensation of our Named Executive Officers, 
the Compensation Committee relies primarily on the general experience of its members and subjective considerations of 
various factors, including the following: 
•
our executive compensation program objectives;
•
our performance against the financial, operational, and strategic objectives established by the Compensation
Committee and our Board;
•
each individual Named Executive Officer’s knowledge, skills, experience, qualifications, and tenure relative to
other similarly-situated executives at the companies in our compensation peer group and in selected broad-based
compensation surveys;
•
the scope of each Named Executive Officer’s role and responsibilities compared to other similarly-situated
executives at the companies in our compensation peer group and in selected broad-based compensation surveys;
•
the performance of each individual Named Executive Officer, based on a subjective assessment of his or her
contributions to our overall performance, ability to lead his or her business unit or function, and work as part of a
team;
•
the potential of each individual executive officer to contribute to our long-term financial, operational, and strategic
objectives;
•
our CEO’s compensation relative to that of our Named Executive Officers, and compensation parity among our
Named Executive Officers;
•
our financial performance relative to our compensation and performance peers;
•
the compensation practices of our compensation peer group and reflected in selected broad-based compensation
surveys and the positioning of each Named Executive Officer’s compensation in a ranking of compensation levels
based on an analysis of competitive market data;
•
the feedback received from our stockholders and the results of our annual say-on-pay advisory votes; and
•
the recommendations of our CEO with respect to the compensation of our other Named Executive Officers.
These factors provide the framework for compensation decision-making and final decisions regarding the compensation 
opportunity for each Named Executive Officer. No single factor is determinative in setting compensation levels, nor is the 
impact of any individual factor on the determination of pay levels quantifiable. 
The Compensation Committee does not weight these factors in any predetermined manner, nor does it apply any formulas 
in developing its compensation recommendations. The members of the Compensation Committee consider all of this 
information in light of their individual experience, knowledge of the Company, knowledge of the competitive market, 
knowledge of each Named Executive Officer, and business judgment in making their recommendations. 
The Compensation Committee also considers the potential risks in our business when designing and administering our 
executive compensation program, and we believe our balanced approach to performance measurement and pay delivery works 
to avoid misaligned incentives for individuals to undertake excessive or inappropriate risk. 
Role of Management 
In discharging its responsibilities, the Compensation Committee works with members of our management, including our 
CEO. Our management assists the Compensation Committee by providing information on corporate and individual 
performance, competitive market data, and management’s perspective and recommendations on compensation matters. 
Typically, our CEO will make recommendations to the Compensation Committee regarding compensation matters, 
including adjustments to annual cash compensation, long-term incentive compensation opportunities, and program structures,

27 
for our Named Executive Officers, except with respect to her own compensation. At the beginning of each year, our CEO 
reviews the performance of our other Named Executive Officers based on such individual’s level of success in accomplishing 
the business objectives established for him or her for the prior year and his or her overall performance during that year, and then 
shares these evaluations with, and makes recommendations to, the Compensation Committee for each element of compensation 
as described above. The annual business objectives for each Named Executive Officer are developed through mutual discussion 
and agreement between our CEO and the other Named Executive Officers and are reviewed with our Board. The Compensation 
Committee reviews and discusses these recommendations and proposals with our CEO and uses them as one factor in 
determining and approving the compensation for our other Named Executive Officers. 
Our CEO often attends meetings of our Board and the Compensation Committee at which executive compensation matters 
are addressed, makes recommendations to our Compensation Committee regarding the total compensation of the other Named 
Executive Officers, but is not present during discussion, deliberation and decisions regarding her own compensation. The 
Compensation Committee then reviews the recommendations and other data and makes decisions as to the total compensation 
for each Named Executive Officer, as well as the allocation of the amount of total compensation between salary, bonus and 
equity awards. 
Role of Compensation Consultant 
The Compensation Committee engages an external compensation consultant to assist it by providing information, analysis, 
and other advice relating to our executive compensation program, to assist it in developing appropriate incentive compensation 
plans for our executive officers, to provide it with advice and ongoing recommendations regarding material executive 
compensation decisions resulting from its annual executive compensation review, and to review the compensation proposals of 
management. The compensation consultant reports directly to the Compensation Committee and its chair, and serves at the 
discretion of the Compensation Committee, which reviews the engagement annually. 
For fiscal 2022, the Compensation Committee retained Compensia, Inc. (“Compensia”), a national compensation 
consulting firm, to serve as its compensation advisor to advise on executive compensation matters, including competitive 
market pay practices for our Named Executive Officers, and with the data analysis and selection of the compensation peer 
group. 
During fiscal 2022, Compensia attended the meetings of the Compensation Committee (both with and without management 
present) as requested and provided various services, including the following: 
•
consulting with the Compensation Committee chair and other members between Compensation Committee
meetings;
•
providing competitive market data based on the compensation peer group and data cuts from selected broad-based
compensation surveys for our Named Executive Officer positions and evaluating how the compensation we pay
our Named Executive Officers compares both to our performance and to how the companies in our compensation
peer group and the broad-based compensation surveys compensate their executives;
•
reviewing and analyzing the base salary levels, annual incentive short-term incentive opportunities, and long-term
incentive compensation opportunities of our Named Executive Officers and other executive officers;
•
reviewing and analyzing the cash and equity compensation levels for the non-employee members of our Board;
•
assessing executive compensation trends within our industry, and updating on corporate governance and
regulatory issues and developments;
•
reviewing competitive market design and practices for performance-based equity awards;
•
projecting equity usage in fiscal 2022;
•
reviewing competitive market design and practices for severance and change in control programs and policies
•
reviewing our executive compensation disclosure;
•
reviewing and updating the compensation peer group;
•
assessing compensation risk to determine whether our compensation policies and practices are reasonably likely to
have a material adverse impact on the Company; and
•
supporting other ad hoc matters throughout the year.
Compensia did not provide any services to us other than the consulting services to the Compensation Committee.

28 
The Compensation Committee regularly reviews the objectivity and independence of the advice provided by its 
compensation consultant on executive compensation matters. The Compensation Committee has evaluated Compensia’s 
engagement, and based on the six factors for assessing independence and identifying potential conflicts of interest that are set 
forth in Exchange Act Rule 10C-1(b)(4), the listing standards of the NYSE, and such other factors as were deemed relevant 
under the circumstances, has determined that Compensia is independent and that its relationship with Compensia and the work 
of Compensia on behalf of the Compensation Committee did not raise any conflict of interest or similar concerns. 
Competitive Positioning 
For purposes of assessing our executive compensation against the competitive market, the Compensation Committee 
reviews and considers the compensation levels and practices of a select group of peer companies. This compensation peer group 
consists of technology companies that are similar to us in terms of revenue, market capitalization, geographical location, and 
industry sector. 
The companies in the compensation peer group for fiscal 2022 were approved by the Compensation Committee in August 
2020 on the basis of their similarity to us, as determined using the following criteria: 
•
Location – public companies headquartered in the United States, with a preference for California-based
companies;
•
Industry Sector – companies in the software or internet services sector;
•
Revenue – approximately 0.4x to approximately 2.5x our last four fiscal quarters revenue of approximately $130
million (approximately $50 million to $325 million);
•
Market Capitalization – approximately 0.3x to approximately 3.0x our then current 30-day average market
capitalization of approximately $2.1 billion (approximately $640 million to $6.4 billion);
•
Growth – companies with one-year revenue growth greater than 10%; and
•
Market Status – preference for companies having recently completed their initial public offering of equity
securities.
In selecting the fiscal 2022 compensation peer group, the objective was to choose companies that resulted in us being near 
the median of the group in terms of both revenue and market capitalization. 
Our compensation peer group for fiscal 2022 was as follows: 
Alteryx        
Everbridge        
Pluralsight 
Anaplan        
Fastly        
Rapid7 
AppFolio        
Five9        
Smartsheet 
Bill.com Holdings 
Forescout Technologies 
Workiva 
Coupa Software 
Momentive 
Yext 
Domo 
MongoDB        
New Relic 
The compensation practices of the compensation peer group were a primary guide used by the Compensation Committee in 
fiscal 2022 to compare the competitiveness of each compensation element and overall compensation levels (base salary, target 
annual incentive opportunities, and long-term incentive compensation). 
To analyze the compensation practices of the companies in our compensation peer group, Compensia gathered data from 
public filings (primarily proxy statements) of the peer group companies, as well as from a peer custom cut (other than Domo 
who does not participate in the survey) of the Radford Global Technology Survey and a broad U.S.-based technology cut of 
companies with revenues between $200 million and $500 million of the Radford Global Technology Survey. This market data 
was then used as a reference point for the Compensation Committee to assess our current compensation levels in the course of 
its deliberations on compensation forms and amounts. 
The Compensation Committee reviews our compensation peer group each year (unless there have been significant changes 
to either our business model or market capitalization) and makes adjustments to its composition if warranted, taking into 
account changes in both our business and the businesses of the companies in the peer group.

29 
Compensation Elements 
In fiscal 2022, the principal elements of our executive compensation program, and the purposes for each element, were as 
follows: 
Base Salary 
Base salary represents the fixed portion of the compensation of our Named Executive Officers and is an important element 
of compensation intended to attract and retain highly-talented individuals. Generally, we use base salary to provide each Named 
Executive Officer with a specified level of cash compensation during the year with the expectation that he or she will perform 
his or her responsibilities to the best of his or her ability and in our best interests. 
Generally, we establish the initial base salaries of our Named Executive Officers through arm’s-length negotiation at the 
time we hire the individual, taking into account his or her position, qualifications, experience, prior salary level (if shared or 
otherwise publicly available), and the base salaries of our other Named Executive Officers. Thereafter, the Compensation 
Committee reviews the base salaries of our Named Executive Officers each year as part of its annual compensation review, with 
input from Ms. Tejada (except with respect to her own base salary) and makes adjustments as it determines to be reasonable and 
necessary to reflect the scope of a Named Executive Officer’s performance, individual contributions and responsibilities, 
position in the case of a promotion, and market conditions. 
In March 2021, the Compensation Committee reviewed the base salaries of our executive leadership team and direct 
reports to Ms. Tejada, including our other Named Executive Officers, taking into consideration the competitive market analysis 
prepared by its compensation consultant, the recommendations of Ms. Tejada (except with respect to her own base salary), and 
the other factors described in “Compensation-Setting Process – Setting Target Total Direct Compensation” above. Following 
this review, the Compensation Committee approved base salary increases for each of our Named Executive Officers to bring 
their base salaries to levels that were comparable to that of similarly situated executives at the companies in our compensation 
peer group, with such adjustments to be effective April 1, 2021. 
The base salaries of our Named Executive Officers for fiscal 2022 and 2021 were as follows: 
Named Executive Officer
Fiscal 2021 Base 
Salary ($)
Fiscal 2022 Base 
Salary ($)
Percentage Increase
Ms. Tejada 
450,000 
520,000 
 15.6 % 
Mr. Wilson 
400,000 
425,000 
 6.3 % 
Mr. Justice 
350,000 
400,000 
 14.4 % 
Ms. Giamalis 
326,480 
339,539 
 4.0 % 
The base salaries paid to our Named Executive Officers during fiscal 2022 are set forth in “Executive Compensation - 
Summary Compensation Table for Fiscal Year 2022” below under the heading “Executive Compensation.” 
Short-Term Incentive Awards 
In fiscal 2022, we used a short-term incentive compensation plan to motivate our employees, including our Named 
Executive Officers (other than Mr. Justice, our Executive Vice President, Chief Revenue Officer, who participates in a separate 
sales commission plan), to achieve our key annual business objectives. In March 2021, the Compensation Committee approved 
the Fiscal 2022 Short-Term Incentive Program (the “Fiscal 2022 Bonus Plan”) under the PagerDuty, Inc. Cash Incentive Bonus 
Plan to provide financial incentives to participants to achieve our key annual financial, operational, and strategic objectives as 
set forth in our fiscal 2022 annual operating plan and to maximize individual performance. 
The Compensation Committee approved the Fiscal 2022 Bonus Plan and after taking into consideration the objectives set 
forth in our fiscal 2022 annual operating plan approved by our Board. The Fiscal 2022 Bonus Plan provided for annual cash 
bonus payouts to each of our Named Executive Officer participants based entirely on our level of achievement with respect to 
designated corporate performance objectives. To be eligible to earn a bonus under the Fiscal 2022 Bonus Plan, a participant had 
to commence employment with us no later than 90 days from the end of the applicable program period, which aligned to our 
fiscal year, and remain continually employed by, and in good standing with, us through the applicable payout date of the bonus.

30 
Target Annual Cash Bonus Amounts 
 
For purposes of the Fiscal 2022 Bonus Plan, the amount of the annual cash bonus payout each participant was eligible to 
earn was based upon a percentage of such participant’s annual base salary as of the beginning of the fiscal year. In March 2021, 
the Compensation Committee reviewed the target annual cash bonus amounts of our executive leadership team and direct 
reports to Ms. Tejada, including our other Named Executive Officers, taking into consideration the competitive market analysis 
prepared by its compensation consultant, the recommendations of Ms. Tejada (except with respect to her own target annual cash 
bonus amount), and the other factors described in “Compensation-Setting Process – Setting Target Total Direct Compensation” 
above. Based on this review, the Compensation Committee determined to maintain the target annual cash bonus amounts (as a 
percentage of base salary) for Ms. Tejada, Mr. Wilson, and Ms. Giamalis at their fiscal 2021 levels, with such amounts to be 
effective for fiscal 2022. 
 
The target bonus amounts of our Named Executive Officers (other than Mr. Justice) for purposes of the Fiscal 2022 Bonus 
Plan were as follows: 
Named Executive Officer 
Fiscal 2022 Target Bonus (as a 
Percentage of Base Salary) 
Fiscal 2022 Target Bonus Amount ($) 
Ms. Tejada 
 100 % 
508,685 
Mr. Wilson 
 70 % 
294,671 
Ms. Giamalis 
 40 % 
134,971 
 
Potential bonus payouts for our Named Executive Officers under the Fiscal 2022 Bonus Plan could range from zero to 
200% of their target bonus amount, as determined by the Compensation Committee. 
 
Corporate Performance Measures 
 
The Compensation Committee selected revenue and operating margin as the corporate performance measures under the 
Fiscal 2022 Bonus Plan. The Compensation Committee believed that, for purposes of the Fiscal 2022 Bonus Plan, revenue and 
operating margin were the most appropriate performance measures to use in determining annual cash bonus payouts for our 
Named Executive Officer because, in its view, they were the best indicators of our successful execution of our annual operating 
plan. The Compensation Committee carefully selected rigorous performance targets in order to provide significant incentives to 
our Named Executive Officers. For purposes of the Fiscal 2022 Bonus Plan, revenue was to be weighted as 75% of the target 
annual cash bonus amount and operating margin was to be weighted at 25% of the target annual cash bonus amount. 
  
For purposes of the Fiscal 2022 Bonus Plan: 
• 
“Revenue” meant our GAAP revenue as defined in our periodic reports filed with the Securities and Exchange 
Commission for fiscal 2022.   
• 
The actual bonus amount attributable to the revenue performance measure could be greater or less than the target 
established for revenue of $267 million. Achievement of less than 90% of the target established for revenue would 
result in a bonus payout of 0%. Achievement of 90% of the target established for revenue would result in a bonus 
payout of 50% of target. Achievement of 107% of the target established for revenue would result in a bonus 
payout of 200% of target.  
• 
“Operating margin” meant our non-GAAP operating margin as defined in our periodic reports filed with the 
Securities and Exchange Commission for fiscal 2022. We define “non-GAAP operating margin” as GAAP 
operating margin excluding stock-based compensation expense, amortization of acquired intangible assets, and 
transaction related costs. We believe that these expenses are not necessarily reflective of operational performance 
during a period. In particular, we believe the consideration of measures that exclude such expenses can assist in 
the comparison of operational performance in different periods which may or may not include such expenses. 
 
• 
The actual bonus amount attributable to the operating margin performance measure could be greater or less than 
the target established for operating margin of negative 11%. In setting this target, the Compensation Committee 
took into consideration that the prior fiscal year was the first year of the pandemic, so the Company incurred 
significant savings relating to no travel expenses, no office catering, reduced facilities usage, and only virtual 
events. For fiscal 2022, there was an expectation to see a return of some, if not all, of these expenses. The target 
was set taking into account that the one-time benefit from prior year was not sustainable. Achievement of less than 
91% of the target established for operating margin would result in a bonus payout of 0%. Achievement of 91% of 
the target established for operating margin would result in a bonus payout of 50% of target. Achievement of 127% 
of the target established for operating margin would result in a bonus payout of 200%.

31 
Each measure is independent of the other. The payout for attainment between any two achievement levels for the revenue 
and operating margin performance measures described above would be determined on a straight-line extrapolation basis. 
Fiscal 2022 Short-Term Incentive Award 
In March 2022, the Compensation Committee determined the annual cash bonus payouts under the Fiscal 2022 Bonus Plan 
for our employees, including our Named Executive Officers who participated in the Fiscal 2022 Bonus Plan. The Compensation 
Committee reviewed our actual performance against the aggressive goals on accelerated growth that it set for fiscal 2022 and 
certified that we achieved revenue representing attainment of 105.4% of our revenue target for the year resulting in a payout 
percentage of 169.1%. The Compensation Committee attributed this level of attainment as a result of our consistent over-
achievement each fiscal quarter in terms of nnARR, with good monthly linearity. The Compensation Committee also certified 
that we had achieved an operating margin representing 125.5% of our operating margin target for the year resulting in a payout 
percentage of 188.4%. The Compensation Committee attributed this level of attainment to the steps taken at the end of the first 
half of the fiscal year to target an improved exit run rate for fiscal 2022. These achievements were even more exceptional when 
considering that the Compensation Committee established aggressive goals in the beginning of the year that if achieved would 
ensure revenue growth on a larger base, and laid a path to improve long term operating leverage. 
FY22 Revenue (GAAP)
Payout % 
Performance to Target 
Financial ($M) 
Minimum Threshold 
50% 
90% 
240 
Target
100% 
100% 
267 
120% 
102% 
273 
140% 
104% 
278 
Maximum
200% 
107% 
285 
Actual
169.1% 
105.4% 
281.4 
FY22 Op Loss Margin (Non-GAAP)
Payout % 
Performance to Target 
Op Loss Margin % 
Minimum Threshold 
50% 
91% 
-12.0%
Target
100% 
100% 
-11.0%
120% 
109% 
-10.0%
140% 
118% 
-9.0%
Maximum
200% 
127% 
-8.0%
Actual
188.4% 
125.5% 
-8.19%
Based on the respective weighting of each corporate performance measure, the Compensation Committee approved 
bonuses for each of our Named Executive Officers who participated in the Fiscal 2022 Bonus Plan equal to approximately 
173.9% of their target bonus amounts, as reflected below: 
Named Executive Officer
Target Annual Cash 
Bonus Payout
($)
Actual Annual Cash 
Bonus Payout
($)
Percentage of Target 
Annual Cash Bonus 
Actually Paid
(%)
Ms. Tejada 
508,685 
884,730 
173.9 
Mr. Wilson 
294,671 
512,507 
173.9 
Ms. Giamalis 
134,971 
234,749 
173.9

32 
Sales Commission Plan 
 As our Executive Vice President, Chief Revenue Officer, Mr. Justice’s short-term incentive compensation was based 
primarily on his ability to drive annual sales results and secondarily on meeting our non-GAAP operating margin performance 
goal described above under our Fiscal 2022 Bonus Plan. Pursuant to our Fiscal 2022 Sales Compensation Plan (the “2022 Sales 
Plan”) under the PagerDuty, Inc. Cash Incentive Bonus Plan, Mr. Justice was eligible to earn a target variable commission equal 
to 100% of his fiscal 2022 annual base salary, or $400,000. 
In fiscal 2022, 80% of Mr. Justice’s annual commission was based on our sales team’s performance in achieving our annual 
nnARR bookings target for the year. This amount was measured and paid monthly based on our actual performance against our 
nnARR targets for the year. This commission amount was to be paid linearly until he reached our target performance level for 
the year, at which point various accelerators would be triggered that could pay anywhere from two times the commission rate if 
we exceeded the target performance level and up to three times the commission rate if we exceeded 120% of the target 
performance level. The “commission rate” was calculated as the target commission divided by the nnARR target. Mr. Justice 
earned an aggregate payout for 2022 of $403,062 by meeting 113% of the target with respect to this 80% portion of his 
commission. The performance target levels for annual nnARR are not disclosed because we believe to do so would be 
competitively harmful, as it would give competitors insight into our strategic and financial planning processes. The 
Compensation Committee set the target for the nnARR performance measure at a level that it determined to be rigorous and 
challenging and that would require extraordinary efforts, excellent leadership, effective leveraging of our competencies and a 
focus on driving results. In addition, the Compensation Committee selected a nnARR target that exceeded our prior year 
performance. 
The remaining 20% of Mr. Justice’s annual commission for fiscal 2022 was dependent on our operating margin 
performance based on the same performance target and payout methodology that was established for the Fiscal 2022 Bonus 
Plan and described above. This amount was to be measured and paid after the end of the year based on actual performance 
against our operating margin target under the Fiscal 2022 Bonus Plan. Since we achieved operating margin representing 125.5% 
of our operating margin target for the year, Mr. Justice earned a payout of $147,675 with respect to this 20% portion of his 
commission. 
Based on this performance, for fiscal 2022, Mr. Justice earned a cash bonus under his sales commission plan in the amount 
of $550,737, or 140.6% of his target variable commission. 
The annual short-term incentive payments made to our Named Executive Officers for fiscal 2022 are set forth in the 
“Executive Compensation—Summary Compensation Table for Fiscal Year 2022.” 
Long-Term Incentive Compensation 
We view long-term incentive compensation in the form of equity awards as a critical element of our executive 
compensation program. The realized value of these equity awards bears a direct relationship to our stock price, and, therefore, 
these awards are an incentive for our Named Executive Officers to create value for our stockholders. Equity awards also help us 
retain qualified executive officers in a competitive market. 
Long-term incentive compensation opportunities in the form of equity awards are granted to our Named Executive Officers 
by Compensation Committee. The amount and forms of such equity awards are determined after considering the factors 
described in “Compensation-Setting Process – Setting Target Total Direct Compensation” above. The amounts of the equity 
awards are also intended to provide competitively-sized awards and resulting target total direct compensation opportunities that 
the Compensation Committee believes is reasonable and appropriate taking into consideration the factors described in the 
preceding sentence. 
Annual Equity Awards 
In March 2021, the Compensation Committee decided to introduce performance-vesting restricted stock unit (“PSU”) 
awards into our long-term incentive compensation program. The Compensation Committee decided to introduce PSUs to 
strengthen its pay-for-performance philosophy. Because PSUs only vest upon achievement of a key performance goal that 
drives our business and our stockholder value, the Compensation Committee believes that these awards increase the alignment 
between the interests of our executive officers and stockholders. Payout of the fiscal 2022 PSU awards was directly contingent 
upon the Company’s achievement of a rigorous stretch top line growth target.

33 
RSUs that vest over a multi-year period also remain an important part of our executive compensation program. While 
RSUs also serve as a pay-for-performance tool as the awards appreciate in value as stock price increases, the RSUs provide 
more stability to equity-based incentive awards and encourage retention over a multi-year period. Accordingly, the 
Compensation Committee determined that the equity awards to be granted to our Named Executive Officers for fiscal 2022 
should be in the form of both time-based restricted stock unit (“RSU”) awards that may be settled for shares of our common 
stock and PSU awards that may be earned and settled for shares of our common stock. The target value of the equity awards 
and the allocation between PSU awards and RSU awards granted to our Named Executive Officers in March 2021 were 
determined by the Compensation Committee after considering the intensely competitive market in which we operate, the value 
of our highly experienced executive team led by Ms. Tejada, the market data and recommendations provided by Compensia, as 
well as the other factors described in “Compensation-Setting Process – Setting Target Total Direct Compensation” above. 
Ms. Tejada received the largest equity award based on her overall responsibility for our performance and success. In 
addition, further differentiation was made among our Named Executive Officers based on the Compensation Committee’s 
review of the competitive market data for their respective positions and its desire to smooth transition to a normalized annual 
grant program. 
The equity awards granted to our Named Executive Officers effective April 2, 2021 were as follows: 
Named Executive Officer
RSUs 
(number of 
units)(1) 
RSU
(Target Value)
($)
PSUs 
(Target Number of Units) (1) 
PSUs 
(Target Value)(2) 
($) 
Ms. Tejada 
240,215 
10,000,000 
48,043 
2,000,000 
Mr. Wilson 
72,064 
3,000,000 
14,412 
600,000 
Mr. Justice 
84,075 
3,500,000 
14,412 
600,000 
Ms. Giamalis 
24,021 
1,000,000 
4,804 
200,000 
(1)
The number of units subject to the RSU awards and the PSU awards was determined by dividing (i) the RSU award target value or the PSU award target value, 
as applicable, by (ii) the average of the closing price of our common stock on the NYSE for the 30 trading days prior to the date of grant, rounded down to the 
nearest whole number of units. We use an average closing price to determine the number of shares, rather than the share price on the date of grant, to mitigate 
the impact of one-day or short-term stock price fluctuations. Each unit granted pursuant to these RSU awards and PSU awards represents a contingent right to
receive one share of our common stock for each unit that is earned and/or vests. 
(2)
Target value represents the value used by our Compensation Committee to calculate the number of shares subject to each Named Executive Officer’s equity
awards at the target performance level. This target total value differs from the values reflected in the Summary Compensation Table for Fiscal Year 2022 for 
several reasons, including the manner in which we determine the number of units, as described in the footnote above. The values in the Summary
Compensation Table for Fiscal Year 2022  represent the aggregate grant date fair value of each executive’s equity awards calculated in accordance with ASC
718 based on the single day closing price of our common stock on the date of grant and, for the PSUs, assuming the probable outcome of the performance 
conditions. 
RSU Awards – In the case of the RSU awards granted in April 2021 to our Named Executive Officers, 1/16th of the total number 
of units subject to the awards will vest on each quarterly anniversary of April 2, 2021, subject to such Named Executive 
Officer’s Continuous Service (as defined in our 2019 Equity Incentive Plan (the “2019 Equity Plan”) through each applicable 
vesting date. 
PSU Awards – In the case of the PSU awards granted in April 2021 to our Named Executive Officers, the units subject to the 
awards were to vest, if at all, based upon both (i) our level of achievement of a pre-established, rigorous performance condition 
(that is, nnARR) and (ii) each Named Executive Officer’s Continuous Service (as defined in the 2019 Equity Plan) through the 
time-based vesting schedule as set forth hereafter, and subject to the terms of the 2019 Equity Plan. 
Design of Fiscal 2022 PSU Awards. 
Performance Condition. A percentage of the target units set forth in each Named Executive Officer’s PSU grant notice (the 
“Target PSUs”) ranging from 0% to 200% were to become eligible to vest on the certification date based on our level of 
achievement of the nnARR performance target (the “Performance Target”) over the period commencing February 1, 2021 and 
ending January 31, 2022 (the “Performance Period”) as calculated in the following table: 
Net New Annual Recurring Revenue
Number of Eligible PSUs
75% of the Performance Target (“Threshold”) 
50% of Target PSUs 
100% of the Performance Target (“Target”) 
100% of Target PSUs 
110% of the Performance Target (“10% Stretch”) 
140% of Target PSUs 
120% of the Performance Target (“20% Stretch”)
175% of Target PSUs 
125% of the Performance Target (“Maximum”)
200% of Target PSUs

34 
If nnARR was between Threshold and Target, Target and 10% Stretch, 10% Stretch and 20% Stretch, or 20% Stretch and 
Maximum, then the resulting number of Eligible PSUs were to be linearly interpolated between such levels of nnARR as set 
forth in the table above. 
The number of units actually eligible to vest as determined by the Compensation Committee on the certification date were 
the “Eligible PSUs.” Any units which did not become Eligible PSUs on the certification date were to immediately terminate and 
be forfeited. 
Time-Based Vesting Condition. Thirty-three percent of the aggregate number of Eligible PSUs were to vest on April 2, 2022, the 
first anniversary of the date of grant of the PSU award (the “First Vest Date”), and the remainder of the Eligible PSUs will vest 
in eight equal quarterly installments on each of January 2nd, April 2nd, July 2nd, and October 2nd (the “Quarterly Vest Dates”), 
subject to the Named Executive Officer’s Continuous Service as of the First Vest Date and each subsequent vesting date.  
Our fiscal 2022 PSU awards are also subject to potential acceleration, as further described in “Executive Compensation— 
Potential Payments Upon Termination or Change in Control.” 
Results of Fiscal 2022 PSU Awards.  
On March 8, 2022, the Compensation Committee determined that our nnARR for fiscal 2022 was attained at 107.3% of the 
Performance Target. As shown in the foregoing table, this resulted in 129.2% of the Target PSUs granted to our Named 
Executive Officers becoming Eligible PSUs, as follows: 
Named Executive Officer
Target Number of PSUs
Actual Payout Percentage
Eligible PSUs
(Actual Number of PSUs eligible to 
vest under time-based vesting 
condition)
Ms. Tejada 
48,043 
129.2% 
62,068 
Mr. Wilson 
14,412 
129.2% 
18,614 
Mr. Justice 
14,412 
129.2% 
18,614 
Ms. Giamalis 
4,804 
129.2% 
6,202 
Disclosure of the target and actual nnARR amount would cause us meaningful competitive harm, but we have provided the 
percentage of the Performance Target attained as a meaningful key metric that conveys the key nature of the goal set and our 
achievements against it. These aggressive Performance Target ranges were set with a view to sustainable growth beyond 
delivering revenue only for fiscal 2022, and hence would require significant effort to achieve. It should be noted that the targets 
for this PSU award were even more aggressive than those for the annual cash bonus program, reflected in the Target PSU 
percentage being below that of the FY22 Short-Term Incentive percentage. 
Retention Equity Awards 
In September 2021, the Compensation Committee approved special RSU awards to enhance the retention of our executive 
officers, including our other Named Executive Officers. Based on the tight labor market in technology, competitor pressures, 
consideration of the value vested and unvested equity held by our Named Executive Officers and to ensure we can retain our 
highly qualified executive team in order to meet or exceed our business goals for the year, we felt it was necessary and 
appropriate to offer this special equity award for our top talent. The retention RSU awards granted to our Named Executive 
Officers effective October 2, 2021, which vest over three years subject to the Named Executive Officer’s continuous service, 
were as follows:  
Named Executive Officer
RSU Award (number of units) (1) 
RSU Award (target value) ($) (2) 
Mr. Wilson 
45,402 
2,000,000 
Mr. Justice 
45,402 
2,000,000 
Ms. Giamalis
17,025 
750,000 
(1) The number of units subject to the RSU awards was determined by dividing(i) the RSU award target value by (ii) the average of the closing price of our 
common stock on The New York Stock Exchange for the 30 trading days prior to the date of grant, rounded down to the nearest whole number of units. Each unit 
granted pursuant to these RSU awards represents a contingent right to receive one share of our common stock for each unit that vests.
(2) Target value for the RSU awards reflected the same considerations described above for the RSUs granted effective April 2, 2021.

35 
       In the case of the RSU awards granted in October 2021 to certain of our Named Executive Officers, 30% of the number of 
units subject to the awards will vest on October 2, 2022, 30% of the number of units subject to the awards will vest on October 
2, 2023, and 40% of the number of units subject to the awards will vest on October 2, 2024, subject to such Named Executive 
Officer’s Continuous Service (as defined in the 2019 Equity Plan) through each applicable vesting date. 
The equity awards granted to our Named Executive Officers during fiscal 2022 are set forth in the “Fiscal 2022 Summary 
Compensation Table” and the “Fiscal 2022 Grants of Plan-Based Awards Table” below under the heading “Executive 
Compensation.” 
Welfare and Health Benefits 
We maintain a tax-qualified defined contribution retirement plan under Section 401(k) of the Internal Revenue Code of 
1986, as amended (the “Code”), that provides eligible U.S. employees, including our Named Executive Officers, with an 
opportunity to save for retirement on a tax advantaged basis. Eligible employees may defer eligible compensation on a pre-tax 
and/or post-tax basis, up to the statutory annual limits on contributions under the Code. Employee contributions are allocated 
to each participant’s individual account and are then invested in selected investment alternatives according to the participant’s 
directions. Participants are immediately and fully vested in their contributions. 
The Section 401(k) plan is intended to be qualified under Section 401(a) of the Code with the plan’s related trust intended 
to be tax exempt under Section 501(a) of the Code. As a tax-qualified retirement plan, contributions to the Section 401(k) plan 
and earnings on those contributions are not taxable to the employees until distributed from the plan. Our 401(k) plan provides 
for discretionary matching of employee contributions. For fiscal 2022, we implemented an employer matching contribution of 
one percent (1%) of each participant’s employee contributions of at least one percent (1%) of eligible compensation through 
December 31, 2021. Effective January 1, 2022, the employer matching contribution was increased to two percent (2%) of each 
participant’s employee contributions of at least two percent (2%) of eligible wages during the period as defined in the 401(k) 
Plan. 
Additional benefits offered to all employees, including our Named Executive Officers, include medical, dental, and vision 
insurance, business travel insurance, an employee assistance program, a mental health benefit, health and dependent care 
flexible spending accounts, basic life insurance, accidental death and dismemberment insurance, short-term and long-term 
disability insurance, commuter benefits, and a monthly electronics allowance. During 2022, in response to the COVID-19 
pandemic, we also offered specific home office related reimbursements to our employees. 
We design our employee benefits programs to be affordable and competitive in relation to the market as well as compliant 
with applicable laws and practices. We adjust our employee benefits programs as needed based upon regular monitoring of 
applicable laws and practices and the competitive market. 
Perquisites and Other Personal Benefits 
 Currently, we do not view perquisites or other personal benefits as a significant component of our executive 
compensation program. Accordingly, we do not provide significant perquisites or other personal benefits to our Named 
Executive Officers except as generally made available to our employees, or in situations where we believe it is appropriate to 
assist an individual in the performance of his or her duties, to make him or her more efficient and effective, and for recruitment 
and retention purposes. 
During fiscal 2022, none of our Named Executive Officers received perquisites or other personal benefits that were, in the 
aggregate, $10,000 or more for any individual. 
In the future, we may provide perquisites or other personal benefits in limited circumstances, such as those described in 
the preceding paragraph. All future practices with respect to perquisites or other personal benefits will be approved and subject 
to periodic review by the Compensation Committee.

36 
Employment Arrangements 
We have entered into a written amended and restated employment offer letter with Ms. Tejada (the “Tejada Amended and 
Restated Offer Letter”) and into either a confirmatory employment agreement or employment offer letter with each of our other 
Named Executive Officers. Each of these arrangements was approved on our behalf by the Compensation Committee or our 
Board at the recommendation of the Compensation Committee. We believe that these arrangements were necessary to induce 
these individuals to forego other employment opportunities or leave their then-current employer for the uncertainty of a 
demanding position in a new and unfamiliar organization. 
In filling each of our executive positions, our Board or the Compensation Committee, as applicable, recognized that it 
would need to develop competitive compensation packages to attract qualified candidates in a dynamic labor market. At the 
same time, our Board and the Compensation Committee were sensitive to the need to integrate new executive officers into the 
executive compensation structure that we were seeking to develop, balancing both competitive and internal equity 
considerations. 
Each of our employment arrangements provides for “at will” employment (meaning that either we or the Named Executive 
Officer may terminate the employment relationship at any time without cause) and sets forth the initial compensation 
arrangements for the Named Executive Officer, including an initial base salary, a target annual bonus opportunity, eligibility to 
participate in our employee benefit programs, and severance payments and benefits upon a qualifying termination of 
employment. Further, each of our Named Executive Officers has executed a form of our standard proprietary information and 
inventions assignment agreement. 
Under the terms of the Tejada Amended and Restated Offer Letter, Ms. Tejada is eligible to receive certain specified 
severance payments and benefits in connection with certain terminations of her employment, including in connection with a 
change in control of our Company. Our other Named Executive Officers are eligible to participate in our Amended and Restated 
Executive Severance and Change in Control Policy (the “Severance Policy”). These post-employment compensation 
arrangements are discussed in “Executive Compensations—Potential Payments upon Termination or Change in Control.”  
As a result of Ms. Giamalis’ cessation of services in 2022 being “without cause” she is eligible for the severance payments 
and benefits pursuant to the Severance Policy as summarized below, which include a lump sum cash amount equal to six 
months of her then-current annual base salary and premiums for certain COBRA benefits.  
 For detailed descriptions of the employment arrangements we maintained with our Named Executive Officers during fiscal 
2022, see “Executive Compensations—Potential Payments upon Termination or Change in Control.” 
Severance and Change in Control Benefits 
 The Tejada Amended and Restated Offer Letter provides that Ms. Tejada is eligible to receive certain specified severance 
payments and benefits in connection with certain terminations of her employment, including in connection with a change in 
control of our Company. Our other Named Executive Officers are eligible to participate as Tier 2 participants in the Severance 
Policy. The Severance Policy provides these individuals with certain protection in the event of their termination of employment 
under specified circumstances, including following a change in control of our Company. To receive payments and benefits upon 
a qualifying termination of employment under these arrangements, our Named Executive Officers must sign and not revoke a 
general release of claims in our favor. In addition, under her Amended and Restated Offer Letter, Ms. Tejada must resign from 
our Board and return all of our property in her possession. 
 We believe that these protections were necessary to induce these individuals to leave their former employment for the 
uncertainty of a demanding position in a new and unfamiliar organization and help from a retention standpoint. These 
arrangements provide reasonable compensation to our Named Executive Officers if they leave our employ under certain 
circumstances to facilitate their transition to new employment. Further, in some instances we seek to mitigate any potential 
employer liability and avoid future disputes or litigation by requiring a departing Named Executive Officer to sign a release of 
claims agreement acceptable to us as a condition to receiving post-employment compensation payments or benefits. We also 
believe that these arrangements help maintain our Named Executive Officers continued focus and dedication to their assigned 
duties to maximize stockholder value if there is a potential transaction that could involve a change in control of our Company. 
The terms and conditions of Ms. Tejada’s Amended and Restated Offer Letter and the Severance Policy were approved by the 
Compensation Committee after an analysis of competitive market data. 
All payments and benefits in the event of a change in control of our Company are payable only if there is a subsequent loss 
of employment by an executive officer (a so-called “double-trigger” arrangement) or in the case of equity acceleration, upon a 
change in control if the acquiring company refuses to assume, continue, substitute for, or cancel for a specified per-share

37 
amount the outstanding awards. In the case of the acceleration of vesting of outstanding equity awards, we use these 
arrangements to protect against the loss of retention value in connection with and following a change in control of our 
Company and to avoid windfalls, both of which could occur if vesting of either equity or cash-based awards accelerated 
automatically as a result of the transaction. 
Originally, the Severance Policy was to remain in effect for three years from the date of the completion of our initial public 
offering, April 15, 2019, except that if on the date the Severance Policy is set to expire we have entered into an agreement that 
would cause a change in control to occur, then the Severance Policy will remain in effect until the consummation of the 
transaction constituting the change in control. On December 1, 2021, the Compensation Committee amended the Severance 
Policy to extend its term until April 11, 2025. 
If any of the payments or benefits provided for under the Tejada Amended and Restated Offer Letter and the Severance 
Policy or otherwise payable to a Named Executive Officer would constitute a “parachute payment” within the meaning of 
Section 280G of the Code and could be subject to the related excise tax, a Named Executive Officer would receive either full 
payment of such payments and benefits or such lesser amount that would cause no portion of the payments and benefits being 
subject to the excise tax, whichever results in the greater after-tax benefits to our Named Executive Officer. 
We do not use excise tax payments (or “gross-ups”) relating to a change in control of our Company and have no such 
obligations in place with respect to any of our executive officers, including our Named Executive Officers. 
We believe that having in place reasonable and competitive post-employment compensation arrangements in the event of a 
change in control of our Company are essential to attracting and retaining highly qualified executive officers. The 
Compensation Committee does not consider the specific amounts payable under the post-employment compensation 
arrangements when determining the annual compensation for our Named Executive Officers. We do believe, however, that 
these arrangements are necessary to offer compensation packages that are competitive. 
In May 2020, we amended the terms of all our outstanding options and RSU awards granted under our 2019 Equity Plan 
and our 2010 Stock Plan, to provide that, in the event of the holder’s termination due to death, the awards will accelerate in full. 
In March 2021, we amended the Tejada Amended and Restated Offer Letter to provide that in the event of a “change in 
control transaction” (as defined in the Amended and Restated Offer Letter) where her unvested equity awards that are subject to 
time-based vesting are not assumed, substituted, continued, or cancelled for a per-share amount payable to the holders of our 
common stock in connection with such change in control transaction (the “Terminating Equity Awards”), then 100% of the 
Terminating Equity Awards will automatically vest and, as applicable, become exercisable immediately prior to the change in 
control transaction and contingent upon the closing or completion of the change in control transaction (the “Terminating Award 
Acceleration”). The Terminating Award Acceleration will not apply to any equity awards that are subject to performance or 
milestone-based vesting conditions and each such equity award will be governed by its own terms with respect to treatment in 
the event of a change in control transaction. The Terminating Award Acceleration is contingent on a change in control 
transaction and does not require Ms. Tejada’s termination of service. 
In addition, in March 2021, we also amended and restated the Severance Policy in its entirety to provide a similar provision 
for Tier 2 and Tier 3 Participants (as defined in the Severance Policy). In the event of a “change in control” (as defined in the 
2019 Equity Plan) where a participant’s then-unvested equity awards that are subject to time-based vesting are Terminating 
Equity Awards, then 100% (in the case of a Tier 2 Participant) or 50% (in the case of a Tier 3 Participant) of such Terminating 
Equity Awards will be subject to the Terminating Award Acceleration. The Terminating Award Acceleration will not apply to 
any equity awards held by the participant that are subject to performance or milestone-based vesting conditions and each such 
equity award will be governed by its own terms with respect to treatment in the event of a change in control. The Terminating 
Award Acceleration is contingent on a change in control and does not require a “qualifying termination” (as defined in the 
Severance Policy) or other termination of service. 
 Our fiscal 2022 PSU awards are also subject to potential acceleration, as further described in “Executive Compensations—
Potential Payments Upon Termination or Change in Control.” 
For a summary of the material terms and conditions of the post-employment compensation arrangements we maintained 
with our Named Executive Officers during fiscal 2022, as well as an estimate of the potential payments and benefits that they 
would have been eligible to receive if a hypothetical change in control or other trigger event had occurred on January 31, 2022, 
see “Executive Compensations—Potential Payments Upon Termination or Change in Control.”

38 
Other Compensation Policies 
Compensation Recovery Policy 
Currently, we have not implemented a policy regarding retroactive adjustments to any cash or equity-based incentive 
compensation paid to our executive officers and other employees where the payments were predicated upon the achievement of 
financial results that were subsequently the subject of a financial restatement. We intend to adopt a general compensation 
recovery (“clawback”) policy covering our annual and long-term incentive award plans and arrangements once the SEC adopts 
final rules implementing the requirement of Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act. 
As a public company, if we are required to restate our financial results due to our material noncompliance with any 
financial reporting requirements under the federal securities laws as a result of misconduct, the CEO and CFO may be legally 
required to reimburse our Company for any bonus or other incentive-based or equity-based compensation they receive in 
accordance with the provisions of section 304 of the Sarbanes-Oxley Act of 2002. 
Hedging and Pledging Prohibitions 
Our Insider Trading Policy prohibits our employees (including our officers) and the non-employee members of our Board 
from engaging in derivative securities or hedging transactions. This prohibition extends to publicly traded options, such as puts 
and calls, and other derivative securities with respect to our securities (other than stock options and other compensatory equity 
awards issued to our employees (including our officers) and the non-employee members of our Board by our Company). This 
includes any hedging or similar transaction designed to decrease the risks associated with holding our common stock. 
Similarly, our Insider Trading Policy prohibits our employees (including our officers) and the non-employee members of 
our Board from using our securities as collateral for loans, pledging our securities as collateral for loans, or holding our 
common stock in a margin account. 
Compensation Risk Assessment 
The Compensation Committee has reviewed our compensation policies and practices, in consultation with Compensia, to 
assess whether they encourage employees to take inappropriate risks. After conducting this review of compensation-related risk, 
the Compensation Committee has concluded that our compensation policies and practices are not reasonably likely to have a 
material adverse effect on our Company. 
Tax and Accounting Considerations 
We take the applicable tax and accounting requirements into consideration in designing and operating our executive 
compensation program. 
Deductibility of Executive Compensation 
Under Section 162(m) of the Code (“Section 162(m)”), compensation paid to each of our “covered employees” that 
exceeds $1 million per taxable year is generally non-deductible unless the compensation qualifies for (i) certain grandfathered 
exceptions (including the “performance-based compensation” exception) for certain compensation paid pursuant to a written 
binding contract in effect on November 2, 2017 and not materially modified on or after such date or (ii) the reliance period 
exception for certain compensation paid by corporations that became publicly held on or before December 20, 2019. For 
purposes of Section 162(m), a “covered employee” includes our chief executive officer, chief financial officer, any other 
executive officer whose total compensation is required to be reported to stockholders under the Exchange Act by reason of such 
individual being among the three highest compensated executive officers for the tax year, and any executive officer who was 
subject to the deduction limit in any tax year beginning after December 31, 2016. 
Although the Compensation Committee will continue to consider tax implications as one factor in determining executive 
compensation, the Compensation Committee also looks at other factors in making its decisions and retains the flexibility to 
provide compensation for our Named Executive Officers in a manner consistent with the goals of our executive compensation 
program and the best interests of our Company and its stockholders, which may include providing for compensation that is not 
deductible by us due to the deduction limit under Section 162(m). The Compensation Committee also retains the flexibility to 
modify compensation that was initially intended to be exempt from the deduction limit under Section 162(m) if it determines 
that such modifications are consistent with our business needs.

39 
Accounting for Stock-Based Compensation 
 
The Compensation Committee takes accounting considerations into account in designing compensation plans and 
arrangements for our executive officers and other employees. Chief among these is ASC Topic 718, the standard which governs 
the accounting treatment of certain stock-based compensation. Among other things, ASC Topic 718 requires us to record a 
compensation expense in our income statement for all equity awards granted to our executive officers and other employees. 
This compensation expense is based on the grant date “fair value” of the equity award and, in most cases, will be recognized 
ratably over the award’s requisite service period (which, generally, will correspond to the award’s vesting schedule). This 
compensation expense is also reported in the compensation tables below, even though recipients may never realize any value 
from their equity awards.

40 
EXECUTIVE COMPENSATION 
Summary Compensation Table for Fiscal Year 2022 
The following table presents all of the compensation awarded to or earned by or paid to our Named Executive Officers 
for the fiscal years ended January 31, 2022, 2021 and 2020.  
Name
Fiscal
Year
Salary ($)
Bonus    
($)(1) 
Options 
Awards  
($)(2) 
Stock 
Awards  
($)(2) 
Non-Equity 
Incentive 
Plan 
Compensati
on ($)(3) 
All Other 
Compensati
on ($)(4) 
Total ($)
Jennifer Tejada 
Chief Executive Officer  
2022 
508,333 
— 
—  11,867,582 
884,730 
7,923  13,268,568 
2021 
450,000 
— 
—  5,646,686 
588,150 
2,058  6,686,894 
2020 
414,166 
—  8,566,174 
— 
62,114 
23,337  9,065,791 
Howard Wilson 
Chief Financial Officer 
2022 
420,833 
— 
—  5,480,722 
512,507 
5,032  6,419,094 
2021 
400,000 
— 
—  2,971,938 
365,960 
5,891  3,743,789 
2020 
357,145 
—  2,315,182 
— 
46,295 
11,030  2,729,652 
David Justice 
Executive Vice 
President, Chief 
Revenue Officer 
2022 
391,667 
— 
—  5,975,214 
550,737 
4,384  6,922,002 
2021 
350,000 
58,333 
— 
984,703 
289,667 
4,878  1,687,581 
2020 
43,750 
29,167 
440,306  5,215,551 
— 
794  5,729,568 
Stacey Giamalis(5) 
Former Senior Vice 
President, Legal, 
2022 
337,363 
— 
—  1,906,883 
234,749 
3,117  2,482,112 
2021 
326,480 
— 
—  1,238,308 
169,100 
4,339  1,738,227 
______________ 
(1) 
The amounts reported for Mr. Justice reflect a portion of the non-recoverable draw against commissions for the fiscal years ended January 31, 2021 and
2020 pursuant to the terms of his offer letter. 
(2) 
The amounts reported represent the aggregate grant date fair value of the option awards, RSU awards, and PSU awards, as applicable, granted to the 
Named Executive Officer in the fiscal years ended January 31, 2022, 2021 and 2020, calculated in accordance with FASB ASC Topic 718. Such aggregate 
grant date fair value does not take into account any estimated forfeitures related to service-vesting conditions. The assumptions used in calculating the 
grant date fair value of the option awards and stock awards reported in this column are set forth in Note 11 to our audited financial statements included in 
our Annual Report. With respect to PSUs granted in fiscal 2022, the grant date fair value in the table above is calculated assuming probable outcome of 
the applicable performance condition, measured as of the grant date in accordance with FASB ASC Topic 718. The grant date fair value of the PSUs, 
assuming achievement of the maximum level of performance under the applicable performance conditions is $3,955,861 for Ms. Tejada, $1,186,684 for 
each of Mr. Wilson and Mr. Justice, and $395,861 for Ms. Giamalis. The amounts reported in this column reflect the accounting cost for these option 
awards and stock awards, and do not correspond to the actual economic value that may be received by the Named Executive Officers upon vesting of the 
awards. 
(3) 
The amounts reported represent the Named Executive Officer’s total cash incentive bonuses earned for the fiscal year ended January 31, 2022, 2021 and 
2020, as described above under “Compensation Elements—Target Bonus Amounts,” and paid in fiscal 2022, 2021, and 2020, respectively. 
(4) 
The amounts reported include (i) driver services for Ms. Tejada, (ii) matching 401(k) contributions for each of Messrs. Wilson, Justice, and Ms. Giamalis, 
(iii) recognition awards and associated tax gross-up for each of Ms. Tejada ($492), Mr. Wilson ($492), and Ms. Giamalis ($147), and (iv) amounts paid to 
Ms. Tejada and Mr. Justice for the Company’s offsite sales achievers awards and associated tax gross-up for Mr. Justice ($405).
(5) 
On March 25, 2022, Ms. Giamalis notified the Company of her decision to resign as Senior Vice President, Legal, General Counsel, and Secretary of the 
Company, effective April 25, 2022. 
S
General C
 
ounsel, and 
ecretary

41 
Grants of Plan-Based Awards 
 
The following table shows, for the fiscal year ended January 31, 2022, certain information regarding grants of plan-
based awards to our Named Executive Officers:  
Estimated Future Payouts Under Non-
Equity Incentive Plan Awards (1) 
Estimated Future Payouts Under 
Equity Incentive Plan Awards (2) 
 
 
Name 
Grant 
Date 
Threshold  
($) 
Target 
($) 
Maximum  
($) 
Threshold  
(#) 
 
Target 
(#) 
 
Maximum  
(#) 
All Other 
Stock 
Awards: 
Number of 
Shares of 
Stock or 
Units (#)  
Grant 
Date Fair 
Value of 
Stock and 
Option 
Awards(3) 
($) 
Jennifer Tejada 
 
—   
254,342   
508,685   1,017,370  
4/2/2021 
24,022 
48,043 
96,086 
240,215(4) 
$ 11,867,582  
Howard Wilson 
 
—   
147,336   
294,671   
589,342  
10/2/2021 
45,402(5) 
$ 1,920,505  
4/2/2021 
7,206 
14,412 
28,824 
72,064(4) 
$ 3,560,217  
David Justice 
 
—   
—   
391,717   
—  
10/2/2021 
45,402(5) 
$ 1,920,505  
4/2/2021 
7,206 
14,412 
28,824 
84,075(4) 
$ 4,054,710  
Stacey Giamalis 
 
—   
67,486   
134,971   
269,942  
10/2/2021 
17,025(5) 
$ 
720,158  
4/2/2021 
2,402 
4,804 
9,608 
24,021(4) 
$ 1,186,725  
 
(1) 
These amounts reflect the threshold, target, and maximum non-equity incentive cash bonus amounts for performance for the fiscal year ended January 31, 2022 
for each of our Named Executive Officers, except for Mr. Justice, pursuant to the Fiscal 2022 Bonus Plan. For Mr. Justice, these amounts reflect the target non-
equity incentive cash bonus amount for performance for fiscal year ended January 31, 2022, pursuant to the Sales Plan. The Sales Plan does not specify overall 
threshold or maximum amounts. These amounts do not necessarily correspond to the actual amounts that were received by our Named Executive Officers. 
Target bonuses were set as a percentage of each Named Executive Officer's base salary earned for the fiscal year ended January 31, 2022, and were 100% for 
Ms. Tejada, 70% for Mr. Wilson, 100% for Mr. Justice (his target amount is a prorated amount for fiscal 2022 consisting of Mr. Justice’s salary from February 
1, 2021 to March 31, 2021 and his new salary as of April 1, 2021), and 40% for Ms. Giamalis, as further described in “Compensation Discussion and Analysis” 
above. 
(2) 
Amounts in the “Estimated Future Payouts Under Equity Incentive Plan Awards” represent the fiscal 2022 PSUs that were granted on April 2, 2021 and are 
eligible to vest based on the achievement of nnARR performance target during the one year performance period. The amounts shown in the Threshold column 
reflect the PSUs earned if the minimum corporate performance metric is met and is 50% of the amounts shown under the Target column. The amounts shown in 
the Target column reflect the PSUs earned if the corporate performance metric is at target. The amounts shown in the Maximum column reflect the PSUs earned 
if the maximum corporate performance metric is met and is 200% of the amounts shown under the Target column. The PSUs vest over three years, subject to 
continued service with us. 
(3) 
Amounts shown represent the aggregate grant date fair value of the equity awards, which includes RSUs and target PSUs, granted to our named executive 
officers, computed in accordance with ASC Topic 718. Pursuant to SEC rules, the amounts shown exclude the impact of estimated forfeitures related to service-
based vesting conditions. The assumptions used in the calculation of these amounts are described in Note 11 to our audited financial statements included in our 
Annual Report. The grant date fair value of the PSUs in the table above is calculated assuming probable outcome of the applicable performance condition, 
measured as of the grant date in accordance with ASC Topic 718. These amounts may not correspond to the actual value that may be recognized by our named 
executive officers. Material terms of plan-based awards, including criteria used in determining amounts payable and vesting of awards, are further discussed in  
“Compensation Discussion and Analysis” above. 
(4) 
The amounts represent RSU awards that vest ratably every quarter over four years with first vest occurring on July 2, 2021, subject to continuous service with 
us.  
(5) 
The amounts represent RSU awards that vest according to the following schedule: 30% of the shares vest on the first and second anniversaries of the grant date, 
and the remaining 40% of the shares vest on the third anniversary of the grant date subject to continuous service with us.

42 
Outstanding Equity Awards as of January 31, 2022 
The following table presents the outstanding equity incentive plan awards held by each of our Named Executive Officers as 
of January 31, 2022.  
Option Awards(1) 
Stock Awards(1) 
Name
Grant Date
Number of 
Securities 
Underlying 
Unexercised 
Options 
Exercisable 
(#) 
Number of 
Securities 
Underlying 
Unexercised 
Options 
Unexercisable 
(#) 
Option 
Exercise 
Price ($)
Option 
Expiration 
Date
Number of 
Shares or 
Units of 
Stock That 
Have Not 
Vested (#)
Market 
Value of 
Shares or 
Units of 
Stock That 
Have Not 
Vested(2) 
($) 
Equity 
Incentive 
Plan 
Awards: 
Number of 
Unearned 
Shares  or 
Units That 
Have Not 
Vested 
(#)
Equity 
Incentive 
Plan 
Awards: 
Market 
Value of 
Unearned 
Shares or 
Units That 
Have Not 
Vested (3)  
($) 
Jennifer Tejada 
Chief Executive Officer 
4/2/2021
195,175(4) 
6,444,679 
48,043(5) 
1,586,380 
4/2/2020
— 
— 
— 
— 
199,891(4) 
6,600,401 
3/8/2019(6) 
814,000 
— 
14.52 
3/7/2029
— 
— 
7/10/2018(7) 
726,542 
— 
7.43 
7/9/2028
— 
— 
7/22/2016(8) 
1,871,154 
— 
2.00 
7/21/2026
— 
— 
Howard Wilson 
Chief Financial Officer 
10/2/2021(9) 
45,402 
1,499,174 
4/2/2021
58,552(4) 
1,933,387 
14,412(5) 
475,884 
4/2/2020
— 
— 
— 
— 
105,206(4) 
3,473,902 
3/8/2019(10) 
220,000 
— 
14.52 
3/7/2029
— 
— 
7/10/2018(11) 
221,334 
8,666 
7.43 
7/9/2028
— 
— 
12/30/2016(12) 
246,164 
— 
2.00 
12/29/2026
— 
— 
David Justice 
Executive Vice 
President, Chief Revenue 
10/2/2021(9) 
45,402 
1,499,174 
4/2/2021
68,311(4) 
2,255,629 
14,412(5) 
475,884 
4/2/2020(13) 
— 
— 
— 
— 
34,859 
1,151,044 
1/2/2020(14) 
21,248 
21,248 
24.34 
1/1/2030
107,140 
3,537,763 
Stacey Giamalis (17) 
Senior Vice President, 
Legal, General Counsel, 
and Secretary 
10/2/2021(9) 
17,025 
562,166 
4/2/2021
19,518(4) 
644,484 
4,804(5) 
158,628 
 ...............................................  
4/2/2020
— 
— 
— 
— 
43,836(4) 
1,447,465 
3/8/2019(15) 
59,000 
— 
14.52 
3/7/2029
— 
— 
4/9/2018(16) 
206,184 
9,060 
5.87 
4/8/2028
— 
— 
______________ 
(1) 
All option and stock awards listed in this table were granted pursuant to the 2010 Plan or the 2019 Plan and are subject to acceleration of vesting as 
described in “—Employment Agreements with our Named Executive Officers ” or “—Potential Payments upon Termination or Change of Control” below.
(2) 
This column represents the market value of the shares of our common stock underlying the stock awards as of January 31, 2022, based on the closing 
price of our common stock, as reported on the NYSE, of $33.02 per share on January 31, 2022. 
(3) 
Target value represents the value used by our Compensation Committee to calculate the number of shares subject to each Named Executive Officer’s
equity awards at the target performance level. This target total value differs from the values reflected in the Summary Compensation Table for several
reasons. The values in the Summary Compensation Table represent the aggregate grant date fair value of each executive’s equity awards calculated in
accordance with ASC 718 based on the single day closing price of our common stock on the date of grant and, for the PSUs, assuming the probable 
outcome of the performance conditions.
(4) 
The shares underlying the stock award shall vest in 1/16 quarterly installments, commencing three months after the grant date, subject to continuous
service through each such date. 
(5) 
Each PSU granted represents a contingent right to receive one share of our common stock for each unit that is earned. The units subject to the PSU award
vests, if at all, based upon both (i) a pre-established, rigorous performance condition (that is, nnARR) and (ii) each Named Executive Officer’s 
Continuous Service (as defined in the 2019 Equity Plan) through the following time-based vesting schedule: Thirty-three percent of the aggregate number 
of Eligible PSUs vest on April 2, 2022, the first anniversary of the date of grant of the PSU award (the “First Vest Date”), and the remainder of the 
Eligible PSUs will vest in eight equal quarterly installments on each of January 2nd, April 2nd, July 2nd, and October 2nd (the “Quarterly Vest Dates”), 
subject to the Named Executive Officer’s Continuous Service as of the First Vest Date and each subsequent vesting date.
(6) 
All shares subject to the stock option first became exercisable on the grant date, subject to our right to repurchase unvested shares in the event Ms. 
Tejada’s employment terminates. The option vests as follows: (a) for 407,000 shares of 814,000 shares, 25% of the shares subject to option (a) shall 
vest on March 8, 2020 and 1/48th per month thereafter and (b) for 407,000 shares of 814,000 shares, 25% of the shares subject to option (b) shall vest on
March 8, 2021 and 1/48th per month thereafter, subject to her continuous service through each such date. Out of the unexercised options exercisable, 
474,834 shares subject to the options were vested as of January 31, 2022.
Officer

43 
(7) 
A portion of the option covering 26,916 shares is intended to qualify as an incentive stock option for federal tax purposes, and the remaining option to 
purchase 713,084 shares is a nonstatutory stock option. The option becomes exercisable as follows: (a) 13,458 shares subject to the incentive stock option
first become exercisable on January 1 in each of 2021 and 2022; and (b) all of the 713,084 shares subject to the nonstatutory stock option first become 
exercisable on the grant date, subject to our right to repurchase unvested shares in the event Ms. Tejada’s employment terminates. 12/48th of the total 
shares subject to the option vests on the 12-month anniversary of the vesting commencement date of July 10, 2018 and 1/48th of the total shares subject to
the option vests on the same day of each month thereafter, subject to her continuous service to us through each such date. Out of the unexercised options 
exercisable, 634,042 shares subject to the options were vested as of January 31, 2022. 
(8) 
A portion of the option covering 250,000 shares is intended to qualify as an incentive stock option for federal tax purposes, and the remaining option to
purchase 3,638,426 shares is a nonstatutory stock option. The option becomes exercisable as follows: (a) 50,000 shares subject to the incentive stock
option first become exercisable on the grant date and an additional 50,000 shares subject to the incentive stock option first become exercisable on January
1 in each of 2017, 2018, 2019, and 2020; and (b) all of the 3,638,426 shares subject to the nonstatutory stock option first become exercisable on the grant 
date, subject to our right to repurchase unvested shares in the event Ms. Tejada’s employment terminates. 12/48th of the total shares subject to the option
vests on the 12-month anniversary of the vesting commencement date of July 22, 2016 and 1/48th of the total shares subject to the option vests on the 
same day of each month thereafter, subject to her continuous service to us through each such date. Out of the unexercised options exercisable, 1,871,154
shares subject to the options were vested as of January 31, 2022. 
(9) 
The amounts represent RSU awards that vest according to the following schedule: 30% of the shares vest on the first and second anniversaries of the grant 
date, and the remaining 40% of the shares vest on the third anniversary of the grant date subject to continuous service with us.
(10) All shares subject to the stock option first became exercisable on the grant date, subject to our right to repurchase unvested shares in the event Mr. 
Wilson’s employment terminates. The option vests as follows: (a) for 110,000 shares of 220,000 shares, 25% of the shares subject to option (a) vested on
March 8, 2020 and 1/48th per month thereafter and (b) for 110,000 shares of 220,000 (6) shares, 25% of the shares subject to option (b) shall vest on
March 8, 2021 and 1/48th per month thereafter subject to his continuous service through each such date. Out of the unexercised options exercisable, 
128,334 shares subject to the options were vested as of January 31, 2022. 
(11) A portion of the option covering 26,916 shares is intended to qualify as an incentive stock option for federal tax purposes, and the remaining portion of the 
option covering 203,084 shares is a nonstatutory stock option. The option becomes exercisable as follows: (a) 13,458 shares subject to the incentive stock
option first become exercisable on January 1 in each of 2021 and 2022; and (b) all of the 203,084 shares subject to the nonstatutory stock option first 
become exercisable on the grant date, subject to our right to repurchase unvested shares in the event Mr. Wilson’s employment terminates. 12/48th of the 
total shares subject to the option vests on the 12-month anniversary of the vesting commencement date of July 10, 2018 and 1/48th of the total shares 
subject to the option vests on the same day of each month thereafter, subject to his continuous service to us through each such date. Out of the unexercised
options exercisable, 201,250 shares subject to the options were vested as of January 31, 2022. 
(12) A portion of the option covering 250,000 shares is intended to qualify as an incentive stock option for federal tax purposes, and the remaining portion of 
the option covering 372,148 shares is a nonstatutory stock option. The option becomes exercisable as follows: (a) 50,000 shares subject to the incentive 
stock option first become exercisable on the grant date and an additional 50,000 shares subject to the incentive stock option first become exercisable on
January 1 in each of 2017, 2018, 2019, and 2020; and (b) all of the 372,148 shares subject to the nonstatutory stock option first become exercisable on the 
grant date, subject to our right to repurchase unvested shares in the event Mr. Wilson’s employment terminates. 12/48th of the total shares subject to the 
option vests on the 12-month anniversary of the vesting commencement date of December 23, 2016 and 1/48th of the total shares subject to the option
vests on the same day of each month thereafter, subject to continuous service to us through each such date. Out of the unexercised options exercisable, 
246,164 shares subject to the options were vested as of January 31, 2022. 
(13) The shares underlying the stock award shall vest as follows: 25% of the shares shall vest on April 2, 2021 and 1/16  quarterly thereafter, subject to Mr. 
Justice’s continuous service through each such date. 
(14) The shares underlying the options shall vest and become exercisable and the shares underlying the stock award shall vest in accordance with the following
schedule: 25% one year from the date of grant and the remaining shall vest in 1/16 quarterly installments thereafter, subject to Mr. Justice's continuous
service through each such date.
(15) All shares subject to the stock option first became exercisable on the grant date, subject to our right to repurchase unvested shares in the event Ms. 
Giamalis’ employment terminates. The option vests as follows: (a) for 37,500 shares of 75,000 shares, 25% of the shares subject to option (a) shall vest on
March 8, 2020 and 1/48th per month thereafter and (b) for 37,500 shares of 75,000 shares, 25% of the shares subject to option (b) shall vest on March 8, 
2021 and 1/48th per month thereafter, subject to her continuous service through each such date. Out of the unexercised options exercisable, 43,750 shares 
subject to the options were vested as of January 31, 2022. 
(16) A portion of the option covering 85,250 shares is intended to qualify as an incentive stock option for federal tax purposes, and the remaining portion of the 
option covering 298,250 shares is a nonstatutory stock option. The incentive stock options vested and became exercisable as follows: (a) 20% of the 
shares subject to the options vested on March 9, 2018 and an additional 17,050 shares subject to the incentive stock options first become exercisable 
January 1 in each of 2019, 2020, 2021 and 2022; and (b) the non-qualified stock options 203,084 shares first became exercisable on March 9, 2018, 
subject to our right to repurchase unvested shares in the event the reporting person's employment terminates. 12/48th of the total shares vested on the 12-
month anniversary of March 9, 2018 and 1/48th of the part (b) shares vests monthly thereafter for a total vesting period of 48 months. Out of the 
unexercised options exercisable, 206,184 shares subject to the options were vested as of January 31, 2022. 
(17) Because Ms. Giamalis notified the Company on March 25, 2022 of her decision to resign as Senior Vice President, Legal, General Counsel, and Secretary
of the Company, effective April 25, 2022, her equity awards will cease vesting as of her separation date and that the period of time she may exercise 
options was shortened to August 4, 2022.

44 
Stock Option Exercises and Stock Vested 
 
The following table shows for the fiscal year ended January 31, 2022, certain information regarding option exercises 
and stock vested during the last fiscal year with respect to our Named Executive Officers:  
Option Awards 
Stock Awards 
Name 
Number of Shares 
Acquired on Exercise 
(#) 
Value Realized on 
Exercise(1) 
($) 
Number of Shares 
Acquired on Vesting 
(#) 
Value Realized on 
Vesting(2) 
($) 
Jennifer Tejada 
 
834,730    
32,051,751    
133,880    
5,353,635  
Howard Wilson 
 
83,000    
3,157,274    
60,270    
2,412,497  
David Justice 
 
—    
—    
96,445    
3,874,931  
Stacey Giamalis 
 
93,256    
3,722,825    
23,986    
960,421  
 
(1) 
The value realized on exercise represents the difference between the exercise price per share of the stock option and the market price of our common stock at 
the time of exercise. The value realized was determined without considering any taxes that may have been owed. 
(2) 
The value realized upon vesting of restricted stock units is calculated by multiplying the number of shares vested by the closing price of our common stock on 
the vest date. 
 
Employment Agreements with our Named Executive Officers 
 
Below are descriptions of our employment agreements with our Named Executive Officers. The agreements generally 
provide for at-will employment and set forth the Named Executive Officer’s initial base salary, target annual bonus opportunity, 
eligibility for employee benefits, and severance benefits upon a qualifying termination of employment. Furthermore, each of 
our Named Executive Officers has executed a form of our standard proprietary information and inventions assignment 
agreement. The key terms of the employment agreements with our Named Executive Officers are described below. 
 
Jennifer Tejada 
 
We entered into an amended and restated offer letter with Jennifer Tejada, our Chief Executive Officer, which was most 
recently amended in March 2021 and which sets forth the terms and conditions of her employment with us. The amended and 
restated offer letter has no specific term and provides for at-will employment. The amended and restated offer letter supersedes 
all existing agreements and understandings Ms. Tejada may have concerning her employment relationship with us. Ms. Tejada’s 
current annual base salary is $520,000 and her current target annual bonus opportunity is $520,000. Ms. Tejada is eligible to 
participate in benefit plans and arrangements made available to all of our full-time employees, subject to the terms of such 
plans. 
 
The amended and restated offer letter reaffirms that, on July 22, 2016, Ms. Tejada was granted a time-based vesting option 
to purchase shares of our common stock, which represented the right to purchase 6.25% of our issued and outstanding securities 
on a fully diluted basis as of the grant date. Pursuant to the terms of the amended and restated offer letter, if Ms. Tejada’s equity 
awards subject to time-based vesting and granted prior to a change in control transaction (as defined in her amended and 
restated offer letter) are not assumed, substituted, continued or cancelled for consideration (or, following the March 2021 
amendment, a per-share amount payable to holders of common stock, less any applicable per-share exercise price payable upon 
exercise of such equity award) in connection with the change in control transaction, 100% of the then-unvested shares subject 
to such equity awards will vest immediately prior to the change in control transaction. 
 
Under Ms. Tejada’s amended and restated offer letter, if Ms. Tejada’s employment is terminated other than for “cause,” she 
resigns for “good reason,” or her employment terminates due to her death or “disability” (such terms as defined in her amended 
and restated offer letter), in each case, during the period from three months before until 18 months following a “change in 
control transaction” (such period for the purposes of Ms. Tejada’s amended and restated offer letter, the “change in control 
transaction period”), Ms. Tejada will be eligible to receive the following severance benefits (less applicable tax withholdings): 
(i) a lump sum cash amount equal to 18 months of her then-current annual base salary, plus an additional $12,000; (ii) 100% 
accelerated vesting and exercisability, as applicable, of all of her outstanding equity awards subject to time-based vesting and 
granted prior to a change in control transaction; (iii) a lump sum cash amount equal to a prorated amount of her target annual 
bonus opportunity; and (iv) payment or reimbursement of premiums to continue group health coverage under COBRA (as 
defined below) for 18 months.

45 
Further, under Ms. Tejada’s amended and restated offer letter, if Ms. Tejada’s employment is terminated other than for 
cause, she resigns for good reason, or her employment terminates due to her death or disability any time other than during the 
change in control transaction period, Ms. Tejada will be eligible to receive the following severance benefits (less applicable tax 
withholding): (i) a lump sum cash amount equal to 12 months of her then-current annual base salary, plus an additional 
$12,000; (ii) accelerated vesting and exercisability, as applicable, of each of her outstanding equity awards subject to time-
based vesting with respect to a number of shares equal to 50% of the number of shares originally subject to the equity award; 
(iii) a lump sum cash amount equal to a prorated amount of her target annual bonus opportunity; and (iv) payment or 
reimbursement of the premiums to continue group health coverage under COBRA for 12 months.  
 
To receive the severance benefits above upon a qualifying termination, Ms. Tejada must timely (i) resign from our Board, 
(ii) sign and not revoke a general release of claims in our favor, and (iii) return all of our property in her possession. 
 
If any of the payments provided for under Ms. Tejada’s amended and restated offer letter or otherwise payable to Ms. 
Tejada would constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code and would be 
subject to the related excise tax under Section 4999 of the Internal Revenue Code, then she will be entitled to receive either full 
payment of benefits or such lesser amount which would result in no portion of the benefits being subject to the excise tax, 
whichever results in the greater amount of after-tax benefits to her. Ms. Tejada’s amended and restated offer letter does not 
require us to provide any tax gross-up payments to her. 
 
Howard Wilson 
 
We have entered into a confirmatory employment agreement with Howard Wilson, our Chief Financial Officer. The 
confirmatory employment agreement has no specific term and provides for at-will employment. Mr. Wilson’s current annual 
base salary is $425,000 and his current target annual bonus opportunity is $297,500. Mr. Wilson is eligible to participate in 
benefit plans and arrangements made available to all our full-time employees. Mr. Wilson also is eligible to receive severance 
benefits upon certain qualifying terminations of his employment, as more fully described below under “—Potential Payments 
upon Termination or Change of Control.” 
 
David Justice 
 
We have entered into an offer letter with David Justice, our Executive Vice President, Chief Revenue Officer. The offer 
letter has no specific term and provides for at-will employment. Mr. Justice’s current annual base salary is $400,000 and his 
current target sales commission opportunity is $400,000. Mr. Justice is eligible to participate in benefit plans and arrangements 
made available to all our full-time employees. Mr. Justice also is eligible to receive severance benefits upon certain qualifying 
terminations of his employment, as more fully described below under “—Potential Payments upon Termination or Change of 
Control.” 
 
Stacey Giamalis 
 
We have entered into a confirmatory employment agreement with Stacey Giamalis, our Senior Vice President, Legal, 
General Counsel, and Secretary which was effective prior to her separation with us in 2022. The confirmatory employment 
agreement had no specific term and provided for at-will employment. Ms. Giamalis’s annual base salary is $339,539. Ms. 
Giamalis was eligible to participate in benefit plans and arrangements made available to all our full-time employees. Ms. 
Giamalis was also eligible to receive severance benefits upon certain qualifying terminations of her employment, as more fully 
described below under “—Potential Payments upon Termination or Change of Control.” 
 
Potential Payments upon Termination or Change of Control 
 
We maintain an Executive Severance and Change in Control Policy  (the “ Severance Policy”), for Mr. Wilson, Mr. Justice, 
Ms. Giamalis (prior to the cessation of her services) and certain other executives (other than Ms. Tejada) and key employees, or 
participants, which was most recently amended in March 2021. Under the Severance Policy, if we terminate the employment of 
Mr. Wilson, Mr. Justice or Ms. Giamalis other than for “cause,” or he or she resigns for “good reason” (such terms as defined in 
the policy), in each case, during the period from three months before until 12 months following a “change in control” (as 
defined in the Severance Policy and such period for the purposes of the Severance Policy, the “change in control period”), Mr. 
Wilson, Mr. Justice or Ms. Giamalis, as applicable, will be eligible to receive the following severance benefits (less applicable 
tax withholdings): (i) a lump sum cash amount equal to 12 months of then-current annual base salary; (ii) a lump sum cash 
amount equal to a prorated amount of target annual bonus opportunity; (iii) continuation of health plan benefits at no cost under 
the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, or COBRA, for up to 12 months, and (iv) 100% of

46 
then outstanding and unvested equity awards that are subject to time-based vesting will fully vest and, as applicable, be 
exercisable. 
Further, under the Severance Policy, if Mr. Wilson, Mr. Justice or Ms. Giamalis is terminated other than for cause any time 
other than during the change in control period, he or she will be eligible to receive the following severance benefits (less 
applicable tax withholding): (i) a lump sum cash amount equal to six months of his then-current annual base salary and (ii) 
continuation of health plan benefits at no cost under COBRA for up to six months. 
In addition, pursuant to the March 2021 amendment, if equity awards held by Mr. Wilson, Mr. Justice or Ms. Giamalis that 
are subject to time-based vesting and granted prior to a change in control are not assumed, substituted, continued or cancelled 
for a per-share amount payable to holders of common stock, less any applicable per-share exercise price payable upon exercise 
of such equity award, in connection with the change in control, 100% of the then-unvested shares subject to such equity awards 
will vest immediately prior to the change in control, contingent upon such transaction. 
To receive the severance benefits above upon a qualifying termination, Mr. Wilson, Mr. Justice or Ms. Giamalis, as 
applicable, must sign and not revoke a general release of claims in our favor by the deadline set forth in the Severance Policy. 
If any of the payments provided for under the Severance Policy or otherwise payable to Mr. Wilson, Mr. Justice or Ms. 
Giamalis would constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code and would 
be subject to the related excise tax under Section 4999 of the Internal Revenue Code, then he or she will be entitled to receive 
either full payment of benefits or such lesser amount which would result in no portion of the benefits being subject to the excise 
tax, whichever results in the greater amount of after-tax benefits to him. The Severance Policy does not require us to provide 
any tax gross-up payments to Mr. Wilson, Mr. Justice or Ms. Giamalis or any other participant. 
Originally, the Severance Policy was to remain in effect for three years from the date of the completion of our initial public 
offering, which occurred on April 15, 2019, except if on the date the Severance Policy is set to expire we have entered into an 
agreement that would cause a change in control to occur, then the Severance Policy will remain in effect until the 
consummation of the transaction constituting a change in control. On December 1, 2021, the Compensation Committee 
amended the Severance Policy to extend its term until April 11, 2025.  
Ms. Tejada is not eligible to participate in the Severance Policy and is only eligible to receive potential termination or 
change of control payments pursuant to her amended and restated employment agreement, as described in “—Employment 
Agreements with our Named Executive Officers—Jennifer Tejada”. 
In addition, in May 2020 all options and RSUs granted under our 2019 Plan and our 2010 Plan were amended to provide 
that they will fully accelerate in the event of the holder’s termination due to death. 
Pursuant to the terms of our fiscal 2022 PSU awards, in the event of the holder’s termination due to death, the Eligible 
PSUs will fully accelerate. In the event of a change in control, the Eligible PSUs will continue to vest in accordance with the 
time-based schedule, subject to potential acceleration pursuant to the Severance Policy terms or, with respect to Ms. Tejada, 
pursuant to her amended and restated employment agreement terms, applicable to time-based vesting awards. In addition, upon 
Ms. Tejada’s involuntary termination (as defined in her amended and restated employment agreement) excluding death, the 
Eligible PSUs then-outstanding will be eligible for the vesting acceleration that applies to time-based vesting awards under her 
employment agreement. 
The following table summarizes the estimated payments and benefits that would be provided to our Named Executive 
Officers upon termination or a change of control, assuming the triggering event took place on January 31, 2022.

47 
Named Executive Officer
Involuntary 
Termination of 
Employment 
Without Cause 
Not in Change in 
Control Period(1)(2) 
($)
Involuntary 
Termination of 
Employment Due 
to Death Not in 
Change in Control 
Period(12) 
($) 
Involuntary 
Termination of 
Employment 
Without Cause or 
Voluntary 
Resignation for 
Good Reason 
Within Change in 
Control Period(2) 
($)
Involuntary 
Termination of 
Employment Due 
to Death Within 
Change in Control 
Period(13) 
($) 
Change in Control 
Where Awards 
Are Not Assumed 
and Executive 
Remains in 
Service(11) 
($)
Jennifer Tejada
Severance Payment(3) 
1,052,000 
1,052,000 
1,312,000 
1,312,000 
— 
Value of Benefits(4) 
33,172 
33,172 
49,758 
49,758 
— 
Equity Acceleration(5)(6) 
11,636,553 
23,273,105 
23,273,105 
23,273,105 
23,273,105 
Total 
12,721,725 
24,358,277 
24,634,863 
24,634,863 
23,273,105 
Howard Wilson 
Severance Payment(7) 
212,500 
— 
722,500 
— 
— 
Value of Benefits(4) 
13,938 
— 
27,875 
— 
— 
Equity Acceleration(5)(8) 
— 
9,813,881 
9,813,881 
9,813,881 
9,813,881 
Total 
226,438 
9,813,881 
10,564,256 
9,813,881 
9,813,881 
David Justice 
Severance Payment(9) 
200,000 
— 
800,000 
— 
— 
Value of Benefits(4) 
16,586 
— 
33,172 
— 
— 
Equity Acceleration(5)(8) 
— 
9,103,927 
9,103,927 
9,103,927 
9,103,927 
Total 
216,586 
9,103,927 
9,937,099 
9,103,927 
9,103,927 
Stacey Giamalis(14) 
Severance Payment(10) 
169,770 
— 
475,355 
— 
— 
Value of Benefits(4) 
20,134 
— 
20,134 
— 
— 
Equity Acceleration(5)(8) 
— 
4,041,746 
4,041,746 
4,041,746 
4,041,746 
Total 
189,904 
4,041,746 
4,537,235 
4,041,746 
4,041,746

(1)
Includes, for Ms. Tejada, a resignation for good reason or involuntary termination due to disability.
(2)
Includes, for Ms. Tejada, an involuntary termination due to disability. The Change in Control Period is defined as the period commencing three months prior to
and ending 12 months (or, with respect to Ms. Tejada, 18 months) following a change in control.
(3)
$1.1 million represents 12 months of the Named Executive Officer's annual base salary in effect on January 31, 2022, plus 100% of the Named Executive
Officer's target annual bonus for fiscal year 2022, plus an additional $12,000. $1.3 million represents 18 months of the Named Executive Officer's annual base 
salary in effect on January 31, 2022, plus 100% of the Named Executive Officer's target annual bonus for fiscal year 2022, plus an additional $12,000
(4)
The amounts in this row reflect the estimated value of future premiums under our health and welfare benefit plans. 
(5)
The amounts in this row reflect the value of accelerated vesting of stock options, RSUs, and PSUs. The value of accelerated vesting of stock options was
calculated by multiplying the number of shares subject to accelerated vesting under outstanding stock options by the difference between $33.02, which was the 
closing market price per share of our common stock on January 31, 2022 (the last trading date before the end of our fiscal year), and the per share exercise price 
of the applicable accelerated stock option. The value of accelerated vesting of RSUs, and PSUs was calculated by multiplying the number of shares subject to 
accelerated vesting under RSU and PSU grants by $33.02, which was the closing market price per share of our common stock on January 31, 2022 (the last
trading date before the end of our fiscal year). For PSUs, the performance conditions have been deemed satisfied based on actual achievement.
(6)
$11.6 million represents the accelerated vesting of 50% of the Named Executive Officer’s unvested stock options, RSUs and PSUs as of January 31, 2022.$23.3
million represents the accelerated vesting of 100% of the Named Executive Officer’s unvested stock options,  RSUs, and PSUs as of January 31, 2022.
(7)
$0.2 million represents six months of the Named Executive Officer's annual base salary in effect on January 31, 2022. $0.7 million represents 12 months of the
Named Executive Officer's annual base salary in effect on January 31, 2022, plus 100% of the Named Executive Officer's target annual bonus for fiscal year
2022.
(8)
Represents the accelerated vesting of 100% of the Named Executive Officer’s unvested stock options, RSUs and PSUs as of January 31, 2022. 
(9)
$0.2 million represents six months of the Named Executive Officer's annual base salary in effect on January 31, 2022. $0.8 million represents 12 months of the
Named Executive Officer's annual base salary in effect on January 31, 2022, plus 100% of the Named Executive Officer's target annual bonus for fiscal year
2022.
(10)
$0.2 million represents six months of the Named Executive Officer's annual base salary in effect on January 31, 2022. $0.5 million represents 12 months of the
Named Executive Officer's annual base salary in effect on January 31, 2022, plus 100% of the Named Executive Officer's target annual bonus for fiscal year
2022.
(11)
Represents the accelerated vesting of 100% of the Named Executive Officer’s unvested stock options, RSUs and PSUs as of January 31, 2022, assuming a
change in control transaction occurs and such awards are not assumed, substituted, continued or cancelled for a per-share amount payable to holders of common
stock, less any applicable per-share exercise price payable upon exercise of such equity award, in connection with the transaction and such Named Executive
Officer’s employment continues.
(12)
For Ms. Tejada, $1.1 million represents 12 months of the Named Executive Officer's annual base salary in effect on January 31, 2022, plus 100% of the Named
Executive Officer's target annual bonus for fiscal year 2022, plus an additional $12,000. $23.3 million represents the accelerated vesting of 100% of the Named
Executive Officer’s unvested stock options, RSUs and PSUs as of January 31, 2022.
(13)
For Ms. Tejada, $1.3 million represents 18 months of the Named Executive Officer's annual base salary in effect on January 31, 2022, plus 100% of the Named 
Executive Officer's target annual bonus for fiscal year 2022, plus an additional $12,000. Amounts for all Named Executive Officer’s include the accelerated
vesting of 100% of the Named Executive Officer’s unvested stock options, RSUs and PSUs as of January 31, 2022.
(14)
As a result of Ms. Giamalis’ cessation of services in 2022 being “without cause,” she is eligible for the severance payments and benefits pursuant to the
Severance Policy as described above under “Employment Agreements with our Named Executive Officers,” which include a lump sum cash amount equal to
six months of her then-current annual base salary and premiums for certain COBRA benefits. 
Pension Benefits 
Aside from our 401(k) Plan, we do not maintain any pension plan or arrangement under which our Named 
Executive Officers are entitled to participate or receive post-retirement benefits. 
Non-Qualified Deferred Compensation 
We do not maintain any non-qualified deferred compensation plans or arrangements under which our Named 
Executive Officers are entitled to participate. 
48

49 
Compensation Committee Report* 
The Compensation Committee has reviewed and discussed with management the Compensation Discussion and Analysis 
(the “CD&A”) contained in this Proxy Statement. Based on this review and discussion, the Compensation Committee has 
recommended to our Board that the CD&A be included in this Proxy Statement and incorporated into our Annual Report on 
Form 10-K for the fiscal year ended January 31, 2022. 
Compensation Committee 
Zachary Nelson (Chair) 
Sameer Dholakia 
Rathi Murthy 
*The material in this report is not “soliciting material,” is furnished to, but not deemed “filed” with, the Commission and is not deemed to be
incorporated by reference in any of our filings under the Securities Act or the Exchange Act, other than our Annual Report on Form 10 K,
where it shall be deemed to be “furnished,” whether made before or after the date hereof and irrespective of any general incorporation
language in any such filing.”
Employee Benefit and Stock Plans 
2019 Equity Incentive Plan 
Our Board adopted and our stockholders approved our 2019 Equity Incentive Plan, in March 2019. The 2019 Plan became 
effective in connection with our IPO and was amended in March 2022 (as amended, the “2019 Plan”). The 2019 Plan provides 
for the grant of incentive stock options, or ISOs, nonstatutory stock options, or NSOs, stock appreciation rights, restricted stock 
awards, restricted stock unit awards, performance-based stock awards, and other stock awards, or collectively, stock awards. 
ISOs may be granted only to our employees, including our officers, and the employees of our affiliates. All other awards may 
be granted to our employees, including our officers, our non-employee directors, and consultants, and the employees and 
consultants of our affiliates. 
Plan Administration.    Our Board, or a duly authorized committee of our Board, administers the 2019 Plan. Our Board 
may also delegate to one or more of our officers the authority to (1) designate employees (other than officers) to receive 
specified stock awards, and (2) determine the number of shares subject to such stock awards. Under the 2019 Plan, our Board 
has the authority to determine and amend the terms of awards, including (but not limited to) the recipients; the exercise, 
purchase, or strike price of stock awards, if any; the number of shares subject to each stock award; the fair market value of a 
share of our common stock; the vesting schedule applicable to the awards, together with any vesting acceleration; and the form 
of consideration, if any, payable upon exercise or settlement of the award. In addition, our Board also generally has the 
authority to effect, with the consent of any adversely affected participant, the reduction of the exercise, purchase, or strike price 
of any outstanding award; the cancellation of any outstanding stock award and the grant in substitution therefor of other awards, 
cash, or other consideration; or any other action that is treated as a repricing under generally accepted accounting principles. 
Non-Employee Director Limitation.    The maximum number of shares of common stock subject to awards granted under 
the 2019 Plan or otherwise during any one calendar year to any non-employee director, taken together with any cash fees paid 
by us to the non-employee director during that year for service on our Board, will not exceed $750,000 in total value 
(calculating the value of the awards based on the grant date fair value for financial reporting purposes), or, with respect to the 
calendar year in which a non-employee director is first appointed or elected to our Board, $1,000,000. 
Stock Options.    ISOs and NSOs are granted pursuant to stock option agreements adopted by the plan administrator. The 
plan administrator determines the exercise price for stock options, within the terms and conditions of the 2019 Plan, provided 
that the exercise price of a stock option generally cannot be less than 100% of the fair market value of our common stock on the 
date of grant. Options granted under the 2019 Plan vest at the rate specified in the stock option agreement as determined by the 
plan administrator. The maximum number of shares of our common stock that may be issued upon the exercise of ISOs under 
the 2019 Plan is equal to three times the aggregate number of shares initially reserved under the 2019 Plan. 
Restricted Stock Unit Awards.    Restricted stock unit awards are granted pursuant to restricted stock unit award agreements 
adopted by the plan administrator. Restricted stock unit awards may be granted in consideration for any form of legal 
consideration that may be acceptable to our Board and permissible under applicable law. A restricted stock unit award may be 
settled by cash, delivery of stock, a combination of cash and stock as deemed appropriate by the plan administrator, or in any 
other form of consideration set forth in the restricted stock unit award agreement. Additionally, dividend equivalents may be 
credited in respect of shares covered by a restricted stock unit award. Except as otherwise provided in the applicable award

50 
agreement, restricted stock units that have not vested will be forfeited once the participant’s continuous service ends for any 
reason. 
Corporate Transactions.    The 2019 Plan provides that in the event of certain specified significant corporate transactions 
including: (1) a sale of all or substantially all of our assets, (2) the sale or disposition of more than 50% of our outstanding 
securities, (3) the consummation of a merger or consolidation where we do not survive the transaction, and (4) the 
consummation of a merger or consolidation where we do survive the transaction but the shares of our common stock 
outstanding prior to such transaction are converted or exchanged into other property by virtue of the transaction )”each, a 
“Corporate Transaction”), each outstanding award will be treated as the plan administrator determines unless otherwise 
provided in an instrument evidencing the stock award or other written agreement between us and the award holder. The 
following will apply to stock awards in such event:  
•
stock awards may be assumed by a surviving corporation or acquiring corporation;
•
if the surviving corporation or acquiring corporation (or its parent company) does not (a) assume or continue such
outstanding stock awards, (b) substitute similar awards for such outstanding stock awards, or (c) cancel such
outstanding stock awards for a per-share payment, in such form as may be determined by the Board, equal in value, at
the effective time of the Corporate Transaction, to the value of property payable to the holders of Common Stock in
connection with such Corporate Transaction and reduced, if applicable, for the per-share exercise price payable for
such stock award, the vesting of such stock awards will be accelerated in full to a date prior to the effective time of
such Corporate Transaction (contingent upon the effectiveness of the Corporate Transaction) as the Board determines;
•
if surviving corporation or acquiring corporation (or its parent company) does not assume or continue such outstanding
stock awards or substitute similar awards for such outstanding stock awards, then with respect to stock awards that
have not been assumed, continued or substituted and that are held by persons other than Current Participants (as
defined in the 2019 Plan), such stock awards will terminate if not exercised (if applicable) prior to the occurrence of
the Corporate Transaction, subject to certain conditions set forth in the 2019 Plan;
•
in the event a stock award will terminate if not exercised prior to the effective time of a Corporate Transaction, the
Board may provide, in its sole discretion, that the holder of such stock award may not exercise such stock award but
will receive a payment, in such form as may be determined by the Board, equal in value, at the effective time, to the
excess, if any, of (1) the value of the property the Participant would have received upon the exercise of the stock award
(including, at the discretion of the Board, any unvested portion of such stock award), over (2) any exercise price
payable by such holder in connection with such exercise.
The plan administrator is not obligated to treat all stock awards or portions of stock awards, even those that are of the same 
type, in the same manner in the event of a corporate transaction. 
In the event of a change in control, awards granted under the 2019 Plan will not receive automatic acceleration of vesting 
and/or exercisability, although this treatment may be provided for in an award agreement or in any other written agreement 
between us and the participant. Under the 2019 Plan, a change in control generally will be deemed to occur in the event: (1) the 
acquisition by any a person or company of more than 50% of the combined voting power of our then outstanding stock; (2) a 
merger, consolidation, or similar transaction in which our stockholders immediately before the transaction do not own, directly 
or indirectly, more than 50% of the combined outstanding voting power of the surviving entity or the parent of the surviving 
entity; (3) a sale, lease, exclusive license, or other disposition of all or substantially all of our assets other than to an entity more 
than 50% of the combined voting power of which is owned by our stockholders; or (4) an unapproved change in the majority of 
our Board. 
2019 Employee Stock Purchase Plan 
Our Board adopted and our stockholders approved our 2019 Employee Stock Purchase Plan (the “ESPP”), in March 2019. 
The ESPP became effective in connection with our IPO. 
The purpose of the ESPP is to secure the services of new employees, to retain the services of existing employees, and to 
provide incentives for such individuals to exert maximum efforts toward our success and that of our affiliates. The ESPP is 
intended to qualify as an “employee stock purchase plan” within the meaning of Section 423 of the Code for U.S. employees. In 
addition, the ESPP authorizes grants of purchase rights that do not comply with Section 423 of the Code under a separate non-
423 component. In particular, where such purchase rights are granted to employees who are employed or located outside the 
United States, our Board may adopt rules that are beyond the scope of Section 423 of the Code.

51 
Administration.  Our Board has delegated its authority to administer the ESPP to our compensation committee. The ESPP 
is implemented through a series of offerings under which eligible employees are granted purchase rights to purchase shares of 
our common stock on specified dates during such offerings. Under the ESPP, we may specify offerings with durations of not 
more than 27 months and may specify shorter purchase periods within each offering. Each offering will have one or more 
purchase dates on which shares of our common stock will be purchased for employees participating in the offering. An offering 
under the ESPP may be terminated under certain circumstances. 
Payroll Deductions.  Generally, all regular employees, including executive officers, employed by us or by any of our 
designated affiliates, may participate in the ESPP and may contribute, normally through payroll deductions, up to 15% of their 
earnings (as defined in the ESPP) for the purchase of our common stock under the ESPP. Unless otherwise determined by our 
Board, common stock will be purchased for the accounts of employees participating in the ESPP at a price per share that is at 
least the lesser of (1) 85% of the fair market value of a share of our common stock on the first date of an offering, or (2) 85% of 
the fair market value of a share of our common stock on the date of purchase.  
Corporate Transactions.  The ESPP provides that in the event of certain specified significant corporate transactions 
including: (1) a sale of all or substantially all of our assets, (2) the sale or disposition of more than 50% of our outstanding 
securities, (3) the consummation of a merger or consolidation where we do not survive the transaction, and (4) the 
consummation of a merger or consolidation where we do survive the transaction but the shares of our common stock 
outstanding prior to such transaction are converted or exchanged into other property by virtue of the transaction, a successor 
corporation may assume, continue or substitute each outstanding purchase right. If the successor corporation does not assume, 
continue, or substitute for the outstanding purchase rights, the offering in progress will be shortened and a new exercise date 
will be set. The participants’ purchase rights will be exercised on the new exercise date and such purchase rights will terminate 
immediately thereafter. 
2010 Stock Plan 
Our Board adopted and our stockholders approved our 2010 Stock Plan, or the 2010 Plan, in September 2010. The 2010 
Plan has been periodically amended, most recently in July 2018. The 2010 Plan provides for the grant of ISOs to our 
employees, any parent or certain of our subsidiary companies, and for the grant of NSOs and restricted shares to such 
employees, our directors, and to consultants engaged by us or any of our subsidiary companies. The 2010 Plan was terminated 
in connection with our IPO, and all outstanding awards granted under the 2010 Plan remain subject to the terms of the 2010 
Plan. 
Plan Administration.  Our Board (referred to as the plan administrator for purposes of the 2010 Plan) administers and 
interprets the provisions of the 2010 Plan. Under the 2010 Plan, the plan administrator has the authority to, among other things, 
accelerate the vesting of awards and institute and determine the terms of an option exchange program under which outstanding 
stock options are exchanged for stock options with a lower exercise price or restricted stock or are amended to decrease the 
exercise price as a result of a decline in the fair market value of our common stock. 
Stock Options and Restricted Shares.  Stock options and restricted shares granted under the 2010 Plan generally have terms 
similar to those described above with respect to stock options and restricted shares granted under the 2019 Plan. 
Corporate Transactions.  In the event of a sale of all or substantially all of our assets or a merger, consolidation, or other 
capital reorganization or business combination of us with or into another corporation, entity, or person, each outstanding option 
shall either be assumed or an equivalent option or right shall be substituted or terminated in exchange for a payment of cash or 
other property with respect to vested options, and such payment will be equal to the difference between the exercise price and 
the fair market value of the portion of the optioned stock. In the event the option is not assumed, substituted, or exchanged, then 
each such stock option shall terminate upon the consummation of the foregoing corporate transaction. 
401(k) Plan 
We maintain a tax-qualified defined contribution retirement plan under Section 401(k) of the Internal Revenue Code that 
provides eligible U.S. employees with an opportunity to save for retirement on a tax advantaged basis. Eligible employees may 
defer eligible compensation on a pre-tax and/or post-tax basis, up to the statutory annual limits on contributions under the Code. 
Employee contributions are allocated to each participant’s individual account and are then invested in selected investment 
alternatives according to the participant’s directions. Participants are immediately and fully vested in their contributions. The 
401(k) plan is intended to be qualified under Section 401(a) of the Code with the 401(k) plan’s related trust intended to be tax 
exempt under Section 501(a) of the Code. As a tax-qualified retirement plan, contributions to the 401(k) plan and earnings on 
those contributions are not taxable to the employees until distributed from the 401(k) plan. Our 401(k) plan provides for

52 
discretionary matching of employee contributions. For Fiscal 2022, implemented an employer matching contribution of one 
percent (1%) of each participant’s employee contributions of at least one percent (1%) of eligible compensation through 
December 31, 2021. Effective January 1, 2022, the employer matching contribution was increased to two percent (2%) of each 
participant’s employee contributions of at least two percent (2%) of eligible wages during the period as defined in the 401(k) 
Plan. 
Equity Compensation Plan Information 
The following table provides information as of January 31, 2022 with respect to the shares of our common stock that may 
be issued under our existing equity compensation plans. 
Plan Category
(a) Number of Securities to
be
Issued Upon Exercise of
Outstanding Options, 
Warrants
and Rights
(b) Weighted Average 
Exercise 
Price of Outstanding 
Options, 
Warrants and Rights(1) 
(c) Number of Securities
Remaining Available for 
Future 
Issuance Under Equity 
Compensation Plans 
(Excluding 
Securities Reflected in 
Column (a)) 
Equity compensation plans approved by 
stockholders(2) 
8,375,866 
$9.28 
23,047,743 
Equity compensation plans not approved 
by stockholders 
— 
— 
— 
Total 
8,375,866 
23,047,743 
(1)
The weighted-average exercise price is calculated based solely on outstanding stock options. It does not reflect the shares that will be issued in connection
with the settlement of restricted stock units, since restricted stock units have no exercise price.
(2)
Includes our 2010 Plan, 2019 Plan and our ESPP. The shares of common stock underlying any awards that are forfeited, cancelled, held back upon
exercise or settlement of an award to satisfy the exercise price or tax withholding, reacquired by us prior to vesting, satisfied without the issuance of stock, 
expire or are otherwise terminated, other than by exercise, under the 2010 Plan and the 2019 Plan will be added back to the shares of common stock
available for issuance under the 2019 Plan. We no longer make grants under the 2010 Plan. Our 2019 Plan provides that the number of shares reserved
and available for issuance under the plan will automatically increase each February 1, beginning on February 1, 2020, by 5% of the outstanding number of 
shares of our common stock on the immediately preceding January 31 or such lesser number of shares as determined by our compensation committee. The 
ESPP provides that the number of shares reserved and available for issuance will automatically increase each February 1, beginning on February 1, 2020, 
by the lesser of 1,850,000 shares of our common stock, 1% of the outstanding number of shares of our common stock on the immediately preceding
January 31, or such lesser number of shares as determined by our compensation committee. On February 1, 2022, the number of shares available for 
issuance under our 2019 Plan and our ESPP increased by 4,337,919 shares and 867,583 shares, respectively, pursuant to these provisions. These increases 
are not reflected in the table above.

53 
ADDITIONAL COMPENSATION MATTERS 
CEO Pay Ratio 
As required by Item 402(u) of Regulation S-K, we are disclosing the following information about the relationship of the 
median of the annual total compensation of all our employees (other than our CEO), and the annual total compensation of our 
CEO, Ms. Tejada, for fiscal 2022. 
CEO Pay Ratio for Fiscal 2022 
•
The median of the annual total compensation of all our employees, excluding our CEO, was $232,212;
•
The annual total compensation of our CEO, as reported in the Summary Compensation Table for Fiscal Year 2022
included in this Proxy Statement, was $13,268,568; and
•
The ratio of the annual total compensation of our CEO to the median of the annual total compensation of all our
employees was 57 to 1.
This ratio is a reasonable estimate calculated in a manner consistent with SEC rules. 
Methodology 
The methodology and the material assumptions, adjustments and estimates used to identify the median of the annual total 
compensation of all our employees were based on the following: 
Our median employee was identified from all full-time, part-time, seasonal, and temporary employees as of January 31, 
2022, the last day of our fiscal year (other than our CEO). As of January 31, 2022, we and our consolidated subsidiaries 
employed approximately 966 individuals. We did not include any contractors or other non-employee workers in our employee 
population. 
To identify our median employee from our employee population, we calculated the aggregate amount of each employee’s 
(i) base salary or gross wages paid, (ii) bonuses and cash incentives paid, and (iii) the grant date fair value, calculated in
accordance with ASC Topic 718, of equity awards granted, in each case during the period from February 1, 2021 through
January 31, 2022, which compensation measure was consistently applied. Amounts under items (i) and (ii) above were
annualized for any permanent employees who commenced work during 2022. We annualized the base salary or wages of all
permanent (full-time and part-time) employees who were employed by us for less than the entire calendar year. We selected the
foregoing compensation elements because they represented our principal broad-based compensation elements.
Compensation not paid in U.S. dollars was converted to U.S. dollars using the foreign exchange rates in effect as of 
January 31, 2022. 
Calculation 
Once we identified our median employee using the aforementioned methodology, we then calculated the annual total 
compensation of this employee for fiscal 2022 in accordance with the requirements of the Summary Compensation Table for 
Fiscal Year 2022. 
We determined our CEO’s annual total compensation for fiscal 2022 as reported in our 2022 Summary Compensation 
Table for Fiscal Year 2022. 
The SEC rules allow companies to adopt a variety of methodologies, apply certain exclusions, and make reasonable 
estimates and assumptions that reflect their employee population and compensation practices, therefore the pay ratio reported 
by other companies may not be comparable to our pay ratio. As explained by the SEC when it adopted these rules, the rule was 
not designed to facilitate comparisons of pay ratios among different companies, even companies within the same industry, but 
rather to allow stockholders to better understand and assess each particular company’s compensation practices and pay ratio 
disclosures.

54 
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 
The following table sets forth certain information regarding the ownership of the Company’s common stock as of March 
31, 2022 (or as of the date otherwise indicated below) by: (i) each director and nominee for director; (ii) each of the executive 
officers named in “Executive Compensation—Summary Compensation Table for Fiscal Year 2022; (iii) all executive officers 
and directors of the Company as a group; and (iv) all those known by the Company to be beneficial owners of more than 
five percent of its common stock. 
We have based percentage ownership of our common stock on 87,359,232 shares of our common stock outstanding as 
of March 31, 2022. 
Unless otherwise indicated, the address of each beneficial owner listed below is c/o PagerDuty, Inc., 600 Townsend St., 
Suite 200, San Francisco, CA 94103.  
Common Stock 
Name of Beneficial Owner 
Number 
Percentage 
5% Stockholders 
ARK Investment Management LLC(1) 
 10,020,916 
 11.0 % 
BlackRock, Inc.(2) 
8,004,118 
 9.0 % 
The Vanguard Group, Inc.(3) 
6,703,359 
 8.0 % 
Nikko Assent Management Americas, Inc.(4) 
6,178,820 
 7.0 % 
Named Executive Officers and Directors 
Jennifer Tejada(5) 
3,728,313 
 4.3 % 
Howard Wilson(6) 
760,957 
* 
David Justice(7) 
95,345 
* 
Stacey Giamalis(8) 
321,356 
* 
Alex Solomon 
2,724,351 
 3.1 % 
Sameer Dholakia 
11,695 
* 
Alec Gallimore 
4,387 
* 
Elena Gomez(9) 
210,637 
* 
Rathi Murthy(10) 
152,047 
* 
Zachary Nelson 
301,625 
* 
Bonita Stewart 
3,415 
* 
All directors and executive officers as a group(11) (11 persons) 
8,314,128 
 8.7 % 
______________ 
*
Represents beneficial ownership of less than 1%. 
(1) 
Based upon the information provided by ARK Investment Management LLC (“ARK”) in a Schedule 13G/A filed on February 9, 2022. According to the 
filing, ARK has sole voting power with respect to 8,767,550 shares of common stock, shared voting power over 932,948 shares of common stock, sole 
dispositive power over 10,020,916 shares of common stock, and no shared dispositive power. The principal business address of ARK is 3 East 28th Street, 
7th Floor, New York, NY 10016. 
(2) 
Based upon the information provided by BlackRock, Inc. (“BlackRock”) in a Schedule 13G/A filed on February 7, 2022. According to the filing, 
BlackRock has sole voting power with respect to 7,576,834 shares of common stock, sole dispositive power over 8,004,118 shares of common stock and
no shared voting or dispositive power. The principal business address of BlackRock, Inc. 55 East 52nd Street, New York, NY 10055. 
(3) 
Based upon the information provided by The Vanguard Group, Inc. (“Vanguard”) in a Schedule 13G filed on February 10, 2022. According to the filing, 
Vanguard has shared voting power over 152,556 shares of common stock, sole dispositive power over 6,492,104 shares of common stock, shared
dispositive power with respect to 211,255 shares of common stock, and no sole voting power. The principal business address of Vanguard is 100 Vanguard
Blvd., Malvern, PA 19355. 
(4) 
Based upon the information provided by Nikko Asset Management Americas, Inc. (“Nikko Americas”) in a Schedule 13G filed on February 14, 2022. 
According to the filing, Nikko Americas has shared voting power with respect to 4,174,594 shares of common stock and shared dispositive power over 
6,178,820 shares of common stock, and no sole voting or dispositive power. The principal business address of Nikko Americas is 605 Third Avenue, 38th
Floor, New York, NY 10158. According to a Schedule 13G filing filed on February 4, 2022, Sumitomo Mitsui Trust Holdings, Inc. (“SMTH”) and Nikko
Asset Management Co., Ltd. (“Nikko”) each have shared voting and dispositive power over the shares beneficially owned by Nikko Americas. The 
Schedule 13G/A contained information as of December 31, 2021 and may not reflect current holdings of our common stock. The principal business 
address of SMTH is 1-4-1 Marunouchi, Chiyoda-ku, Tokyo 100-8233, Japan, and the principal business address of Nikko is Midtown Tower, 9-7-1
Akasaka, Minato-ku, Tokyo 107-6242, Japan.
(5) 
Consists of (i) 88,964 shares each held indirectly by Jennifer Tejada, as Trustee of the Tejada 2020 Grantor Retained Annuity Trust - I and Jennifer Gail 
Tejada, as Trustee of the Tejada 2020 Grantor Retained Annuity Trust - II, (ii) 72,072 shares held indirectly by Jennifer Tejada, as Trustee of the Langford
Isand Trust (iii) 3,261,874 shares subject to options exercisable within 60 days of March 31, 2022, and (iv) 57,913 shares issuable upon the settlement of 
RSUs and PSUs releasable within 60 days of March 31, 2022

55 
(6) 
Consists of(i) 631,164 shares subject to options exercisable within 60 days of March 31, 2022, and (ii) 22,400 shares issuable upon the settlement of 
RSUs and PSUs releasable within 60 days of March 31, 2022. 
(7) 
Consists of (i) 23,904 shares subject to options exercisable within 60 days of March 31, 2022, and (ii) 28,726 shares issuable upon the settlement of RSUs
and PSUs releasable within 60 days of March 31, 2022. 
(8) 
Consists of (i) 268,244 shares subject to options exercisable within 60 days of March 31, 2022, and (ii) 8,441 shares issuable upon the settlement of RSUs
and PSUs releasable within 60 days of March 31, 2022. 
(9) 
Consists of 204,306 shares subject to options exercisable within 60 days of March 31, 2022, all of which are fully vested as of such date.
(10) Consists of 148,881 shares subject to options exercisable within 60 days of March 31, 2022, all of which are fully vested as of such date. 
(11) Consists of (i) 8,314,128 shares owned by our current executive officers and directors, (ii) 4,538,373 shares subject to options exercisable within 60 days
of March 31, 2022 and (iii) 117,480 shares issuable upon the settlement of RSUs and PSUs releasable within 60 days of March 31, 2022. 
DELINQUENT SECTION 16(A) REPORTS 
Section 16(a) of the Exchange Act requires our directors and executive officers, and persons who own more than ten 
percent of a registered class of our equity securities, to file with the SEC initial reports of ownership and reports of changes in 
ownership of common stock and other equity securities of the Company. Officers, directors and greater than ten percent 
stockholders are required by SEC regulation to furnish us with copies of all Section 16(a) forms they file. 
To our knowledge, based solely on our review of the copies of such forms furnished to us and written representations from 
these officers and directors, we believe that all Section 16(a) filing requirements were met during the year ended January 31, 
2022, except for one late Form 4 filing by each of Mr. Gallimore, Ms. Gomez, Mr. Dholakia, Ms. Murthy, and Mr. Nelson due 
to internal staffing transitions and one late Form 4 filing by Mr. Solomon relating to a transfer to a trust, which filing was late 
due to an administrative oversight.

56 
TRANSACTIONS WITH RELATED PERSONS AND INDEMNIFICATION 
Related Person Transactions Policy and Procedures 
We maintain a written related-person transaction policy (the “Related-Person Transaction Policy”) that sets forth our 
procedures for the identification, review, consideration and approval or ratification of related person transactions. For purposes 
of our policy only, a related person transaction is a transaction, arrangement or relationship, or any series of similar 
transactions, arrangements or relationships, in which we and any related person are, were or will be participants and in which 
the amount involved exceeds $120,000. Transactions involving compensation for services provided to us as an employee or 
director are not considered related party transactions under this policy. A transaction, arrangement or relationship in which a 
related person’s participation is solely due to such related person’s position as a director of an entity that is participating in such 
transaction, arrangement or relationship would not be considered a related party transaction under this policy. A related person 
is any executive officer, director or beneficial owner of more than 5% of any class of our voting securities, including any of 
their immediate family members and any entity owned or controlled by such persons. 
Under the Related-Person Transaction Policy, if a transaction has been identified as a related person transaction, including 
any transaction that was not a related person transaction when originally consummated or any transaction that was not initially 
identified as a related person transaction prior to consummation, our management must present information regarding the 
related person transaction to the Audit Committee, or, if Audit Committee approval would be inappropriate, to another 
independent body of the Board, for review, consideration and approval or ratification. The presentation must include a 
description of, among other things: all of the parties to the transaction; the material facts of the proposed transaction; the 
interests, direct and indirect, of the related persons; the purpose of the transaction; the benefits to us of the transaction; whether 
the transaction is on terms that are comparable to the terms available to or from, as the case may be, an unrelated third party or 
to or from employees generally; and management’s recommendation with respect to the proposed transaction. Under the 
Related-Person Transaction Policy, we will collect information that we deem reasonably necessary from each director, 
executive officer and, to the extent feasible, significant stockholder to enable us to identify any existing or potential related 
person transactions and to effectuate the terms of the Related-Person Transaction Policy. 
In addition, under our Code of Conduct, our employees and directors have an affirmative responsibility to disclose any 
transaction or relationship that reasonably could be expected to give rise to a conflict of interest. 
In considering related-person transactions, the Audit Committee, or other independent body of the Board, will take into 
account the relevant available facts and circumstances including, but not limited to: 
•
the risks, costs and benefits to the Company;
•
the impact on a director’s independence in the event the related person is a director, immediate family member of
a director or an entity with which a director is affiliated;
•
the terms of the transaction;
•
the availability of other sources for comparable services or products; and
•
the terms available to or from, as the case may be, unrelated third parties or to or from employees generally.
The Related-Person Transaction Policy requires that, in determining whether to approve, ratify or reject a related-person 
transaction, the Audit Committee, or other independent body of the Board, must consider, in light of known circumstances, 
whether the transaction is in, or is not inconsistent with, our best interests and those of our stockholders, as the Audit 
Committee, or other independent body of the Board, determines in the good faith exercise of its discretion. 
Certain Related-Person Transactions 
The following is a summary of transactions since February 1, 2021, to which we have been a participant in which the 
amount involved exceeded or will exceed $120,000, and in which any of our directors, executive officers or holders of more 
than five percent of our capital stock, or any member of the immediate family of the foregoing persons, had or will have a direct 
or indirect material interest, other than compensation arrangements which are described in the sections titled “Executive 
Compensation” and “Director Compensation—Non-Employee Director Compensation.” 
Transactions with Zendesk, Inc. 
We entered into a master service agreement with Zendesk, Inc., or Zendesk, in October 2015. Pursuant to the agreement, 
we recognized revenue from Zendesk of approximately $505,000 in fiscal year 2022. Elena Gomez, a member of our Board, 
was the Chief Financial Officer of Zendesk until May 2021.

57 
Transactions with Verizon Media 
We entered into a master service agreement with Verizon Media in April 2016. Pursuant to the agreement, we recognized 
revenue from Verizon Media of approximately $1,491,000 in fiscal year 2022. Rathi Murthy, a member of our Board since 
March 2019, was the Chief Technology Officer of Verizon Media until May 2021. 
Transactions with Expedia Group 
We entered into a master service agreement with Expedia Group in June 2016. Pursuant to the agreement, we recognized 
revenue from Expedia Group of approximately $1,024,000 in fiscal year 2022. Rathi Murthy, a member of our Board since 
March 2019, is the Chief Technology Officer of Expedia Group since June 2021.  
Equity Grants to Directors and Executive Officers 
We have granted options and RSUs and PSUs to certain of our directors and executive officers. For more information 
regarding the stock awards granted to our directors and Named Executive Officers, see “Executive Compensation” and 
“Security Ownership of Certain Beneficial Owners and Management.” 
Employment Agreements 
We have entered into offer letter agreements or employment agreements with certain of our executive officers. For more 
information regarding these agreements with our Named Executive Officers, see “Executive Compensation—Employment, 
Severance and Change in Control Agreements.” 
Indemnification Agreements 
Our amended and restated certificate of incorporation contains provisions that limit the liability of our current and former 
directors for monetary damages to the fullest extent permitted by Delaware law. Delaware law provides that directors of a 
corporation will not be personally liable for monetary damages for any breach of fiduciary duties as directors, except liability 
for: 
•
any breach of the director’s duty of loyalty to the corporation or its stockholders;
•
any act or omission not in good faith or that involves intentional misconduct or a knowing violation of law;
•
unlawful payments of dividends or unlawful stock repurchases or redemptions as provided in Section 174 of the
Delaware General Corporation Law; or
•
any transaction from which the director derived an improper personal benefit
This limitation of liability does not apply to liabilities arising under federal securities laws and does not affect the 
availability of equitable remedies such as injunctive relief or rescission. 
Our amended and restated certificate of incorporation provides that we are authorized to indemnify our directors and 
officers to the fullest extent permitted by Delaware law. Our amended and restated bylaws provide that we are required to 
indemnify our directors and executive officers to the fullest extent permitted by Delaware law. Our amended and restated 
bylaws also provide that, upon satisfaction of certain conditions, we are required to advance expenses incurred by a director or 
executive officer in advance of the final disposition of any action or proceeding, and permit us to secure insurance on behalf of 
any officer, director, employee or other agent for any liability arising out of his or her actions in that capacity regardless of 
whether we would otherwise be permitted to indemnify him or her under the provisions of Delaware law. Our amended and 
restated bylaws also provide our Board with discretion to indemnify our other officers and employees when determined 
appropriate by our Board. We have entered and expect to continue to enter into agreements to indemnify our directors, 
executive officers and other employees as determined by the Board. With certain exceptions, these agreements provide for 
indemnification for related expenses (including, among other things, attorneys’ fees), judgments, fines and settlement amounts 
incurred by any of these individuals in any action or proceeding. We believe that these provisions and agreements are necessary 
to attract and retain qualified persons as directors and officers. We also maintain customary directors’ and officers’ liability 
insurance. 
The limitation of liability and indemnification provisions in our amended and restated certificate of incorporation and 
amended and restated bylaws may discourage stockholders from bringing a lawsuit against our directors for breach of their 
fiduciary duty. They may also reduce the likelihood of derivative litigation against our directors and officers, even though an 
action, if successful, might benefit us and other stockholders. Further, a stockholder’s investment may be adversely affected to 
the extent that we pay the costs of settlement and damage awards against directors and officers as required by these 
indemnification provisions. At present, there is no pending litigation or proceeding involving any of our directors, officers or

58 
employees for which indemnification is sought, and we are not aware of any threatened litigation that may result in claims for 
indemnification. 
HOUSEHOLDING OF PROXY MATERIALS 
The SEC has adopted rules that permit companies and intermediaries (e.g., brokers) to satisfy the delivery requirements for 
Notices of Internet Availability of Proxy Materials or other Annual Meeting materials with respect to two or more stockholders 
sharing the same address by delivering a single Notice of Internet Availability of Proxy Materials or other Annual Meeting 
materials addressed to those stockholders. This process, which is commonly referred to as “householding,” potentially means 
extra convenience for stockholders and cost savings for companies. 
This year, a number of brokers with account holders who are PagerDuty stockholders will be “householding” the 
Company’s proxy materials. A single Notice of Internet Availability of Proxy Materials will be delivered to multiple 
stockholders sharing an address unless contrary instructions have been received from the affected stockholders. Once you have 
received notice from your broker that they will be “householding” communications to your address, “householding” will 
continue until you are notified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in 
“householding” and would prefer to receive a separate Notice of Internet Availability of Proxy Materials, please notify your 
broker or PagerDuty. Direct your written request to PagerDuty, Inc., Investor Relations, 600 Townsend St., Suite 200, San 
Francisco, California 94103. Stockholders who currently receive multiple copies of the Notices of Internet Availability of Proxy 
Materials at their addresses and would like to request “householding” of their communications should contact their brokers. 
OTHER MATTERS 
The Board knows of no other matters that will be presented for consideration at the Annual Meeting. If any other matters 
are properly brought before the meeting, it is the intention of the persons named in the accompanying proxy to vote on such 
matters in accordance with their best judgment. 
By Order of the Board of Directors 
Jennifer Tejada 
Chief Executive Officer 
May 3, 2022 
We have filed our Annual Report on Form 10-K for the fiscal year ended January 31, 2022 with the SEC. It is available free 
of charge at the SEC’s web site at www.sec.gov. Our Annual Report and this Proxy Statement are posted on our website at 
https://investor.pagerduty.com and are available from the SEC at its website at www.sec.gov. A copy of the Company’s 
Annual Report to the Securities and Exchange Commission on Form 10-K for the fiscal year ended January 31, 2022 is 
available without charge upon written request to:  Secretary, PagerDuty, Inc., 600 Townsend St., Suite 200, San 
Francisco, California 94103.

[This page intentionally left blank]

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION 
WASHINGTON, D.C. 20549 
_________________________ 
FORM 10-K 
_________________________ 
(Mark One) 
☒
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934 
For the annual period ended January 31, 2022  
or 
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                      to 
Commission File Number: 001-38856 
PAGERDUTY, INC. 
(Exact name of registrant as specified in its charter) 
_________________________ 
Delaware 
27-2793871 
(State or other jurisdiction of 
incorporation or organization) 
(I.R.S. Employer 
Identification Number) 
600 Townsend St., Suite 200 
San Francisco, CA 94103  
(844) 800-3889
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices) 
_________________________ 
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 
Securities registered pursuant to Section 12(g) of the Act: None 
Indicate by a check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  Yes  ☒ No  ☐
Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.  Yes  ☐ No  ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities 
Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has 
been subject to such filing requirements for the past 90 days.    Yes  ☒ No  ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant 
to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was 
required to submit and post such files).    Yes  ☒ No  ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting 
company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 
12b-2 of the Exchange Act. 
Large accelerated filer 
☒
Accelerated filer 
☐
Non-accelerated filer  
☐
Smaller reporting company 
☐
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 7(a)(2)(B) of the Securities Act.   
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of 
its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7265(b)) by the registered public 
accounting firm that prepared or issued its audit report.  Yes ☒  No ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes     No  ☒
The aggregate market value of common stock held by non-affiliates of the Registrant, computed by reference to the price at which the 
common stock was last sold on July 30, 2021, the last business day of the Registrant's most recently completed second fiscal quarter, as reported 
on the New York Stock Exchange, was approximately $3.2 billion. Shares of the registrant’s common stock held by each executive officer, 
director and holder of 5% or more of the outstanding common stock have been excluded as such persons may be deemed to be affiliates. This 
calculation does not reflect a determination that certain persons are affiliates of the registrant for any other purpose. 
As of March 15, 2022, there were approximately 87,058,220 shares of the registrant’s common stock outstanding. 
DOCUMENTS INCORPORATED BY REFERENCE 
Information required in response to Part III of Form 10-K (Items 10, 11, 12, 13 and 14) is hereby incorporated by reference to portions of 
the Registrant’s Proxy Statement for the Annual Meeting of Stockholders to be held in 2022. The Proxy Statement will be filed by the Registrant 
with the Securities and Exchange Commission no later than 120 days after the end of the Registrant’s fiscal year ended January 31, 2022.

PAGERDUTY, INC. 
FORM 10-K 
For the Year Ended January 31, 2022 
TABLE OF CONTENTS 
Part I .............................................................................................................................................................................
Item 1. 
Business ......................................................................................................................................................................... 
7 
Item IA. 
Risk Factors ................................................................................................................................................................... 
15 
Item 1B. 
Unresolved Staff Comments ......................................................................................................................................... 
48 
Item 2. 
Properties ....................................................................................................................................................................... 
48 
Item 3. 
Legal Proceedings ......................................................................................................................................................... 
48 
Item 4. 
Mine Safety Disclosures ................................................................................................................................................ 
48 
Part II ............................................................................................................................................................................
Item 5. 
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities .. 
49 
Item 6. 
[Reserved] ...................................................................................................................................................................... 
50 
Item 7. 
Management’s Discussion and Analysis of Financial Condition and Results of Operations ....................................... 
50 
Item 7A. 
Quantitative and Qualitative Disclosure About Market Risk ....................................................................................... 
67 
Item 8. 
Financial Statements and Supplementary Data ............................................................................................................. 
68 
Item 9. 
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure ...................................... 
109 
Item 9A. 
Controls and Procedures ................................................................................................................................................ 
109 
Item 9B. 
Other Information .......................................................................................................................................................... 
110 
Item 9C. 
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections ......................................................................... 
110 
Part III ..........................................................................................................................................................................
Item 10. 
Directors, Executive Officers and Corporate Governance ........................................................................................... 
111 
Item 11. 
Executive Compensation ............................................................................................................................................... 
111 
Item 12. 
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters .................... 
111 
Item 13. 
Certain Relationships and Related Transactions and Director Independence .............................................................. 
111 
Item 14. 
Principal Accounting Fees and Services  ...................................................................................................................... 
111 
Part IV ..........................................................................................................................................................................
Item 15. 
Exhibits and Financial Statement Schedules ................................................................................................................ 
112 
Item 16. 
Form 10-K Summary ..................................................................................................................................................... 
114 
Signatures ...................................................................................................................................................................... 
115

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS 
This Annual Report on Form 10-K, or this Form 10-K, contains forward-looking statements within the 
meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the 
Securities Exchange Act of 1934, as amended, or the Exchange Act, which statements involve substantial risk and 
uncertainties. All statements contained in this report other than statements of historical fact, including statements 
regarding our future operating results and financial position, our business strategy and plans, market growth and 
trends, and our objectives for future operations, are forward-looking statements. The words “believe,” “may,” “will,” 
“estimate,” “continue,” “anticipate,” “should,” “intend,” “expect,” “could,” “would,” “project,” “goals,” “plan,” 
“potentially,” “likely,” “contemplate,” “target” and similar expressions are intended to identify forward-looking 
statements.  
Forward-looking statement contained in this Form 10-K include, but are not limited to, statements about our 
expectations regarding: 
•
the effect of uncertainties related to the novel coronavirus and resulting COVID-19 pandemic on U.S. and
global markets, our business, operations, revenue results, cash flow, operating expenses, demand for our
solutions, sales cycles, customer retention, and our customers’ businesses;
•
trends in key business metrics, including number of customers and dollar-based net retention rate, and non-
GAAP financial measures and their usefulness in evaluating our business;
•
trends in revenue, cost of revenue, and gross margin;
•
trends in operating expenses, including research and development, sales and marketing, and general and
administrative expense, and expectations regarding these expenses as a percentage of revenue;
•
our existing cash and cash equivalents and cash provided by sales of our subscriptions being sufficient to
support working capital and capital expenditures for at least the next 12 months;
•
our ability to successfully identify, acquire, and integrate complementary companies, technologies, and
assets;
•
our ability to service the interest on our convertible notes and repay such notes, to the extent required;
•
our efforts to maintain proper and effective internal controls;
•
our ability to expand our operations and increase adoption of our platform internationally;
•
our ability to stay abreast of new or modified laws and regulations that currently apply or become
applicable to our business both in the United States and internationally;
•
the increased expenses and administrative workload associated with being a public company; and
•
other statements regarding our future operations, financial condition, and prospects and business strategies.
Such forward-looking statements are based on our expectations as of the date of this filing and are subject to a 
number of risks, uncertainties and assumptions, including but not limited to, risks detailed in the “Risk Factors” 
section of this Form 10-K. Readers are urged to carefully review and consider the various disclosures made in this 
Form 10-K and in other documents we file from time to time with the Securities and Exchange Commission, or the 
SEC, that disclose risks and uncertainties that may affect our business. Moreover, we operate in a very competitive 
and rapidly changing environment. New risks emerge from time to time. It is not possible for us to predict all risks, 
nor can we assess the effect of all factors on our business or the extent to which any factor, or combination of 
factors, may cause actual results to differ materially from those contained in any forward-looking statements we may 
make. In light of these risks, uncertainties, and assumptions, the future events and trends discussed in this Form 10-
K may not occur, and actual results could differ materially and adversely from those anticipated or implied in the 
forward-looking statements.

You should not rely on forward-looking statements as predictions of future events. The events and 
circumstances reflected in the forward-looking statements may not be achieved or may not occur. Although we 
believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future 
results, performance, or achievements. In addition, the forward-looking statements in this Form 10-K are made as of 
the date of this filing, and we do not undertake, and expressly disclaim any duty, to update any of these forward-
looking statements for any reason after the date of this Form 10-K or to conform these statements to actual results or 
revised expectations. 
RISK FACTOR SUMMARY 
Our business is subject to many risks and uncertainties, as more fully described in Item 1A, “Risk Factors.”  
You should read these risks before you invest in our common stock. Below are some of these risks, any one of which 
could materially adversely affect our business, financial condition, results of operations, and prospects. 
•
The ongoing global COVID-19 pandemic could harm our business, results of operations, and financial
condition.
•
Unfavorable conditions in our industry or the global economy, or reductions in information technology
spending, could limit our ability to grow our business and negatively affect our results of operations.
•
We have a history of operating losses and may not achieve or sustain profitability in the future.
•
Our recent rapid growth may not be indicative of our future growth, and if we continue to grow rapidly, we
may not be able to manage our growth effectively. Our rapid growth also makes it difficult to evaluate our
future prospects and may increase the risk that we will not be successful.
•
We operate in an emerging and evolving market, which may develop more slowly or differently than we
expect. If our market does not grow as we expect, or if we cannot expand our platform to meet the demands
of this market, our revenue may decline, fail to grow or fail to grow significantly, and we may incur
additional operating losses.
•
If we are unable to attract new customers, our revenue growth will be adversely affected.
•
If we are unable to retain our current customers or sell additional functionality and services to them, our
revenue growth will be adversely affected.
•
We derive substantially all of our revenue from a single platform.
•
The markets in which we participate are competitive, and if we do not compete effectively, our operating
results could be harmed.
•
If we fail to adapt and respond effectively to rapidly changing technology, evolving industry standards,
changing regulations, and changing customer needs, requirements, or preferences, our products may
become less competitive.
•
Failure to effectively develop and expand our marketing and sales capabilities could harm our ability to
increase our customer base and achieve broader market acceptance of our products.
•
If we are unable to enhance and improve our platform or develop new functionality or use cases, our
revenue may not grow.
•
Our security measures have on occasion in the past been, and may in the future be, compromised. If our,
our customers', or our third-party providers' security measures are compromised, or unauthorized access to
the data of our customers or their employees, customers, or other constituents is otherwise obtained, our
platform may be perceived as not being secure, our customers may be harmed and may curtail or cease
their use of our platform, our reputation and business would be damaged, we may incur significant
liabilities, and the value of our business and common stock may decrease.
•
Interruptions or delays in performance of our service could result in customer dissatisfaction, damage to
our reputation, loss of customers, limited growth, and reduction in revenue.
•
Concentration of ownership of our common stock among our existing executive officers, directors, and
principal stockholders may prevent new investors from influencing significant corporate decisions.

7 
PART I. 
Item 1. Business 
Overview 
PagerDuty is a digital operations management platform that manages urgent and mission-critical work for a 
modern, digital business. We empower teams to respond rapidly to incidents to resolve or avoid customer issues, 
reduce noise, predict and avoid performance degradation, improve productivity, and accelerate digital 
transformation.  
Today, nearly every business is a digital business. As such, organizations are under pressure to enhance their 
digital operations in order to meet escalating customer expectations, resolve incidents proactively, and free-up time 
for innovation projects. This means critical, time sensitive, and unpredictable work needs to be detected and 
orchestrated. 
We collect data and digital signals from virtually any software-enabled system or device and leverage 
powerful machine learning to correlate, process, and predict opportunities and issues. Using incident response, event 
management, and automation, we bring together the right people with the right information so they can resolve 
issues and act on opportunities in minutes or seconds from wherever they are. 
PagerDuty was founded to support the DevOps movement by breaking down silos between technical teams, 
like developers and operators, enabling a culture of accountability and collaboration. Our platform’s initial focus 
was on the software developers who are the owners and architects of the customers’ digital experience and 
enterprises’ digital transformation. To drive adoption and earn trust within the developer community, our platform is 
designed to find, adopt, and scale with a rapid return on investment (“ROI”) for our users.  
Since our founding in 2009, we have expanded our capabilities from a single product focused on on-call 
management for developers to a multi-product platform that crosses silos into IT operations, security, customer 
service, and executive stakeholder roles across an organization. We have evolved from an on-call tool into the 
platform for digital operations, which resides at the center of a company’s technology ecosystem. 
We have spent more than a decade building deep product integrations to our platform, and our ecosystem now 
includes over 650 direct integrations to enable our customers to gather and correlate digital signals from any system 
or device. This allows technical teams to collect digital signals from any system or platform in their environment, 
and without the effects of context switching. Those same integrations connect with popular collaboration tools and 
business applications as well as all types of technology stacks to drive automation of work. 
We generate revenue primarily from cloud-hosted subscription fees. We also generate revenue from term-
license software subscription fees. We have a land-and-expand business model that leads to viral adoption of our 
products and subsequent expansion. Our online self-service model is the primary mechanism for landing new 
customers and enabling teams to get started without assistance. We complement our self-service model with high-
velocity inside sales focused on small and medium businesses, a commercial team focused on mid-market 
customers, and a field sales team focused on enterprise customers. Our mid-market and enterprise customers account 
for the majority of our revenue today. These teams drive expansion to additional users, new use cases, and add-on 
products, as well as the upsell to higher value plans. 
Our business has experienced rapid growth since our inception. For the fiscal years ended January 31, 2022 
and 2021, our revenue was $281.4 million and $213.6 million, respectively. We continue to invest in our business 
and had a net loss of $107.5 million and $68.9 million for the fiscal years ended January 31, 2022 and 2021, 
respectively. 
Our Platform and Key Customer Benefits 
We have invested aggressively in research and development to build innovative products that deliver value to 
our customers. Our cloud-native platform is differentiated based on a broad range of attributes:

8 
•
Built for real time. Our platform manages today’s complex and contemporary digital services. These
are hybrid cloud and microservice based environments that are constantly changing state. That requires
managing the entire service lifecycle from collecting data, interpreting digital signals, mobilizing a
response when needed, and providing insights—all in real time. There is no concept of queued tickets
or queued work on our platform because we are built to understand these situations and solve incidents
within seconds or minutes, not hours or days.
•
Nearly 13 years’ of data from over 14,500 paying customers. As pioneers in digital operations
management, we have a rich repository of machine-generated data and human response data. We
utilize our data from every incident and leverage it across our platform, allowing us to build advanced
machine-learning capabilities, provide richer contextual insights to teams, and share in-depth analytics,
benchmarking, and best practices with our customers.
•
Over 650 integrations across the technology ecosystem. We have invested extensively in an
ecosystem that includes over 650 integrations, allowing us to harness data from software-enabled
systems and devices. We have deep integrations to a range of widely used technologies, such as
Amazon Web Services (“AWS”), Datadog, HashiCorp, New Relic, and Splunk, and many integrations
such as Atlassian, Microsoft VSTS, Salesforce, ServiceNow, and Slack are bi-directional. Our
integrations support a broad range of use cases including developers, IT, security, customer service and
support, and other business functions. We provide capabilities through which our users can easily build
integrations themselves and connect our products with other third-party technologies.
•
Breadth of functionality. We provide our customers with a complete platform that spans end-to-end
digital operations management needs: harness digital data, make sense of data, automate, respond and
engage teams, and analyze and learn from a team’s actions. We have continued to extend our core
capabilities around on-call management and modern incident response to include AI Ops and
automation. We have embedded machine learning, automation, insights, and best practices across our
products to help our customers realize value quickly.
•
Proactive. We are leading a shift from efficient response to proactive and predictive action to help
teams prevent incidents from occurring.
•
Combine process automation and team mobilization. We combine process automation technology
with team mobilization to serve up a proposed automation routine to the right responder, with the
option to initiate it with the click of a button. This enables tier one responders with easy press-button
automation of powerful remediation steps to cut critical minutes out of outages and incidents.
•
Secure, resilient, and scalable. Our customers depend on us for their digital operations needs. When
their systems fail, we need to be operational. We have built multiple redundancies into our
infrastructure, including multiple cloud regions, communications network, and a single DNS provider
from a leading cloud provider. We run entirely in production, with no maintenance windows, so our
customers can rely on always-on delivery. We have delivered 99.9% uptime to our customers over the
past 24 months. Security is a critical customer requirement, and we have adopted governance, access
control, and vulnerability testing to support the needs of our most sophisticated customers.
•
Designed for the user. Our software is instant on and easy to adopt and use. We provide a simple, self-
service onboarding experience so teams can be up and running in minutes. Our products are mobile-
first and include intuitive navigation. Customers can easily extend our platform across teams and
multiple use cases within an organization.
•
Technology agnostic. We are agnostic to our customer’s technology stack and provide them the choice
to use the technologies that meet their needs. We are flexible, modular, and open in our approach to
building our platform with a powerful API to enable rapid integrations into even the most complex
environments. Our open technology and broad range of integrations ensures that we can effectively co-
exist with our customer’s technology.

9 
•
Enhanced productivity. PagerDuty empowers the full ROI of our customers’ technology stack, using
machine learning, automation, auto-remediation, and self-healing to bring together the right people
with the right information to generate the appropriate action, in real time, when seconds matter.
The PagerDuty Operations Platform consists of the following products, which empowers teams to address 
broader digital operations management requirements. 
•
PagerDuty Modern Incident Response. PagerDuty Modern Incident Response provides a real-time
view across the status of a digital service while incorporating noise reduction to remove false positives.
When an incident does occur, task automation automates diagnostics and remediation wherever
possible. If human intervention is required, it provides advanced incident response capabilities to
quickly identify and mobilize the right responders while equipping responders with context,
recommendations, and remediation to accelerate resolution of issues.
•
PagerDuty Rundeck Automation. PagerDuty Rundeck Automation empowers users with the ability
to create automated workflows and runbooks that span different scripts, tools, APIs, and system
commands to safely hand off the knowledge required to use these tools correctly and consistently. With
this self-service functionality, organizations can safely extend operations privileges to other teams and
business units.
•
PagerDuty Event Intelligence. PagerDuty Event Intelligence (AI Ops) applies machine learning to
correlate and automate the identification of incidents from billions of events. Event Intelligence groups
related events into a single incident, performs advanced suppression to prevent notification of non-
actionable events, and continuously learns from similar incidents to provide teams better context and
insight. Our Event Intelligence capabilities allow teams to reduce manual work and be more
productive.
•
PagerDuty for Customer Service. PagerDuty for Customer Service makes it easy to orchestrate,
automate, and scale your response to customer impacting issues. With real-time data, two-way
communication, and a fully integrated tool stack, we provide what our customers need to act as a unit
and resolve issues faster. During an incident, customers receive proactive and clear information on
service status, resolution activities, and even the ability to escalate, right from within today’s most
populated case management platforms.
Our Growth Strategies 
•
Land new customers. We will continue to target new customers by leveraging our trusted brand and
efficient go-to-market strategy that combines self-serve viral adoption with a focused direct sales
effort. We will continue to build on our partner ecosystem to drive awareness and adoption of our
products. We will continue to target our potential customers with community building and marketing
programs that include digital campaigns, our annual user conference, broader industry events,
customer marketing activities, and user meet-ups.
•
Expand usage within our existing customer base across development, IT operations, security
operations, customer service and support, as well as with new user groups such as business and
industrial operations. Development and IT professionals often make an initial purchase of our
platform for a small number of users and then expand users over time. We will continue to work with
customers to demonstrate how additional users can help accelerate organizational benefits. We see
significant growth opportunities within the development, IT operations, security operations, and
customer service. We intend to increase our inside and field sales and customer success efforts as well
as leverage partners to continue to drive adoption across our existing customers.
•
Introduce new products and functionality. We will continue to make investments in research and
development to bolster our existing products, increase the reach of our integrations, and innovate on
our platform. Our expanding portfolio of products provides us additional opportunities to upsell and

10 
cross-sell into our customer base. In addition to internal development, we can expand our product 
portfolio and offerings through acquisitions. 
•
Grow our international presence. We intend to build on our success to date and grow our sales
outside North America, particularly throughout EMEA, Asia Pacific, and Japan. The self-service, low
friction nature of our offering allows us to expand our reach into other regions where we see significant
opportunity. Our international operations generated 24% of our revenue in the fiscal year ended
January 31, 2022.
Our Market Opportunity 
Our platform has demonstrated core use cases across development, IT operations, customer service and 
support, and security operations. We estimated that in 2021, there were approximately 72 million potential users 
worldwide in the development, IT operations, customer service and support, and security operations segments, 
comprised of approximately:  
•
22.0 million development personnel
•
20.8 million IT operations personnel
•
27.4 million customer service and support personnel
•
1.6 million security operations personnel
We estimate our total addressable market is over $36 billion. To calculate our total addressable market, we 
multiply our estimate of 72 million potential users by our applicable product average revenue per user. We believe 
that we have less than 1% penetration worldwide within these markets. In addition to our core use cases, we are 
seeing customers use our platform across their business operations and industrial operations.  
Customer Success 
We are committed to the success of our customers. This means delivering performance improvements that 
enable our customers to drive their digital initiatives. The key to delivering recurring value is rapid implementation 
with a focus on continuous improvement throughout our relationship. We assist our customers by enhancing their 
ability to operate in real time via cross functional workflows in engineering, IT, security, customer support, 
executive leadership, and across their entire employee base. 
Companies are typically on a digital operations maturity journey that we model in five stages: manual, 
reactive, responsive, proactive, and preventative. In our view, the majority of organizations are in one of the first 
three stages, which means issues are primarily discovered only through customer reports.  
To assist companies in the advancement of their digital journeys, our Customer Success team is structured to 
provide expertise through the entire customer lifecycle from onboarding, adoption of our platform, business value 
realization and renewal. We provide in-depth instructor-led courses to certify our customers and partners on 
products, technology, and best practices. The support teams respond to our customers’ queries related to our 
products via a multi-channel environment from no-fee to paid 24/7 support with service-level agreements. Technical 
industry experts, architects, and consultants assist customers with rapid deployment with workflow optimization and 
PagerDuty best practices. The renewals team works proactively to reduce churn/downgrade and provide customers 
with a positive on-time renewal experience. 
Research and Development 
Our research and development team consists of our user experience, product management, and engineering 
teams and technical operations. These groups are responsible for the design, development, testing, and delivery of 
new technologies and features for our platform. They are also responsible for scaling our platform and maintaining 
our cloud infrastructure. We invest substantial resources in research and development to drive core technology

11 
innovation and bring new products to market. Our distributed research and development efforts enable us to attract 
the best talent across our multiple locations, including San Francisco, Atlanta, Toronto, London, and Sydney. 
Sales and Marketing 
We employ a highly efficient go-to-market strategy that combines viral adoption through word of mouth, 
user-centric content marketing, and grass roots brand development with a high-velocity inside sales model that 
drives both the initial land of new customers and the subsequent expansion into broader use cases, increased users, 
and premium functionality. We also target senior IT and business operations management at companies from mid-
market to the largest enterprises through inside and field sales strategies to pursue larger-scale deployments. 
Our global sales teams focus on both new customer acquisition and up-selling and cross-selling additional 
products to our existing customers. Our sales teams are organized by geography, consisting of the Americas, EMEA, 
Asia Pacific, and Japan, as well as by target organization size. 
We offer a four-tiered range of pricing plans aligned with our customers’ needs and the maturity of their 
digital operations: Professional, Business, and Digital Operations. Rundeck automation is a stand-alone offering 
available on a term-license software subscription basis. We also offer a “freemium” plan for less than five users to 
introduce new users to the PagerDuty platform. 
We use diverse marketing tactics to engage with prospective customers, including email marketing, event 
marketing, digital advertising, social media, public relations, and community initiatives. We also host and present at 
regional, national, and global events, including our PagerDuty Summit, to engage both customers and prospects, 
deliver product training, share best practices, and foster community. Our technical leaders and evangelists frequently 
speak as subject matter experts at market-leading developer events like DevOps Days. 
Competition 
The market for digital operations management is large, fragmented, and constantly evolving. We primarily 
replace manual processes, in-house solutions, queued ticketing offerings and software providers that may compete 
against certain components of our offering. Our primary competitors include Atlassian OpsGenie and Splunk On-
Call (formerly VictorOps). 
We compete on the basis of a number of factors, including: 
•
platform functionality and breadth of offering;
•
integrations;
•
performance, security, scalability, and reliability;
•
real-time response, workflow, and automation capabilities;
•
focus on modern, contemporary digital services and operations;
•
brand recognition, reputation, and customer satisfaction;
•
ease of implementation and ease of use, and;
•
time-to-value, total cost of ownership, and return on investment.
We believe that we compete favorably with respect to all of these factors and that we are well positioned as a 
leader in the category of digital operations management. 
Intellectual Property 
We rely on a combination of trade secrets, patents, copyrights, and trademarks, as well as contractual 
protections, to establish and protect our intellectual property rights. While we had 14 issued patents and eight patent

12 
applications pending examination in the United States as of January 31, 2022 that, with respect to the issued patents, 
are expected to have terms ending between 2033 and 2040, and we actively seek patent protection covering 
inventions originating from our company, we do not believe that we are materially dependent on any one or more of 
our patents. We pursue the registration of domain names, trademarks, and service marks in the United States and in 
various jurisdictions outside the United States. 
We control access to and use of our proprietary technology and other confidential information through the use 
of internal and external controls, including contractual protections with employees, contractors, customers, and 
partners, and our software is protected by U.S. and international intellectual property laws. We require our 
employees, consultants, and other third parties to enter into confidentiality and proprietary rights agreements and 
control access to software, documentation, and other proprietary information. Our policy is to require employees and 
independent contractors to sign agreements assigning to us any inventions, trade secrets, works of authorship, 
developments, and other processes generated by them on our behalf and agreeing to protect our confidential 
information. In addition, we generally enter into confidentiality agreements with our vendors and customers. 
Although we rely on intellectual property rights, including trade secrets, patents, copyrights, and trademarks, 
as well as contractual protections to establish and protect our proprietary rights, we believe that factors such as the 
technological and creative skills of our personnel, creation of new modules, features and functionality, and frequent 
enhancements to our platform are more essential to establishing and maintaining our technology leadership position. 
Regulatory 
We are subject to a number of U.S. federal and state and foreign laws and regulations that involve matters 
central to our business. These laws and regulations may involve privacy, data protection, intellectual property, 
competition, consumer protection, export taxation, or other subjects. Many of the laws and regulations to which we 
are subject are still evolving and being tested in courts and could be interpreted in ways that could harm our 
business. In addition, the application and interpretation of these laws and regulations often are uncertain, particularly 
in the new and rapidly evolving industry in which we operate. Because global laws and regulations have continued 
to develop and evolve rapidly, it is possible that we may not be, or may not have been, compliant with each such 
applicable law or regulation. For a discussion of risks related to these various areas of government regulation, see 
“Risk Factors—We are subject to governmental regulation and other legal obligations, particularly those related to 
privacy, data protection and information security, and our actual or perceived failure to comply with such obligations 
could harm our business, by resulting in litigation, fines, penalties or adverse publicity and reputational damage that 
may negatively affect the value of our business and decrease the price of our common stock. Compliance with such 
laws could also result in additional costs and liabilities to us or inhibit sales of our solutions.” 
Geographic Information 
For a description of our revenue and long-lived assets by geographic location, see Note 14, “Geographic 
Information” of the Notes to our Consolidated Financial Statements included elsewhere in this Form 10-K. 
Human Capital 
Our corporate culture is a critical component of our success and we will continue taking steps to help foster 
innovation, teamwork, diversity, and inclusion. We promote an environment that values the democratization of ideas 
and the adoption of a DevOps culture internally, resulting in a mindset that is empowering our team to be more 
innovative, productive, and collaborative. We are continually investing in our global workforce to further drive 
diversity and inclusion, provide fair and market-competitive pay and benefits to support our employees’ well-being, 
and foster their growth and development. As of January 31, 2022, we had 950 employees, of which approximately 
71% were in the United States and 29% were in our international locations. None of our employees are represented 
by a labor union with respect to his or her employment. We have not experienced any work stoppages and we 
consider our relations with our employees to be good.

13 
At PagerDuty, we seek to enable employees of all backgrounds to be champions, facilitators, and practitioners 
of Inclusion, Diversity, and Equity (“ID&E”) everywhere. Regardless of identity, it is important that all our 
employees feel welcome, safe, and heard. Our ID&E mission is to activate the potential of all employees through 
systemic and programmatic equity, sustainable community development, and life-altering learning experiences. Our 
ID&E vision is a people-first, data-driven organization where power is equitably distributed across the mosaic of our 
employees’ identities.  
As we work to meet our diversity goals, it is important that every employee feels accepted, supported, and 
able to be their authentic self. We do this by creating initiatives to invest in equitable and sustainable communities, 
which help employees mobilize and take action. Our goal is for PagerDuty to be a people-first organization where 
opportunity is equitably distributed among all employees. Our Employee Resource Groups (“ERG”)—networks of 
employees with shared characteristics, interests, and experiences—are a critical element in how we achieve this goal 
and engage with employees. The ERGs are the cultural backbone of our vibrant community and support our ID&E 
efforts through education, awareness, and celebration. 
Additional information on our diversity and inclusion strategy, and diversity metrics and programs can be 
found on our website at pagerduty.com/careers/diversity/. Nothing on our website shall be deemed incorporated by 
reference into this Form 10-K. 
Compensation, Benefits, and Well Being 
We offer fair, competitive compensation and benefits that support our employees’ overall well-being. To 
ensure alignment with our short- and long-term objectives, our compensation programs include base pay, short-term 
incentives, and opportunities for long-term incentives. We offer a wide array of benefits including comprehensive 
health and welfare insurance, generous paid time-off and leave, and retirement support. We provide emotional well-
being services through our Employee Assistance Program and a variety of interactive applications. 
Currently, the majority of our employees work remotely in order to minimize the spread of COVID-19 among 
our employee base and comply with local regulations within the United States and internationally. As we continue to 
monitor the local regulations related to COVID-19, we have begun to release travel restrictions on business-related 
travel, allowing certain employees to travel on a voluntary basis. We have extended our paid time off and sick leave 
benefits for employees directly impacted by COVID-19 or caring for children or a member of their household 
impacted by COVID-19. In addition, we have provided allowances to our employees to cover expenses related to 
transitioning to a work from home environment. We also continue to offer local employee assistance programs to 
employees if needed and have implemented scheduled company-wide paid days off to help employees balance their 
work and life responsibilities. 
Employee Engagement and Development 
We invest significant resources to develop our in-house talent and deepen our employees’ skill sets, both to 
strengthen our company and help further our employees’ personal career goals. We empower our employees to drive 
their career development and set personal development objectives in partnership with their managers. To strengthen 
these conversations, we train managers to partner with employees through career conversations so that they can 
successfully leverage the many tools in place to support them. 
In order to ensure we are listening to our employees, we regularly survey our employees to obtain their views 
and assess employee satisfaction. We use the views expressed in the surveys to influence our people strategy and 
policies. We also use employee survey information to gain insights into how and where we work. 
Inclusion, Diversity, and Equity

14 
 
Social Impact and Environmental, Social and Governance (“ESG”) Initiatives 
We launched PagerDuty.org in 2018 to ensure a sustainable contribution to the communities in which we live, 
work, and service by integrating social impact and environmental, social and governance goals into our business. 
PagerDuty.org exists to empower those working to make a difference in the world, and to use our technology to help 
solve intractable challenges. We do so by mobilizing core company assets to help impact organizations deliver on 
their mission when every moment matters, by deploying high-impact funding that enables partners to advance 
justice and equitable health outcomes, and by activating employees to create meaningful impact. 
A Pledge 1% member since 2017, we commit 1% of equity, 1% of product, and 1% of employee time to 
advance positive community impact. In June 2018, we fulfilled our equity pledge by issuing a warrant to purchase 
shares of our common stock to the Tides Foundation to fund our philanthropic giving. The PagerDuty.org Fund 
works to meet urgent needs faster to advance justice and health through integrated investments of grants, donated 
product, and employee expertise in our core areas of Time-Critical Health and Just and Equitable Communities. We 
deployed approximately $1.9 million in the fiscal year ended January 31, 2022, including a portfolio of grants 
(inclusive of Care Message, WeRobotics, Turn.io) to support equitable COVID-19 Vaccine Access and Delivery, a 
public-private partnership with COVAX/GAVI and the World Health Organization, and new and follow-on funding 
to help organizations respond to urgent needs faster to advance health (NexLeaf Analytics, Trek Medics, SIRUM). 
Through our Just and Equity Communities portfolio, we made investments in community-based approaches to 
vaccine equity and trust, and launched a new grant making program to empower PagerDuty Employee Resource 
Groups to fund organizations and issues aligned to their community. Through our Impact Pricing program, we 
provide discounted pricing to nonprofit organizations and social enterprises globally to ensure they can access 
PagerDuty’s platform for digital operations. Our volunteer time off policy offers employees 20 hours annually to 
volunteer, vote, and participate in non-partisan voter engagement efforts and peaceful demonstration. Beginning 
with new hires, our rewards and recognition programs honor and celebrate the contributions employees make in 
giving their time, expertise, or capital. Ninety-two percent of our employees participated in volunteering or giving 
back in 2021. 
We made early investments in ESG in 2020, including forming a cross-functional ESG Steering Committee of 
business leadership, to ensure that how we operate as a business produces positive impact. In 2021 we strengthened 
this work, conducting our first materiality assessment and first two years of greenhouse gas inventories. We garnered 
a silver rating by EcoVadis, incorporated ESG into the Board charter with Nominating and Corporate Governance 
oversight, opened a dedicated ESG role, and are preparing our first ESG disclosures. While many ESG elements are 
already in place, we identified areas for further development as we build an integrated cross-company ESG strategy.

15 
To articulate our progress against social impact, equity, and ESG goals and commitments, PagerDuty.org 
publishes an annual Impact Report. We will track and report annually on our progress against social impact, equity 
and ESG commitments as we formalize new areas of investment in social impact, inclusion, diversity and equity, 
and ESG. 
Available Information 
We make available, free of charge through our website (www.pagerduty.com), our annual reports on Form 10-
K, quarterly reports on Form 10-Q and current reports on Form 8-K, and amendments to those reports, filed or 
furnished pursuant to Sections 13(a) or Section 15(d) of the Exchange Act, as soon as reasonably practicable after 
they have been electronically filed with, or furnished to, the Securities and Exchange Commission. 
The Securities and Exchange Commission maintains an internet site (http://www.sec.gov) that contains 
reports, proxy and information statements, and other information regarding issuers that file electronically with the 
Securities and Exchange Commission. 
We announce material information to the public about us, our products and services and other matters through 
a variety of means, including our website (www.pagerduty.com), the investor relations section of our website 
(investor.pagerduty.com), our blog (pagerduty.com/blog), press releases, filings with the Securities and Exchange 
Commission, public conference calls, and social media, including our Twitter account (twitter.com/pagerduty), the 
Twitter account @jenntejada and Facebook page (facebook.com/pagerduty), in order to achieve broad, non-
exclusionary distribution of information to the public. We encourage investors and others to review the information 
we make public in these locations, as such information could be deemed to be material information. 
Item 1A. Risk Factors 
Our business involves significant risks, some of which are described below. You should carefully consider the 
following risks, together with all of the other information in this Form 10-K, including our consolidated financial 
statements and the related notes included elsewhere in this Form 10-K. Any of the following risks could have an 
adverse effect on our business, results of operations, financial condition or prospects, and could cause the trading 
price of our common stock to decline. Our business, results of operations, financial condition or prospects could 
also be harmed by risks and uncertainties not currently known to us or that we currently do not believe are material. 
Risks Related to Our Business and Industry 
The ongoing global COVID-19 pandemic could harm our business, results of operations, and financial 
condition. 
The COVID-19 pandemic has adversely affected significant portions of our business and could have a 
material adverse effect on our financial condition and results of operations. We are subject to numerous pandemic-
related risks, including those described below. The degree to which COVID-19 impacts our results will depend on 
future developments, which are highly uncertain and cannot be predicted, including, but not limited to, the duration 
and severity of the pandemic, the actions taken to contain the virus or treat its impact, vaccination rates, the impact 
of variants, other actions taken by governments, businesses, and individuals in response to the virus and resulting 
economic disruption, and how quickly and to what extent normal economic and operating conditions can resume. 
We are similarly unable to predict the extent of the impact of the pandemic on our customers, suppliers, vendors, and 
other partners, and their financial conditions, but a material effect on these parties could also materially adversely 
affect us. 
Our customers or potential customers, particularly those most impacted by the COVID-19 pandemic such as 
small and medium businesses or those in industries such as transportation, hospitality, retail and energy, have 
reduced and may in the future reduce their IT spending or delay their digital transformation initiatives, which could 
materially and adversely impact our business. We have seen and may continue to see a decline in the number of 
users from individual customers as those customers are required to make workforce reductions. We have also 
experienced curtailed customer demand, reduced customer spend and contract duration during the COVID-19 
pandemic, which have since normalized, but we may experience these effects again in the future, along with delayed

16 
collections, lengthened payment terms and increased competition due to changes in terms and conditions and pricing 
of our competitors’ products and services that could materially adversely impact our business, results of operations 
and overall financial performance in future periods. 
In addition, due to restrictions on travel and in-person meetings as a result of the on-going COVID-19 
pandemic, we have converted Summit, our global customer conference series, to virtual events. We have also 
canceled or shifted other planned events to virtual-only experiences and may determine to alter, postpone or cancel 
additional customer, employee or industry events in the future. We have typically relied on marketing and 
promotional events such as Summit and other in-person conferences, events and meetings to facilitate customer 
sign-ups and generate leads for potential customers, and virtual marketing events and phone or virtual sales 
interactions may not be as successful as in-person events and meetings. We cannot predict how long, or the extent to 
which the COVID-19 pandemic may continue to constrain our marketing, promotional, and sales activities. 
The majority of our employees continue to work remotely in order to minimize the spread of COVID-19 
among our employee base and to comply with local regulations within the United States and internationally. Our 
remote workforce poses increased risks to our information technology systems and data, as more of our employees 
work from home, utilizing network connections outside our premises. 
While our revenues, billings and earnings are relatively predictable as a result of our subscription-based 
business model, the effect of the COVID-19 pandemic may not be fully reflected in our results of operations and 
overall financial performance until future periods. The impact of COVID-19 can also exacerbate other risks 
discussed in this Risk Factors section and throughout this report, which could in turn have a material adverse effect 
on us. Developments related to COVID-19 have been unpredictable, and additional impacts and risks may arise that 
we are not aware of or able to respond to appropriately or quickly. 
Unfavorable conditions in our industry or the global economy, or reductions in information technology spending, 
could limit our ability to grow our business and negatively affect our results of operations. 
Our results of operations may vary based on the impact of changes in our industry or the global economy on 
us or our customers and potential customers. Negative conditions in the general economy both in the United States 
and abroad, including conditions resulting from changes in gross domestic product growth, financial and credit 
market fluctuations, inflation, international trade relations, political turmoil, natural catastrophes, health epidemics 
or pandemics (such as the COVID-19 pandemic), warfare and terrorist attacks on the United States, Europe, the Asia 
Pacific region, Japan, or elsewhere, could cause a decrease in business investments, including spending on 
information technology, and negatively affect the growth of our business. Competitors, many of whom are larger 
and have greater financial resources than we do, may respond to challenging market conditions by lowering prices in 
an attempt to attract our customers. In addition, the increased pace of consolidation in certain industries may result 
in reduced overall spending on our products. We cannot predict the timing, strength, or duration of any economic 
slowdown, instability, or recovery, generally or within any particular industry or how any such event may impact our 
business.  
We have a history of operating losses and may not achieve or sustain profitability in the future. 
We were incorporated in 2010 and have experienced net losses since inception. We generated a net loss of 
$107.5 million, $68.9 million, and $50.3 million for the fiscal years ended January 31, 2022, 2021, and 2020 
respectively, and as of January 31, 2022, we had an accumulated deficit of $348.8 million. While we have 
experienced significant revenue growth in recent periods, we are not certain whether or when we will obtain a high 
enough volume of sales to sustain or increase our growth or achieve or maintain profitability in the future. We also 
expect our costs and expenses to increase in future periods, which could negatively affect our future operating 
results if our revenue does not increase. In particular, we intend to continue to expend significant funds to further 
develop our platform, including by introducing new products and functionality, and to expand our inside and field 
sales teams and customer success team to drive new customer adoption, expand use cases and integrations, and 
support international expansion. We also face increased compliance costs associated with growth, the expansion of 
our customer base, and being a public company. Our efforts to grow our business may be costlier than we expect, 
and we may not be able to increase our revenue enough to offset our increased operating expenses. We may incur

17 
significant losses in the future for a number of reasons, including the other risks described herein, and unforeseen 
expenses, difficulties, complications and delays, and other unknown events. If we are unable to achieve and sustain 
profitability, the value of our business and common stock may significantly decrease. 
Our recent rapid growth may not be indicative of our future growth, and if we continue to grow rapidly, we may 
not be able to manage our growth effectively. Our rapid growth also makes it difficult to evaluate our future 
prospects and may increase the risk that we will not be successful. 
Our revenue was $281.4 million, $213.6 million, and $166.4 million for the fiscal years ended January 31, 
2022, 2021, and 2020, respectively. Although we have recently experienced significant growth in our revenue, even 
if our revenue continues to increase, we expect that our revenue growth rate will decline in the future as a result of a 
variety of factors, including the maturation of our business. Overall growth of our revenue depends on a number of 
factors, including our ability to: 
• 
price our digital operations platform effectively so that we are able to attract new customers and expand 
sales to our existing customers; 
• 
expand the functionality and use cases for the products we offer on our platform; 
• 
maintain or increase the rates at which customers purchase and renew subscriptions to our platform; 
• 
provide our customers with customer support that meets their needs; 
• 
continue to introduce our products to new markets outside of the United States; 
• 
successfully identify and acquire or invest in businesses, products, or technologies that we believe could 
complement or expand our platform; and 
• 
increase awareness of our brand on a global basis and successfully compete with other companies. 
We may not successfully accomplish any of these objectives, which makes it difficult for us to forecast our 
future operating results. If the assumptions that we use to plan our business are incorrect or change in reaction to 
changes in our market, or if we are unable to maintain consistent revenue or revenue growth, our stock price could 
be volatile, and it may be difficult to achieve and maintain profitability. You should not rely on our revenue for any 
prior quarterly or annual periods as any indication of our future revenue or revenue growth.  
In addition, we expect to continue to expend substantial financial and other resources on: 
• 
sales and marketing, including a significant expansion of our sales organization; 
• 
our technology infrastructure, including systems architecture, scalability, availability, performance, and 
security; 
• 
product development, including investments in our product development team and the development of new 
products and new functionality for our platform; 
• 
acquisitions or strategic investments; 
• 
international expansion; and 
• 
general administration, including increased legal, accounting, and compliance expenses associated with 
being a public company. 
These investments may not result in increased revenue growth in our business. If we are unable to increase 
our revenue at a rate sufficient to offset the expected increase in our costs, our business, financial position, and 
results of operations will be harmed, and we may not be able to achieve or maintain profitability over the long term. 
Additionally, we may encounter unforeseen operating expenses, difficulties, complications, delays, and other 
unknown factors that may result in losses in future periods. If our revenue growth does not meet our expectations in

18 
future periods, our financial performance may be harmed, and we may not achieve or maintain profitability in the 
future. 
We operate in an emerging and evolving market, which may develop more slowly or differently than we expect. If 
our market does not grow as we expect, or if we cannot expand our platform to meet the demands of this market, 
our revenue may decline, fail to grow or fail to grow significantly, and we may incur additional operating losses. 
The market for digital operations management solutions, particularly enterprise-grade solutions, is in an early 
stage of development, and it is uncertain whether this market will develop, and even if it does develop, how rapidly 
it will develop, how much it will grow, or whether our platform will be widely adopted. Our success will depend, to 
a substantial extent, on the widespread adoption of our platform as an alternative to existing solutions or adoption by 
customers that are not using any such solutions at all. Some organizations may be reluctant or unwilling to use our 
platform for a number of reasons, including concerns about additional costs, uncertainty regarding the reliability and 
security of cloud-based offerings, or lack of awareness of the benefits of our platform. Our ability to expand sales of 
our platform depends on several factors, including potential customer awareness of our platform; the timely 
completion, introduction, and market acceptance of enhancements to our platform or new products that we may 
introduce; our ability to attract, retain, and effectively train inside and field sales personnel; our ability to develop or 
maintain integrations with partners; the effectiveness of our marketing programs; the costs of our platform; and the 
success of our competitors. If we are unsuccessful in developing and marketing our platform, or if organizations do 
not perceive or value the benefits of our platform as an alternative to legacy systems, the market for our platform 
might not continue to develop or might develop more slowly than we expect, either of which would harm our 
growth prospects and operating results. 
If we are unable to attract new customers, our revenue growth will be adversely affected. 
To increase our revenue, we must continue to attract new customers and increase sales to new customers. As 
our market matures, product and service offerings evolve, and competitors introduce lower cost or differentiated 
products or services that are perceived to compete with our platform, our ability to sell subscriptions for our 
products could be impaired. Similarly, our subscription sales could be adversely affected if customers or users within 
these organizations perceive that features incorporated into competitive products reduce the need for our products or 
if they prefer to purchase other products that are bundled with solutions offered by other companies, including our 
partners, that operate in adjacent markets and compete with our products. As a result of these and other factors, we 
may be unable to attract new customers, which could have an adverse effect on our business, revenue, gross 
margins, and other operating results, and accordingly, on the trading price of our common stock. 
If we are unable to retain our current customers or sell additional functionality and services to them, our revenue 
growth will be adversely affected. 
To increase our revenue, in addition to selling to new customers, we must retain existing customers and 
convince them to expand their use of our platform across their organizations — in terms of increasing the number of 
users, subscribing for additional functionality, and broadening the user base across multiple departments and 
business units. Our ability to retain our customers and increase the amount of their subscriptions could be impaired 
for a variety of reasons, including customer reaction to changes in the pricing of our products or the other risks 
described herein. As a result, we may be unable to renew our subscriptions with existing customers or attract new 
business from existing customers, which would have an adverse effect on our business, revenue, gross margins, and 
other operating results, and accordingly, on the trading price of our common stock. 
Our ability to sell additional functionality and services to our existing customers may require more 
sophisticated and costly sales efforts, especially as we target larger enterprises and more senior management who 
make these purchasing decisions. Similarly, the rate at which our customers purchase additional products and 
services from us depends on a number of factors, including general economic conditions and the pricing of the 
additional product functionality and services. If our efforts to sell additional functionality and services to our 
customers are not successful, our business and growth prospects would suffer. 
Our customers have no obligation to renew their subscriptions with us after the expiration of their 
subscription period. Our subscriptions with our customers are typically one year in duration but can range from

19 
monthly to multi-year. In order for us to maintain or improve our results of operations, it is important that our 
customers renew their subscriptions with us on the same or more favorable terms. We cannot accurately predict 
renewal or expansion rates given the diversity of our customer base, in terms of size, industry, and geography. Our 
renewal and expansion rates may decline or fluctuate as a result of a number of factors, including customer spending 
levels, customer dissatisfaction with our products and services, decreases in the number of users at our customers, 
changes in the type and size of our customers, pricing changes, competitive conditions, the acquisition of our 
customers by other companies, and general economic conditions. If our customers do not renew their subscriptions 
with us, or if they reduce their subscription amounts at the time of renewal, our revenue and other results of 
operations will decline and our business will suffer. If our renewal or expansion rates fall significantly below the 
expectations of the public market, securities analysts, or investors, the trading price of our common stock would 
likely decline. 
We derive a significant majority of all of our revenue from a single platform. 
Sales of subscriptions to our incident response offerings account for a significant majority of all of our 
revenue. We expect these subscriptions to account for a large portion of our revenue for the foreseeable future. As a 
result, our operating results could suffer due to: 
• 
any decline in demand for our incident response product; 
• 
the failure of our broader platform and other products to achieve market acceptance; 
• 
the market for our digital operations platform not continuing to grow, or growing more slowly than we 
expect; 
• 
the introduction of products and technologies that serve as a replacement or substitute for, or represent an 
improvement over, our platform and products; 
• 
technological innovations or new standards that our platform and products do not address; 
• 
sensitivity to current or future prices offered by us or our competitors; and 
• 
our inability to release enhanced versions of our platform and products on a timely basis. 
Our inability to renew or increase sales of subscriptions to our platform or market and sell additional products 
and functionality, or a decline in prices of our platform subscription levels, would harm our business and operating 
results more seriously than if we derived significant revenue from a variety of products. In addition, if the market for 
our platform and products grows more slowly than anticipated, or if demand for our digital operations platform does 
not grow as quickly as anticipated, whether as a result of competition, pricing sensitivities, product obsolescence, 
technological change, unfavorable economic conditions, uncertain geopolitical environment, budgetary constraints 
of our customers, or other factors, our business, results of operations, and financial condition would be adversely 
affected. 
The markets in which we participate are competitive, and if we do not compete effectively, our operating results 
could be harmed. 
The market for digital operations solutions, particularly enterprise-grade solutions, is highly fragmented, 
competitive, and constantly evolving. We face substantial competition from in-house solutions, open source 
software, manual processes, and software providers that may compete against certain components of our offering, as 
well as established and emerging software providers. With the introduction of new technologies and market entrants, 
we expect that the competitive environment will remain intense going forward. Some of our actual and potential 
competitors have been acquired by other larger enterprises and have made or may make acquisitions or may enter 
into partnerships or other strategic relationships that may provide more comprehensive offerings than they 
individually had offered or achieve greater economies of scale than us. For example, companies that compete with 
certain components of our offerings include Atlassian through its acquisition of OpsGenie, Splunk through its 
acquisition of VictorOps, and parts of ServiceNow’s product suite. In addition, new entrants not currently considered 
to be competitors may enter the market through product development, acquisitions, partnerships, or strategic

20 
relationships. As we look to market and sell our platform to potential customers with existing internal solutions, we 
must convince their internal stakeholders that our platform is superior to their current solutions.  
We compete on the basis of a number of factors, including: 
• 
platform functionality and breadth of offering; 
• 
integrations; 
• 
performance, security, scalability, and reliability; 
• 
real-time response, workflow, and automation capabilities; 
• 
focus on modern, contemporary digital services and operations; 
• 
brand recognition, reputation, and customer satisfaction; 
• 
ease of implementation and ease of use; and 
• 
time-to-value, total cost of ownership, and return on investment. 
Our competitors vary in size and in the breadth and scope of the products and services offered. Many of our 
competitors and potential competitors have greater name recognition, longer operating histories, more established 
customer relationships and installed customer bases, larger marketing budgets, and greater resources than we do. 
Further, other potential competitors not currently offering competitive solutions may expand their product offerings 
to compete with our platform, or our current and potential competitors may establish cooperative relationships 
among themselves or with third parties that may further enhance their resources and product and services offerings 
in our addressable market. Our competitors may be able to respond more quickly and effectively than we can to new 
or changing opportunities, technologies, standards, and customer requirements. An existing competitor or new 
entrant could introduce new technology that reduces demand for our platform. In addition to product and technology 
competition, we face pricing competition. Some of our competitors offer their solutions at a lower price, which has 
resulted in pricing pressures. Some of our larger competitors, such as Atlassian and Splunk, have the operating 
flexibility to bundle competing solutions with other offerings, including offering them at a lower price or for no 
additional cost to customers as part of a larger sale of other products.  
In addition, because of the characteristics of open-source software, there may be fewer technology barriers to 
entry in the open-source market by new competitors. One of the characteristics of open-source software is that, 
subject to specified restrictions, anyone may modify and redistribute the existing open-source software and use it to 
compete in the marketplace. Such competition can develop with a smaller degree of overhead and lead time than 
required by traditional proprietary software companies. New open-source-based platform technologies and standards 
are consistently being developed and can gain popularity quickly. Improvements in open source could cause 
customers to replace software purchased from us with their internally-developed, integrated and maintained open-
source software. It is possible for competitors with greater resources than ours to develop their own in-house 
solution and make it available on an open-source basis to organizations that would otherwise be potential customers 
of ours, potentially reducing the demand for our products and putting price pressure on our offerings. 
For all of these reasons, we may not be able to compete successfully against our current or future competitors, 
and this competition could result in the failure of our platform to continue to achieve or maintain market acceptance, 
any of which would harm our business, results of operations, and financial condition. 
The nature of our business exposes us to inherent liability risks. 
Our platform and related products, including our Event Intelligence and Rundeck Automation, are designed to 
provide quick, reliable alerts, to communicate information frequently during critical business events, such as 
information relevant to mitigating the damaging effects of system problems, and to automatically remediate systems 
problems. Due to the nature of such products, we are potentially exposed to greater risks of liability for solution or 
system failures than may be inherent in other businesses. Although substantially all of our subscription agreements

21 
contain provisions limiting our liability to our customers, we cannot assure you that these limitations will be 
enforced nor that the costs of any litigation related to actual or alleged omissions or failures would not have a 
material adverse effect on us even if we prevail. Further, certain of our insurance policies and the laws of some 
states may limit or prohibit insurance coverage for punitive or certain other types of damages or liability arising 
from gross negligence, and we cannot assure you that we are adequately insured against the risks that we face. 
We expect fluctuations in our financial results, making it difficult to project future results, and if we fail to meet 
the expectations of securities analysts or investors with respect to our operating results, our stock price and the 
value of your investment could decline. 
Our operating results have fluctuated in the past and are expected to fluctuate in the future due to a variety of 
factors, many of which are outside of our control. As a result, our past results may not be indicative of our future 
performance. In addition to the other risks described herein, factors that may affect our operating results include the 
following: 
• 
health epidemics or pandemics, such as the COVID-19 pandemic, influenza and other highly 
communicable diseases or viruses; 
• 
fluctuations in demand for or pricing of our platform; 
• 
our ability to attract new customers; 
• 
our ability to retain our existing customers; 
• 
customer expansion rates;  
• 
the pricing and quantity of subscriptions renewed; 
• 
the timing of our customer purchases; 
• 
fluctuations or delays in purchasing decisions in anticipation of new products or product enhancements by 
us or our competitors; 
• 
changes in customers’ budgets and in the timing of their budget cycles and purchasing decisions; 
• 
potential and existing customers choosing our competitors’ products or developing their own solutions in-
house; 
• 
our ability to control costs, including our operating expenses; 
• 
the amount and timing of payment for operating expenses, particularly research and development and sales 
and marketing expenses, including commissions; 
• 
the amount and timing of non-cash expenses, including stock-based compensation, goodwill impairments, 
and other non-cash charges; 
• 
the amount and timing of costs associated with recruiting, training, and integrating new employees and 
retaining and motivating existing employees; 
• 
the effects of acquisitions and their integration; 
• 
general economic conditions, both domestically and internationally, as well as economic conditions 
specifically affecting industries in which our customers participate; 
• 
the impact of new accounting pronouncements; 
• 
changes in the competitive dynamics of our market, including consolidation among competitors or 
customers;

22 
• 
significant security breaches of, technical difficulties with, or interruptions to, the delivery and use of our 
platform; and 
• 
awareness of our brand and our reputation in our target markets. 
Any of these and other factors, or the cumulative effect of some of these factors, may cause our results of 
operations to vary significantly. In addition, we expect to continue to incur significant additional expenses due to the 
increased costs of operating as a public company. If our annual results of operations fall below the expectations of 
investors and securities analysts who follow our stock, the price of our common stock could decline substantially, 
and we could face costly lawsuits, including securities class action suits. 
Because we recognize revenue from the majority of our subscriptions over the term of the relevant agreement, 
downturns or upturns in sales are not immediately reflected in full in our operating results. 
We recognize revenue for our cloud-hosted software subscription fees over the term of our subscription 
agreement, and our subscriptions are generally one year in duration but can range from monthly to multi-year. As a 
result, much of our revenue is generated from cloud-hosted software subscriptions entered into during previous 
periods. Consequently, a decline in demand for our platform or a decline in new or renewed subscriptions in any one 
quarter may not significantly reduce our revenue for that quarter but could negatively affect our revenue in future 
quarters. Our revenue recognition model also makes it difficult for us to rapidly increase our revenue through the 
sale of additional cloud-hosted software subscriptions in any period, as revenue from customers is recognized over 
the applicable term of their cloud-hosted subscriptions. 
Seasonality may cause fluctuations in our sales and operating results. 
The first fiscal quarter of each year is usually our lowest billings and bookings quarter. In fact, billings and 
bookings during our first fiscal quarter are typically lower than the prior fiscal fourth quarter. We believe that this 
results from the procurement, budgeting, and deployment cycles of many of our customers, particularly our 
enterprise customers. We expect that this seasonality will continue to affect our billings, bookings, and other 
operating results in the future as we continue to target larger enterprise customers. 
If we fail to adapt and respond effectively to rapidly changing technology, evolving industry standards, changing 
regulations, and changing customer needs, requirements, or preferences, our products may become less 
competitive. 
The market in which we compete is relatively new and subject to rapid technological change, evolving 
industry standards, and changing regulations, as well as changing customer needs, requirements, and preferences. 
The success of our business will depend, in part, on our ability to adapt and respond effectively to these changes on 
a timely basis. If we were unable to continue enhancing and evolving our digital operations platform or delivering 
new products that keep pace with rapid technological and regulatory change, or if new technologies emerge that are 
able to deliver competitive value at lower prices, more efficiently, more conveniently, more reliably, or more 
securely than our products, our business, results of operations, and financial condition would be adversely affected. 
If we fail to maintain and enhance our brand, our ability to expand our customer base will be impaired and our 
business, results of operations, and financial condition may suffer. 
We believe that maintaining and enhancing the PagerDuty brand is important to support the marketing and 
sale of our existing and future products to new customers and expand sales of our platform to existing customers. 
We also believe that the importance of brand recognition will increase as competition in our market increases. 
Successfully maintaining and enhancing our brand will depend largely on the effectiveness of our marketing efforts, 
our ability to provide reliable products that continue to meet the needs of our customers at competitive prices, our 
ability to maintain our customers’ trust, our ability to continue to develop new functionality and use cases, and our 
ability to successfully differentiate our platform and products from competitive products and services. Additionally, 
the performance of our partners may affect our brand and reputation if customers do not have a positive experience 
with our partners’ services. Our brand promotion activities may not generate customer awareness or yield increased

23 
revenue, and even if they do, any increased revenue may not offset the expenses we incur in building our brand. If 
we fail to successfully promote and maintain our brand, our business could suffer. 
Failure to effectively develop and expand our marketing and sales capabilities could harm our ability to increase 
our customer base and achieve broader market acceptance of our products. 
Our ability to increase our customer base and achieve broader market acceptance of our digital operations 
platform will depend to a significant extent on our ability to expand our marketing and sales organizations. We plan 
to continue expanding our direct sales force and partners, both domestically and internationally. We also plan to 
dedicate significant resources to sales and marketing programs, including inbound marketing and online advertising. 
The effectiveness of these programs has varied over time and may vary in the future due to competition for key 
search terms, changes in search engine use, changes in the search algorithms used by major search engines and the 
European Union’s General Data Protection Regulation (“EU GDPR”), the United Kingdom’s GDPR (“U.K. 
GDPR”) and other similar privacy initiatives. All of these efforts will require us to invest significant financial and 
other resources. Our business and operating results will be harmed if our sales and marketing efforts do not generate 
significant increases in revenue. We may not achieve anticipated revenue growth from expanding our sales force if 
we are unable to hire, develop, integrate, and retain talented and effective sales personnel, if our new and existing 
sales personnel, on the whole, are unable to achieve desired productivity levels in a reasonable period of time, or if 
our sales and marketing programs are not effective. 
If we are unable to enhance and improve our platform or develop new functionality or use cases, our revenue 
may not grow. 
Our ability to increase sales will depend in large part on our ability to enhance and improve our platform, 
introduce new functionality in a timely manner, and develop new use cases for our platform. Any new functionality 
that we develop or acquire needs to be introduced in a timely and cost-effective manner in order to achieve the broad 
market acceptance necessary to generate significant revenue. If we are unable to enhance our platform or develop 
new functionality to keep pace with rapid technological and regulatory change, our business, results of operations, 
and financial condition could be adversely affected.  
If our products fail to perform properly due to defects or similar problems, and if we fail to develop 
enhancements to resolve any defect or other problems, we could lose customers, become subject to service 
performance or warranty claims, or incur other significant costs. 
Our operations are dependent upon our ability to prevent system interruption. Our platform for digital 
operations is built on a modern modular technology stack that is inherently complex and may contain material 
defects or errors, which may cause disruptions in availability or other performance problems. We have from time to 
time experienced service outages and found defects in our platform. We may experience additional outages or 
discover additional defects in the future that could result in data unavailability or unauthorized access to, or loss or 
corruption of, our customers’ data. We may not be able to detect and correct defects or errors before implementing 
our platform. Consequently, we or our customers may discover defects or errors after our platform has been 
deployed.  
The occurrence of any defects, errors, disruptions in service, or other performance problems with our 
software, whether in connection with day-to-day operations, upgrades, or otherwise, could result in: 
• 
loss of customers; 
• 
lost or delayed market acceptance and sales of our products; 
• 
delays in payment to us by customers; 
• 
injury to our reputation and brand; 
• 
legal claims, including warranty and service level agreement claims, against us; or

24 
• 
diversion of our resources, including through increased service and warranty expenses or financial 
concessions, and increased insurance costs. 
The costs incurred in correcting any material defects or errors in our software or other performance problems 
may be substantial and could adversely affect our business, operating results, and financial condition. 
As we continue to pursue sales to new and existing mid-market and enterprise customers, our sales cycle, 
forecasting processes, and deployment processes may become more unpredictable and require greater time and 
expense. 
While we rely predominantly on self-service purchases to establish new customer relationships, our inside 
and field sales teams target expansion opportunities with existing mid-market and enterprise customers. Sales to new 
and existing mid-market and enterprise customers involve risks that may not be present or that are present to a lesser 
extent with sales to smaller organizations. As we seek to increase our sales to mid-market and enterprise customers, 
we face more complex customer requirements, substantial upfront sales costs, less predictability, and, in some cases, 
longer sales cycles than we do with smaller customers. With mid-market and enterprise customers, the decision to 
subscribe to our platform frequently may require the approval of multiple management personnel and more technical 
personnel than would be typical of a smaller organization, and accordingly, sales to mid-market and enterprise 
customers may require us to invest more time educating these potential customers. Purchases by mid-market and 
larger enterprise customers are also frequently subject to budget constraints and unplanned administrative, 
processing, and other delays, which means we may not be able to come to agreement on the subscription terms with 
enterprises. Our ability to successfully sell our platform to mid-market and larger enterprise customers is also 
dependent upon the effectiveness of our sales force, including new sales personnel, who currently represent the 
majority of our sales force. In addition, if we are unable to increase sales of our platform to mid-market and larger 
enterprise customers while mitigating the risks associated with serving such customers, our business, financial 
position, and operating results may be adversely affected. 
If we cannot maintain our company culture as we grow, our success and our business may be harmed. 
We believe our culture has been a key contributor to our success to date and that the critical nature of the 
platform that we provide promotes a sense of greater purpose in our employees. Failure to preserve our culture 
negatively affects our ability to retain and recruit personnel, which is critical to our growth, and to effectively focus 
on and pursue our corporate objectives. As we continue to grow, we may find it difficult to attract and retain 
qualified diverse talent if we do not maintain a culture that is reflective of our talent. Thus, our company culture is a 
business imperative and critical to our competitive position within our industry. If we fail to maintain our company 
culture, our business and competitive position may be adversely affected. 
If we lose key members of our management team or are unable to attract and retain executives and employees we 
need to support our operations and growth, our business may be harmed. 
Our success and future growth depend upon the continued services of our management team and other key 
employees. From time to time, there may be changes in our management team resulting from the hiring or departure 
of executives and key employees, which could disrupt our business. Our senior management and key employees are 
employed on an at-will basis. We currently do not have “key person” insurance on any of our employees. Certain of 
our key employees have been with us for a long period of time and have fully vested stock options or other long-
term equity incentives that may become valuable and may be sold in the public markets, generating significant 
proceeds, which may reduce their motivation to continue to work for us. The loss of one or more of our senior 
management, particularly Jennifer Tejada, our Chief Executive Officer, or other key employees could harm our 
business, and we may not be able to find adequate replacements. We cannot ensure that we will be able to retain the 
services of any members of our senior management or other key employees, that we have adequate succession plans 
in place or that we would be able to timely replace members of our senior management or other key employees 
should any of them depart.

25 
The failure to attract and retain additional qualified personnel and any restrictions on the movement of 
personnel could prevent us from executing our business strategy and growth plans. 
To execute our business strategy, we must attract and retain highly qualified personnel. Competition for 
executive officers, software developers, sales personnel, and other key employees in our industry is intense and 
increasing. In particular, we compete with many other companies for software developers with high levels of 
experience in designing, developing, and managing cloud-based software, as well as for skilled sales and operations 
professionals. While the market for such personnel is particularly competitive in Silicon Valley, it is also competitive 
in other markets where we maintain operations, including Canada. Although uncertain at this time, the current 
administration's position on the regulatory environment related to immigration may continue with implementation of 
regulations introduced by the previous administration, limiting the availability of H1-B and other visas. This may 
impact our ability to recruit, hire, retain or effectively collaborate with qualified skilled personnel, including in 
Canada, which could adversely impact our business, operating results and financial condition. Many of the 
companies with which we compete for experienced personnel have greater resources than we do and can frequently 
offer such personnel substantially greater compensation than we can offer. In addition, we may fail to identify, 
attract, and retain talented employees who support our corporate culture that we believe fosters innovation, 
teamwork, diversity, and inclusion, and which we believe is critical to our success. If we fail to identify, attract, 
develop, and integrate new personnel, or fail to retain and motivate our current personnel, our growth prospects 
would be severely harmed. 
The estimates of market opportunity and forecasts of market growth may prove to be inaccurate, and even if the 
market in which we compete achieves the forecasted growth, our business could fail to grow at similar rates, if at 
all. 
Market opportunity estimates and growth forecasts, including those we have generated ourselves, are subject 
to significant uncertainty and are based on assumptions and estimates that may not prove to be accurate. The 
variables that go into the calculation of our market opportunity are subject to change over time, and there is no 
guarantee that any particular number or percentage of addressable users or companies covered by our market 
opportunity estimates will purchase our products at all or generate any particular level of revenue for us. Any 
expansion in our market depends on a number of factors, including the cost, performance, and perceived value 
associated with our platform and those of our competitors. Even if the market in which we compete meets the size 
estimates and growth forecasted, our business could fail to grow at similar rates, if at all. Our growth is subject to 
many factors, including our success in implementing our business strategy, which is subject to many risks and 
uncertainties. Accordingly, the forecasts of market growth should not be taken as indicative of our future growth.  
Our security measures have on occasion in the past been, and may in the future be, compromised. If our, our 
customers’, or our third-party providers’ security measures are compromised, or unauthorized access to the data 
of our customers or their employees, customers, or other constituents is otherwise obtained, our platform may be 
perceived as not being secure, our customers may be harmed and may curtail or cease their use of our platform, 
our reputation and business would be damaged, we may incur significant liabilities, our business operations 
could be disrupted, and the value of our business and common stock may decrease. 
Our business involves the processing, storage and transmission of proprietary, sensitive, or confidential data 
of our customers and their employees and customers, including personal information. We may use third-party 
service providers and subprocessors to help us deliver services and process information on our behalf. Our ability to 
monitor these third parties’ information security practices is limited, and these third parties may not have adequate 
information security measures in place. If we, our service providers, or other relevant third parties have experienced 
or in the future experience, any security incident that result in, any data loss, deletion or destruction, unauthorized 
access to, loss of, unauthorized acquisition or disclosure of, or inadvertent exposure disclosure of, proprietary, 
sensitive, or confidential data, or any compromise related to the security, confidentiality, integrity or availability of 
our (or their) information technology, software, services, communications or data, it may result in litigation, 
indemnity obligations, interruption to our business operations, and other possible liabilities, as well as negative 
publicity, which would damage our reputation and business, impair our sales, and harm our customers.

26 
Cyber incidents and malicious internet-based activity continue to increase generally, and providers of cloud-
based services have frequently been targeted by such attacks. These cybersecurity challenges, including threats to 
our own IT infrastructure or those of our customers or third-party providers, may take a variety of forms including 
but not limited to malware (including as a result of advanced persistent threat intrusions), social engineering attacks 
(including through phishing), ransomware, man-in-the-middle attacks, session hijacking, denial-of-service (such as 
credential stuffing), supply-chain attacks, password attacks, personnel misconduct or error, viruses, worms and other 
malicious software programs or cybersecurity attacks, and “mega breaches” targeted against cloud-based services 
and other hosted software, which could be initiated by individual or groups of hackers or sophisticated cyber 
criminals. A cybersecurity incident or breach could result in disclosure of confidential information and intellectual 
property, or cause production downtimes and compromised data. We may be unable to anticipate or prevent 
techniques used to obtain unauthorized access or to sabotage systems because they change frequently and often are 
not detected until after an incident has occurred. As we increase our customer base and our brand becomes more 
widely known and recognized, third parties may increasingly seek to compromise our security controls or gain 
unauthorized access to our sensitive corporate information or our customers’ data. We may be required to expend 
significant resources, fundamentally change our business activities and practices, or modify our services, software, 
operations or information technology to protect against security breaches and to mitigate, detect, and remediate 
actual and potential vulnerabilities. 
Ransomware attacks, including those perpetrated by organized criminal threat actors, nation-states, and 
nation-state-supported actors, are becoming increasingly prevalent and severe – and can lead to significant 
interruptions in our operations, loss of data and income, reputational harm, and diversion of funds.  Extortion 
payments may alleviate the negative impact of a ransomware attack, but we may be unwilling or unable to make 
such payments due to, for example, applicable laws or regulations prohibiting such payments. Similarly, supply-
chain attacks have increased in frequency and severity. 
Many governments have enacted laws requiring companies to notify individuals of data security incidents or 
unauthorized transfers involving certain types of personal data. Such notifications are costly, and the notifications or 
the failure to comply with requirements to provide them could lead to adverse consequences. In addition, some of 
our customers contractually require notification by us of any data security incident. Accordingly, security incidents 
experienced by our competitors, our customers, us, or our service providers may lead to public disclosures, which 
may lead to widespread negative publicity. Any security compromise in our industry, whether actual or perceived, 
could harm our reputation, erode customer confidence in the effectiveness of our security measures, negatively 
affect our ability to attract new customers, cause existing customers to elect not to renew their subscriptions, and 
subject us to third-party lawsuits, regulatory fines, or other action or liability, which could materially and adversely 
affect our business, results of operations, and financial condition.  
While we maintain general liability insurance coverage and coverage for errors or omissions, we cannot 
assure you that such coverage would be adequate or would otherwise protect us from liabilities or damages with 
respect to claims alleging compromises of customer data or that such coverage will continue to be available to us on 
acceptable terms or at all. The successful assertion of one or more large claims against us that exceeds our available 
insurance coverage, or results in changes to our insurance policies (including premium increases or the imposition of 
large deductible or co-insurance requirements), could have an adverse effect on our business. 
We make numerous statements in our privacy policies and terms of service, through our certifications to 
privacy standards and in our marketing materials, providing assurances about the security of our platform, including 
detailed descriptions of the security measures we employ. Should any of these statements be untrue or become 
untrue, even through circumstances beyond our reasonable control, we may face claims of misrepresentation or 
deceptiveness by the U.S. Federal Trade Commission, state and foreign regulators, and private litigants, and may 
face interruptions of or required changes of our business practices, the diversion of resources and the attention of 
management from our business, discontinuance of necessary data processing activities or other remedies, which 
could materially and adversely affect our business, results of operations, and financial condition.

27 
We rely upon free trials of our products and other inbound lead-generation strategies to drive our sales and 
revenue. If these strategies fail to continue to generate sales opportunities or trial users do not convert into 
paying customers, our business and results of operations would be harmed. 
We rely upon our marketing strategy of offering a 14-day free trial and “freemium” plan, a free version of 
PagerDuty, for less than five users and an open source version of Rundeck Automation as well as other inbound, 
lead-generation strategies to generate new sales opportunities. Most of our customers start with the free version of 
our products. These strategies may not be successful in continuing to generate sufficient sales opportunities 
necessary to increase our revenue. A subset of users never convert from the trial version of a product to a paid 
version of such product. Further, we often depend on individuals within an organization who initiate the trial 
versions of our products being able to convince decision makers within their organization to convert to a paid 
version. Many organizations have complex and multi-layered purchasing requirements. To the extent that these users 
do not become, or are unable to convince others to become, paying customers, we will not realize the intended 
benefits of this marketing strategy, and our ability to grow our revenue will be adversely affected. 
Interruptions or delays in performance of our service could result in customer dissatisfaction, damage to our 
reputation, loss of customers, limited growth, and reduction in revenue. 
We currently serve our customers using third-party cloud providers, including those operated by AWS. Our 
customers need to be able to access our platforms at any time, without interruption or degradation of performance. 
In some cases, third-party cloud providers run their own platforms that we access, and we are, therefore, vulnerable 
to their service interruptions. We therefore depend on our third-party cloud providers’ ability to protect their data 
centers against damage or interruption from natural disasters, power or telecommunications failures, criminal acts, 
and similar events. In the event that our data center arrangements are terminated, or if there are any lapses of service 
or damage to a data center, we could experience lengthy interruptions in our service as well as delays and additional 
expenses in arranging new facilities and services. Even with current and planned disaster recovery arrangements, 
including the existence of redundant data centers that become active during certain lapses of service or damage at a 
primary data center, our reputation and business could be harmed. 
Design and mechanical errors, spikes in usage volume, and failure to follow system protocols and procedures 
could cause our IT systems and infrastructure to fail, resulting in interruptions in our digital operations platform. We 
have from time to time in the past experienced service disruptions, and we cannot assure you that we will not 
experience interruptions or delays in our service in the future. Any interruptions or delays in our service, whether 
caused by our products, third-parties, natural disasters, the effect of climate change (such as drought, flooding, 
wildfires, increased storm severity, and sea level rise), security breaches, or otherwise, could harm our relationships 
with customers and cause our revenue to decrease or our expenses to increase. Also, in the event of damage or 
interruption, our insurance policies may not adequately compensate us for any losses that we may incur. These 
factors in turn could further reduce our revenue, subject us to liability, and cause us to issue credits or cause 
customers to fail to renew their subscriptions, any of which could adversely affect our business. 
If we do not or cannot maintain the compatibility of our platform with third-party applications that our customers 
use in their businesses, or with those of our partners, our revenue and growth prospects will decline. 
The functionality and popularity of our platform depend, in part, on our ability to integrate our platform with 
third-party applications, tools, and software. These third-parties may change the features of their technologies, 
restrict our access to their applications, tools or other software or alter the terms governing their use in a manner that 
is adverse to our business and our ability to market and sell our digital operations platform. Such third parties could 
also develop features and functionality that limit or prevent our ability to use these third-party technologies in 
conjunction with our platform, which would negatively affect adoption of our platform and harm our business. If we 
fail to integrate our platform with third-party applications, tools, or other software that our customers use, use 
publicly available APIs for our integrations, or expose APIs for our customers to use, we may not be able to offer the 
functionality that our customers require, which would negatively affect our results of operations and growth 
prospects.

28 
Further, we are subject to requirements imposed by mobile application stores such as those operated by Apple 
and Google, who may change their technical requirements or policies in a manner that adversely impacts the way in 
which we or our partners collect, use and share data from users. Similarly, new technical requirements and policies 
that our partners put in place or are subject to could impact our ability to operate as expected in certain jurisdictions. 
If we do not comply with these requirements, we could lose access to the application store and users, and our 
business would be harmed. 
The success of our business depends on our customers’ continued and unimpeded internet access. 
Our customers must have internet access in order to use our platform. Some internet service providers may 
take measures that affect their customers’ ability to use our platform, such as degrading the quality of the data 
packets we transmit over their lines, giving those packets lower priority, giving other packets higher priority than 
ours, blocking our packets entirely, or attempting to charge their customers more for using our platform. 
In January 2018, the Federal Communications Commission, or the FCC, repealed the “network neutrality” 
rules adopted during the Obama Administration, which barred internet service providers from blocking or slowing 
down access to online content, protecting services like ours from such interference. The 2018 decision was largely 
affirmed by the U.S. Court of Appeals for the District of Columbia Circuit, subject to a remand to consider several 
issues raised by parties that supported network neutrality, and in November 2020 the FCC affirmed its decision to 
repeal the rules. Petitions for reconsideration of this decision are pending. President Biden supported restoration of 
the network neutrality rules during his Presidential campaign, and such action is supported by the current 
Democratic FCC commissioners. In addition, a number of states have adopted or are adopting or considering 
legislation or executive actions that would regulate the conduct of broadband providers. A federal court judge denied 
a request for injunction against California’s state-specific network neutrality law, and as a result, California began 
enforcing that law. Trade associations representing internet service providers appealed the district court’s ruling 
denying the preliminary injunction, and the appeal was denied on January 28, 2022.  This decision could be 
appealed to the full court of appeals or the Supreme Court, or the parties could return to the trial court for further 
proceedings to determine whether a permanent injunction should be granted. We cannot predict whether the FCC 
order or other state initiatives will be enforced, modified, overturned, or vacated by legal action of the court, federal 
legislation, or the FCC.   
To the extent internet service providers, absent network neutrality rules, attempt to interfere with our services, 
extract fees from us to make our platform available, or otherwise engage in discriminatory practices, our business 
could be adversely impacted. Within such a regulatory environment, we could experience discriminatory or anti-
competitive practices that could impede our domestic and international growth, cause us to incur additional expense, 
or otherwise negatively affect our business. At the same time, re-adoption of network neutrality rules could affect 
the services used by us and our customers by restricting the offerings made by internet service providers or reducing 
their incentives to invest in their networks. Such actions could limit or reduce the quality of internet access services 
and have an adverse impact on the quality of the services we provide to our customers. 
We provide service-level commitments under our cloud-hosted subscription agreements. If we fail to meet these 
contractual commitments, we could be obligated to provide credits for future service or face subscription 
termination with refunds of prepaid amounts, which would lower our revenue and harm our business, results of 
operations, and financial condition. 
All of our cloud-hosted subscription agreements contain service-level commitments. If we are unable to meet 
the stated service-level commitments, including failure to meet the uptime and delivery requirements under our 
customer subscription agreements, we may be contractually obligated to provide these customers with service 
credits which could significantly affect our revenue in the periods in which the uptime or delivery failure occurs and 
the credits are applied. We could also face subscription terminations, which could significantly affect both our 
current and future revenue. Any service-level failures could also damage our reputation, which could also adversely 
affect our business and results of operations.

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If we fail to offer high-quality support, our business and reputation could suffer. 
Our customers rely on our customer support personnel to resolve issues and realize the full benefits that our 
platform provides. High-quality support is also important for the renewal and expansion of our subscriptions with 
existing customers. The importance of our support function will increase as we expand our business and pursue new 
customers. If we do not help our customers quickly resolve issues and provide effective ongoing support, our ability 
to maintain and expand our subscriptions to existing and new customers could suffer, and our reputation with 
existing or potential customers would be harmed. 
We may not be able to scale our business quickly enough to meet our customers’ growing needs, and if we are not 
able to grow efficiently, our operating results could be harmed. 
As usage of our digital operations platform grows and as the breadth of the use cases for our products 
expands, we will need to devote additional resources to improving and maintaining our infrastructure and integrating 
with third-party applications. In addition, we will need to appropriately scale our internal business systems and our 
services organization, including customer support and professional services, to serve our growing customer base. 
Any failure of or delay in these efforts could result in impaired system performance and reduced customer 
satisfaction, resulting in decreased sales to new customers, lower subscription renewal rates by existing customers, 
the issuance of service credits, or requested refunds, which would hurt our revenue growth and our reputation. Even 
if we are successful in these efforts, they will be expensive and complex, and require the dedication of significant 
management time and attention. We could also face inefficiencies or service disruptions as a result of our efforts to 
scale our internal infrastructure. We cannot be sure that the expansion and improvements to our internal 
infrastructure will be effectively implemented on a timely basis, if at all, and such failures would adversely affect 
our business, results of operations, and financial condition. 
Our current operations are international in scope, and we plan further geographic expansion, creating a variety 
of operational challenges. 
A component of our growth strategy involves the further expansion of our operations and customer base 
internationally. In each of the fiscal years ended January 31, 2022, 2021, and 2020 customers outside of the United 
States generated 24%, 24%, and 22%, respectively, of our revenue. We currently have offices in Australia, Canada, 
the United Kingdom (U.K.), and the United States. We are continuing to adapt to and develop strategies to address 
international markets, but there is no guarantee that such efforts will have the desired effect. As of January 31, 2022, 
approximately 29% of our full-time employees were located outside of the United States. We expect that our 
international activities will continue to grow for the foreseeable future as we continue to pursue opportunities in 
existing and new international markets, which will require significant dedication of management attention and 
financial resources.  
Our current and future international business and operations involve a variety of risks, including: 
• 
changes in a specific country’s or region’s political or economic conditions; 
• 
health epidemics or pandemics, such as the COVID-19 pandemic, influenza and other highly 
communicable diseases or viruses; 
• 
continuing uncertainty regarding social, political, immigration, and tax and trade policies in the U.S. and 
abroad, including as a result of the United Kingdom's withdrawal from the European Union (“EU”); 
• 
the need to adapt and localize our products for specific countries; 
• 
greater difficulty collecting accounts receivable and longer payment cycles; 
• 
potential changes in trade relations, regulations, or laws; 
• 
unexpected changes in laws, regulatory requirements, or tax laws;

30 
• 
more stringent regulations relating to privacy and data security and the unauthorized use of, or access to, 
commercial and personal information, particularly in Europe; 
• 
differing and potentially more onerous labor regulations, especially in Europe, where labor laws are 
generally more advantageous to employees as compared to the United States, including deemed hourly 
wage and overtime regulations in these locations; 
• 
challenges inherent in efficiently managing, and the increased costs associated with, an increased number 
of employees over large geographic distances, including the need to implement appropriate systems, 
policies, benefits, and compliance programs that are specific to each jurisdiction; 
• 
difficulties in managing a business in new markets with diverse cultures, languages, customs, legal systems, 
alternative dispute systems, and regulatory systems; 
• 
increased travel, real estate, infrastructure, and legal compliance costs associated with international 
operations; 
• 
currency exchange rate fluctuations and the resulting effect on our revenue and expenses, and the cost and 
risk of entering into hedging transactions if we chose to do so in the future; 
• 
limitations on our ability to reinvest earnings from operations in one country to fund the capital needs of 
our operations in other countries; 
• 
laws and business practices favoring local competitors or general market preferences for local vendors; 
• 
limited or insufficient intellectual property protection or difficulties enforcing our intellectual property; 
• 
political instability, including military actions; 
• 
terrorist activities; 
• 
exposure to liabilities under anti-corruption and anti-money laundering laws, including the U.S. Foreign 
Corrupt Practices Act, or FCPA, U.S. bribery laws, the UK Bribery Act, and similar laws and regulations in 
other jurisdictions; and 
• 
adverse tax burdens and foreign exchange controls that could make it difficult to repatriate earnings and 
cash. 
Political actions, including trade protection and national security policies of U.S. and foreign government 
bodies, such as tariffs, import or export regulations, trade and economic sanctions, quotas or other trade barriers and 
restrictions could affect our ability to fulfill our contractual obligations and have a material adverse effect on our 
business. In addition, following Russia’s military invasion of Ukraine in February 2022, NATO deployed additional 
military forces to Eastern Europe, and the United States, European Union, and other nations announced various 
sanctions against Russia. The invasion of Ukraine and the retaliatory measures that have been taken, and could be 
taken in future, by the United States, NATO, and other countries have created global security concerns that could 
result in a regional conflict and otherwise have a lasting impact on regional and global economies, any or all of 
which could adversely affect our business. 
If any of the above risks materializes, it could harm our business and prospects. In addition, our limited 
experience in operating our business internationally increases the risk that any potential future expansion efforts that 
we may undertake will not be successful. If we invest substantial time and resources to further expand our 
international operations and are unable to do so successfully and in a timely manner, our business and operating 
results will suffer. 
Our international operations may subject us to potential adverse tax consequences. 
We are expanding our international operations to better support our growth into international markets. Our 
corporate structure and associated transfer pricing policies contemplate future growth in international markets, and

31 
consider the functions, risks, and assets of the various entities involved in intercompany transactions. The amount of 
taxes we pay in different jurisdictions may depend on the application of the tax laws of the various jurisdictions, 
including the United States, to our international business activities, changes in tax rates, new or revised tax laws or 
interpretations of existing tax laws and policies, and our ability to operate our business in a manner consistent with 
our corporate structure and intercompany arrangements. The taxing authorities of the jurisdictions in which we 
operate may challenge our methodologies for pricing intercompany transactions pursuant to our intercompany 
arrangements or disagree with our determinations as to the income and expenses attributable to specific 
jurisdictions. If such a challenge or disagreement were to occur, and our position was not sustained, we could be 
required to pay additional taxes, interest, and penalties, which could result in one-time tax charges, higher effective 
tax rates, reduced cash flows and lower overall profitability of our operations. Our financial statements could fail to 
reflect adequate reserves to cover such a contingency. 
We are exposed to fluctuations in currency exchange rates, which could negatively affect our operating results. 
Our sales contracts are primarily denominated in U.S. dollars, and therefore, substantially all of our revenue is 
not subject to foreign currency risk. However, a strengthening of the U.S. dollar could increase the real cost of our 
platform to our customers outside of the United States, which could adversely affect our operating results. In 
addition, an increasing portion of our operating expenses are incurred and an increasing portion of our assets are 
held outside the United States. These operating expenses and assets are denominated in foreign currencies and are 
subject to fluctuations due to changes in foreign currency exchange rates. If we are not able to successfully hedge 
against the risks associated with currency fluctuations, our operating results could be adversely affected. 
Our ability to use our net operating losses to offset future taxable income may be subject to certain limitations. 
As of January 31, 2022, we had federal net operating loss (“NOL”) carryforwards in the amount of $396.8 
million. Beginning in 2030, $56.3 million of the federal NOLs will begin to expire. The remaining $340.5 million 
will carry forward indefinitely. As of January 31, 2022, we had state and foreign net operating loss carryforwards in 
the amount of $21.2 million, and $1.9 million, respectively, which begin to expire in 2030. In general, under 
Section 382 of the United States Internal Revenue Code of 1986, as amended, or the Code, a corporation that 
undergoes an “ownership change” is subject to limitations on its ability to utilize its pre-change NOLs to offset 
future taxable income. If we undergo an ownership change, our ability to utilize NOLs could be limited by 
Section 382 of the Code. Future changes in our stock ownership, many of which are outside of our control, could 
result in an ownership change under Section 382 of the Code. Furthermore, our ability to utilize NOLs of companies 
that we have acquired or may acquire in the future may be subject to limitations. Under current U.S. tax law, federal 
NOL carryforwards generated in tax years ending on or prior to December 31, 2017 are only permitted to be carried 
forward for 20 years. Federal NOL carryforwards generated in tax years beginning after December 31, 2017, may be 
carried forward indefinitely, but the deductibility of such federal NOLs is limited to 80% of taxable income. It is 
uncertain if and to what extent various states have imposed or will impose similar limitations on the use of NOLs. 
For these reasons, we may not be able to utilize a material portion of the NOLs prior to expiration, even if we were 
to achieve profitability, which may adversely affect our results of operations. 
Changes in our effective tax rate or tax liability may have an adverse effect on our results of operations. 
Our effective tax rate could increase due to several factors, including: 
• 
changes in the relative amounts of income before taxes in the various jurisdictions in which we operate that 
have differing statutory tax rates; 
• 
changes in tax laws, tax treaties, and regulations or the interpretation of them; 
• 
changes to our assessment about our ability to realize our deferred tax assets that are based on estimates of 
our future results, the prudence and feasibility of possible tax planning strategies, and the economic and 
political environments in which we do business; 
• 
the outcome of current and future tax audits, examinations, or administrative appeals; and

32 
• 
limitations or adverse findings regarding our ability to do business in some jurisdictions. 
Any of these developments could adversely affect our results of operations.  
Our reported financial results may be adversely affected by changes in accounting principles generally accepted 
in the United States. 
U.S. generally accepted accounting principles (“U.S. GAAP”), is subject to interpretation by the Financial 
Accounting Standards Board (“FASB”), the SEC and various bodies formed to promulgate and interpret appropriate 
accounting principles. A change in these principles or interpretations could have a significant effect on our reported 
results of operations and financial condition and could affect the reporting of transactions already completed before 
the announcement of a change. 
If our estimates or judgments relating to our critical accounting policies prove to be incorrect, our results of 
operations could be adversely affected. 
The preparation of financial statements in conformity with U.S. GAAP requires management to make 
estimates and assumptions that affect the amounts reported in the consolidated financial statements and 
accompanying notes. We base our estimates on historical experience and on various other assumptions that we 
believe to be reasonable under the circumstances, as provided in the section titled “Management’s Discussion and 
Analysis of Financial Condition and Results of Operations—Critical Accounting Policies and Estimates.” The 
results of these estimates form the basis for making judgments about the carrying values of assets, liabilities, and 
equity, and the amount of revenue and expenses that are not readily apparent from other sources. Significant 
estimates and judgments involve stock-based compensation expense, the fair value of the employee stock purchase 
plan (the “ESPP”) expense, period of benefit for amortizing deferred contract costs, the determination of the 
allowance for credit losses, and the provision for income taxes, including related valuation allowance and uncertain 
tax positions, among others. Our results of operations may be adversely affected if our assumptions change or if 
actual circumstances differ from those in our assumptions, which could cause our results of operations to fall below 
the expectations of securities analysts and investors, resulting in a decline in the trading price of our common stock. 
We may not be able to successfully manage the growth of our business if we are unable to improve our internal 
systems, processes, and controls. 
We need to continue to improve our internal systems, processes, and controls to effectively manage our 
operations and growth. We may not be able to successfully implement and scale improvements to our systems and 
processes in a timely or efficient manner or in a manner that does not negatively affect our operating results. In 
addition, our systems and processes may not prevent or detect all errors, omissions, or fraud. We may experience 
difficulties in managing improvements to our systems, processes, and controls in connection with the 
implementation of third-party software or otherwise, which could impair our ability to provide products to our 
customers in a timely manner, limit us to smaller deployments of our products, increase our technical support costs 
or cause us to be unable to timely and accurately report our financial results in accordance with the rules and 
regulations of the SEC. In addition, we may experience material weaknesses or significant deficiencies in our 
internal control over financial reporting in the future. Our independent registered public accounting firm is required 
to attest to the effectiveness of our internal control over financial reporting and may, during the evaluation and 
testing process of our internal controls, identify one or more material weaknesses in our internal control over 
financial reporting.  
In addition, we rely on hardware and infrastructure purchased or leased from third parties and software 
licensed from third parties to operate critical business functions. Our business would be disrupted if any of this third-
party hardware, software, and infrastructure becomes unavailable on commercially reasonable terms, or at all. 
Furthermore, any errors or defects in third-party hardware, software, or infrastructure, or delays or complications 
with respect to the transition of critical business functions from one third-party product to another, could result in 
errors or a failure of our platform, which could harm our business and results of operations.

33 
Our management team has limited experience managing a public company. 
Our management team has limited experience managing a publicly traded company, interacting with public 
company investors and securities analysts, and complying with the increasingly complex laws pertaining to public 
companies. These obligations and constituents require significant attention from our management team and could 
divert their attention away from the day-to-day management of our business, which could harm our business, results 
of operations, and financial condition. 
We could incur substantial costs in protecting or defending our proprietary rights, and any failure to adequately 
protect such rights could impair our competitive position and result in the loss of valuable intellectual property 
rights, reduced revenue and costly litigation. 
Our success is dependent, in part, upon protecting our proprietary technology. We rely on a combination of 
patents, copyrights, trademarks, service marks, trade secret laws, and contractual provisions in an effort to establish 
and protect our proprietary rights. However, the steps we take to protect our intellectual property may be inadequate. 
While we have been issued patents in the United States and have additional patent applications pending, we may be 
unable to obtain patent protection for the technology covered in our patent applications. In addition, any patents that 
are issued may not provide us with competitive advantages or may be successfully challenged by third parties. Any 
of our patents, trademarks, or other intellectual property rights may be challenged or circumvented by others or 
invalidated through administrative process or litigation. There can be no assurance that others will not independently 
develop similar products, duplicate any of our products, design around our patents, or register our trademarks. 
Furthermore, legal standards relating to the validity, enforceability, and scope of protection of intellectual property 
rights are uncertain. Despite our precautions, it may be possible for unauthorized third parties to copy our products 
and use information that we regard as proprietary to create products and services that compete with ours. Some 
license provisions protecting against unauthorized use, copying, transfer, and disclosure of our products may be 
unenforceable under the laws of jurisdictions outside the United States. In addition, certain countries into which we 
might expand our business might require us, as examples, to do business through an entity that is partially owned by 
a local investor, to make available our technologies to state regulators, or to grant license rights to local partners in a 
manner not required by the jurisdictions in which we currently operate. As we expand our international activities, 
our exposure to reverse engineering of our technologies and unauthorized copying and use of our products and 
proprietary information, as well as unauthorized use of our trademarks, may increase. 
We enter into confidentiality and invention assignment agreements with our employees and consultants and 
enter into confidentiality agreements with the parties with whom we have strategic relationships and business 
alliances. No assurance can be given that these agreements will be effective in controlling access to and distribution 
of our products and proprietary information or in avoiding misuse of proprietary information or intellectual property. 
Further, these agreements do not prevent our competitors or partners from independently developing technologies 
that are substantially equivalent or superior to our platform. 
In order to protect our intellectual property rights, we may be required to spend significant resources to 
monitor and protect these rights. Litigation may be necessary in the future to enforce our intellectual property rights 
and to protect our trade secrets. Litigation brought to protect and enforce our intellectual property rights could be 
costly, time consuming, and distracting to management and could result in the impairment or loss of portions of our 
intellectual property. Furthermore, our efforts to enforce our intellectual property rights may be met with defenses, 
counterclaims, and countersuits attacking the validity and enforceability of our intellectual property rights. Our 
inability to protect our proprietary technology against unauthorized copying or use, as well as any costly litigation or 
diversion of our management’s attention and resources, could impair or delay additional sales, renewals or customer 
adoption of our platform, impair the functionality of our platform, delay introductions of new products, result in our 
substituting inferior or more costly technologies into our platform, or injure our reputation. We will not be able to 
protect our intellectual property if we are unable to enforce our rights or if we do not detect unauthorized use of our 
intellectual property. Moreover, policing unauthorized use of our technologies, trade secrets, and intellectual 
property may be difficult, expensive, and time-consuming, particularly in foreign countries where the laws may not 
be as protective of intellectual property rights as those in the United States and where mechanisms for enforcement 
of intellectual property rights may be weak. If we fail to meaningfully protect our intellectual property and 
proprietary rights, our business, operating results, and financial condition could be adversely affected.

34 
Any future litigation against us could be costly and time-consuming to defend. 
We have in the past and may in the future become subject to legal proceedings and claims that arise in the 
ordinary course of business, such as claims brought by our customers in connection with commercial disputes or 
employment claims made by our current or former employees. Litigation might result in substantial costs and may 
divert management’s attention and resources, which might seriously harm our business, overall financial condition, 
and operating results. Insurance might not cover such claims, might not provide sufficient payments to cover all the 
costs to resolve one or more such claims, and might not continue to be available on terms acceptable to us. A claim 
brought against us that is uninsured or underinsured could result in unanticipated costs, thereby reducing our 
operating results and leading analysts or potential investors to reduce their expectations of our performance, which 
could reduce the trading price of our stock. 
We have in the past, and may in the future be, subject to intellectual property disputes, which are costly and may 
subject us to significant liability and increased costs of doing business.  
We have in the past and may in the future become subject to intellectual property disputes. Lawsuits are time-
consuming and expensive to resolve and they divert management’s time and attention. Although we carry general 
liability insurance, our insurance may not cover potential claims of this type or may not be adequate to indemnify us 
for all liability that may be imposed. We cannot predict the outcome of lawsuits and cannot assure you that the 
results of any such actions will not have an adverse effect on our business, operating results, or financial condition.  
Our industry is characterized by the existence of a large number of patents, copyrights, trademarks, trade 
secrets, and other intellectual and proprietary rights. From time to time, we may be required to defend against 
litigation claims based on allegations of infringement or other violations of intellectual property rights. Our 
technologies may not be able to withstand any third-party claims against their use. In addition, many companies 
have the capability to dedicate substantially greater resources than we do to enforce their intellectual property rights 
and to defend claims that may be brought against them. Any litigation may also involve patent holding companies or 
other adverse patent owners that have no relevant product revenue, and therefore, our patents may provide little or 
no deterrence as we would not be able to assert them against such entities or individuals. If a third party is able to 
obtain an injunction preventing us from accessing third-party intellectual property rights, or if we cannot license or 
develop alternative technology for any infringing aspect of our business, we would be forced to limit or stop sales of 
our software or cease business activities related to such intellectual property. Any inability to license third-party 
technology in the future would have an adverse effect on our business or operating results and would adversely 
affect our ability to compete. We may also be contractually obligated to indemnify our customers in the event of 
infringement of a third party’s intellectual property rights. Responding to such claims, regardless of their merit, can 
be time consuming, costly to defend, and damaging to our reputation and brand. 
We use open source software in our products, which could subject us to litigation or other actions. 
We use open source software in our products. From time to time, there have been claims challenging the 
ownership of open source software against companies that incorporate it into their products. As a result, we could be 
subject to lawsuits by parties claiming ownership of what we believe to be open source software. Litigation could be 
costly for us to defend, have a negative effect on our operating results and financial condition, or require us to 
devote additional research and development resources to change our products. In addition, although we employ open 
source software license screening measures, if we were to combine our proprietary software products with open 
source software in a certain manner we could, under certain open source licenses, be required to release the source 
code of our proprietary software products. If we inappropriately use or incorporate open source software subject to 
certain types of open source licenses that challenge the proprietary nature of our products, we may be required to re-
engineer such products, discontinue the sale of such products or take other remedial actions, each of which could 
reduce the value of our platform and technologies and materially and adversely affect our ability to sustain and grow 
our business.

35 
Indemnity provisions in various agreements potentially expose us to substantial liability for intellectual property 
infringement, data protection, and other losses. 
Our agreements with customers and other third parties may include indemnification provisions under which 
we agree to indemnify them for losses suffered or incurred as a result of claims of intellectual property infringement, 
inadequate data protection, damages caused by us to property or persons, or other liabilities relating to or arising 
from our platform or other contractual obligations. Some of these indemnity agreements provide for uncapped 
liability and some indemnity provisions survive termination or expiration of the applicable agreement. Large 
indemnity payments could harm our business, results of operations, and financial condition. Although we normally 
contractually limit our liability with respect to such obligations, we may still incur substantial liability, and we may 
be required to cease use of certain functions of our platform or products as a result of any such claims. Any dispute 
with a customer with respect to such obligations could have adverse effects on our relationship with that customer 
and other existing or new customers, harming our business and results of operations. In addition, although we carry 
general liability insurance, our insurance may not be adequate to cover our indemnification obligations or to 
indemnify us for all liability that may be imposed or otherwise protect us from liabilities or damages with respect to 
claims alleging compromises of customer data, and any such coverage may not continue to be available to us on 
acceptable terms or at all. 
We are subject to anti-corruption, anti-bribery, anti-money laundering, and similar laws, and non-
compliance with such laws can subject us to criminal or civil liability and harm our business. 
We are subject to the FCPA, U.S. domestic bribery laws, the UK Bribery Act, and other anti-corruption and 
anti-money laundering laws in the countries in which we conduct activities. Anti-corruption and anti-bribery laws 
have been enforced aggressively in recent years and are interpreted broadly to generally prohibit companies, their 
employees and their third-party intermediaries from authorizing, offering, or providing, directly or indirectly, 
improper payments or benefits to recipients in the public or private sector. As we increase our international sales and 
business and sales to the public sector, we may engage with business partners and third-party intermediaries to 
market our services and to obtain necessary permits, licenses, and other regulatory approvals. In addition, we or our 
third-party intermediaries may have direct or indirect interactions with officials and employees of government 
agencies or state-owned or affiliated entities. We can be held liable for the corrupt or other illegal activities of these 
third-party intermediaries, our employees, representatives, contractors, partners, and agents, even if we do not 
explicitly authorize such activities. 
While we have policies and procedures to address compliance with such laws, we cannot assure you that all 
of our employees and agents will not take actions in violation of our policies and applicable law, for which we may 
be ultimately held responsible. As we increase our international sales and business, our risks under these laws may 
increase. 
Detecting, investigating, and resolving actual or alleged violations of anti-corruption laws can require a 
significant diversion of time, resources, and attention from senior management. In addition, noncompliance with 
anti-corruption, anti-bribery, or anti-money laundering laws could subject us to whistleblower complaints, 
investigations, sanctions, settlements, prosecution, enforcement actions, fines, damages, other civil or criminal 
penalties or injunctions, suspension or debarment from contracting with certain persons, reputational harm, adverse 
media coverage, and other collateral consequences. If any subpoenas or investigations are launched, or 
governmental or other sanctions are imposed, or if we do not prevail in any possible civil or criminal proceeding, 
our business, results of operations, and financial condition could be materially harmed. In addition, responding to 
any action will likely result in a materially significant diversion of management’s attention and resources and 
significant defense costs and other professional fees.

36 
We are subject to evolving and increasingly stringent laws, regulations, contractual obligations, and other legal 
obligations, particularly those related to privacy, data protection, and information security, and our actual or 
perceived failure to comply with such obligations could harm our business, subject us to litigation, fines, 
penalties, or adverse publicity and reputational damage, or otherwise adversely affect the value of our business 
and decrease the price of our common stock. Compliance with such laws could also result in additional costs and 
liabilities to us or inhibit sales of our solutions. 
We and our customers are subject to numerous domestic and foreign laws and regulations relating to privacy, 
data protection, and information security that govern the collection, use, storage, disclosure, and processing of 
personal information, including health and financial information, and other information. These laws and regulations 
are evolving, are subject to significant change, and may result in increasing our exposure to regulatory and public 
scrutiny, regulatory enforcement actions, litigation, penalties, and sanctions. 
Further, privacy, data protection, and information security laws and regulations may be modified or subject to 
new or different interpretations, and new laws and regulations may be enacted in the future.  
An increasing number of foreign laws and regulations apply to privacy, data protection, and information 
security. For example, the EU GDPR, the U.K. GDPR, Brazil’s General Data Protection Law (Lei Geral de Proteção 
de Dados Pessoais or “LGPD”) (Law No. 13,709/2018), Canada’s Personal Information Protection and Electronic 
Documents Act (“PIPEDA”) and Canada’s Anti-Spam Legislation (“CASL”), and China’s Personal Information 
Protection Law (“PIPL”) impose strict requirements for processing the personal information of individuals.  
European legislative proposals and existing laws and regulations apply to cookies and similar tracking technologies, 
electronic communications, and marketing.  In the EU and the UK, regulators are increasingly focusing on 
compliance with requirements related to the online behavioral advertising ecosystem.  It is anticipated that the 
ePrivacy Regulation and national implementing laws will replace the current national laws that implement the 
ePrivacy Directive that governs electronic communications.  Compliance with these laws may require us to make 
significant operational changes, limit the effectiveness of our marketing activities, divert the attention of our 
technology personnel, adversely affect our margins, and subject us to liabilities. Furthermore, there is a proposed 
regulation in the EU related to artificial intelligence (“AI”) that, if adopted, could impose onerous obligations related 
to the use of AI-related systems that may require us to change our business practices. Under the EU GDPR and U.K. 
GDPR, government regulators may impose restrictions or injunctions on data processing, and fines of up to 20 
million euros (£17.5 million for the U.K. GDPR) or 4% of annual global revenue, whichever is greater.  Further, 
individuals may initiate litigation related to our processing of their personal data. 
Certain jurisdictions have enacted data localization laws and cross-border personal information transfer laws, 
which could make it more difficult to transfer information across jurisdictions (such as transferring or receiving 
personal information that originates in the EU). Existing mechanisms that may facilitate cross-border personal 
information transfers may change or be invalidated. For example, absent appropriate safeguards or other 
circumstances, the EU GDPR generally restricts the transfer of personal information to countries outside of the 
European Economic Area (“EEA”), such as the United States, which the European Commission does not consider as 
providing an adequate level of protection of personal information. The European Commission recently released a set 
of Standard Contractual Clauses (“SCCs”) that are designed to be a mechanism by which entities can transfer 
personal information out of the EEA. Currently, the SCCs are a valid mechanism to transfer personal information, 
but impose obligations onto parties relying on them such as to conduct transfer impact assessments to determine 
whether additional security measures are necessary to protect the transferred personal information. Moreover, due to 
potential legal challenges, uncertainty exists regarding whether the SCCs will remain a valid mechanism for 
transfers of personal information out of the EEA. In addition, laws in Switzerland and the UK similarly restrict 
transfers of personal information outside of those jurisdictions. If we are unable to implement a valid mechanism for 
personal information transfers to the United States or other countries, we will face increased exposure to regulatory 
actions, substantial fines, and injunctions against processing or transferring personal information from Europe and 
other countries, and we may be required to increase our data processing capabilities in Europe and other countries at 
significant expense. Inability to transfer personal information from Europe or other countries may decrease demand 
for our products and services if affected customers seek alternatives that do not involve such transfers.

37 
Additionally, other countries outside of Europe have enacted or are considering enacting similar cross-border 
data transfer restrictions and laws requiring local data residency and restricting cross-border data transfer, which 
could increase the cost and complexity of delivering our services and operating our business. For example, Brazil’s  
LGPD and China’s PIPL broadly regulates the processing of personal information and impose compliance 
obligations and penalties comparable to those of the EU GDPR.  
Domestically, states have also begun to introduce more comprehensive privacy legislation. For example, the 
California Consumer Privacy Act of 2018 (“CCPA”) affords consumers expanded privacy protections. The CCPA 
gives California residents, among other things, expanded rights to access and require deletion of their personal 
information, opt out of certain personal information sharing, and receive detailed information about how their 
personal information is used. The CCPA also provides for civil penalties for violations, as well as a private right of 
action for data breaches that may increase data breach litigation. The CCPA will be expanded substantially on 
January 1, 2023, when the California Privacy Rights Act of 2020 (“CPRA”) becomes fully operative. The CPRA, 
among other things, establishes a new California Protection Agency to implement and enforce the CPRA, which is 
expected to increase the risk of enforcement actions. 
The CCPA marks a trend toward more stringent privacy, data protection, and information security legislation 
in the United States. The CCPA has prompted proposals for new federal and state privacy legislation that, if passed, 
could increase our potential liability, increase our compliance costs and adversely affect our business. For example, 
recently Virginia passed the Consumer Data Protection Act and Colorado passed the Colorado Privacy Act, both of 
which differ from the CPRA and become effective in 2023.  If we become subject to new privacy, data protection, 
and information security laws at the state level, the risk of enforcement action against us could increase because we 
may become subject to additional obligations, and the number of individuals or entities that can initiate actions 
against us may increase (including individuals and state actors). Additionally, several states and localities have 
enacted measures related to the use of AI and machine learning in products and services.  
The scope and interpretation of the laws and regulations that are or may be applicable to us are often 
uncertain and may be conflicting, particularly laws outside the United States, as a result of the rapidly evolving 
regulatory framework for privacy issues worldwide. For example, laws relating to the liability of providers of online 
services for activities of their users and other third parties are currently being tested by a number of claims, 
including actions based on invasion of privacy and other torts, unfair competition, copyright and trademark 
infringement, and other theories based on the nature and content of the materials searched, the ads posted, or the 
content provided by users. As a result of the laws that are or may be applicable to us, and due to the nature of the 
information we collect, we have implemented policies and procedures to preserve and protect our data and our 
customers’ data against loss, misuse, corruption, misappropriation caused by systems failures, unauthorized access, 
or misuse. If our policies, procedures, or measures relating to privacy, data protection, information security, 
marketing, or customer communications fail to comply with applicable laws, regulations, policies, legal obligations, 
or industry standards, we may be subject to governmental enforcement actions, litigation, regulatory investigations, 
fines, penalties, and negative publicity, which could cause our application providers, customers and partners to lose 
trust in us, and have an adverse effect on our business, operating results, and financial condition. 
In addition to our legal obligations, our contractual obligations relating to privacy, data protection, and 
information security have become increasingly stringent due to changes in privacy, data protection and data security 
and the expansion of our service offerings. Certain privacy, data protection and data security laws, such as the EU 
GDPR, the U.K. GDPR and the CCPA, require our customers to impose specific contractual restrictions on their 
service providers. 
Further, privacy advocates and industry groups may propose new and different self-regulatory standards that 
may apply to us. Because the interpretation and application of privacy, data protection, and information security 
laws, regulations, rules, and other standards are still uncertain, it is possible that these laws, rules, regulations, and 
other actual or alleged legal obligations, such as contractual or self-regulatory obligations, may be interpreted and 
applied in a manner that is inconsistent with our existing data management practices or the functionality of our 
platform. If so, in addition to the possibility of fines, lawsuits and other claims, we could be required to 
fundamentally change our business activities and practices or modify our products and services, which could have 
an adverse effect on our business.

38 
Any failure or perceived failure by us to comply with laws, regulations, policies, legal, or contractual 
obligations, industry standards, or regulatory guidance relating to privacy, data protection, or information security 
may result in governmental investigations and enforcement actions (including, for example, restrictions or 
prohibitions on data processing imposed by EU data protection supervisory authorities), litigation, fines and 
penalties, or adverse publicity, and could cause our customers and partners to lose trust in us, which could have an 
adverse effect on our reputation and business. We may be forced to implement new measures to reduce our exposure 
to this liability. This may require us to expend substantial resources or to discontinue certain products, which would 
negatively affect our business, financial condition, and results of operations. We may also be contractually obligated 
to indemnify our customers in the event of our breach of privacy, data protection, and information security laws. In 
addition, the increased attention focused upon liability issues as a result of lawsuits and legislative proposals could 
harm our reputation or otherwise adversely affect the growth of our business. Furthermore, any costs incurred as a 
result of this potential liability could harm our operating results. 
Future laws, regulations, standards, and other obligations or any changed interpretation of existing laws or 
regulations could impair our ability to develop and market new functionality and maintain and grow our customer 
base and increase revenue. Future restrictions on the collection, use, sharing, or disclosure of data or additional 
requirements for express or implied consent of our customers, partners, or end consumers for the use and disclosure 
of such information could require us to incur additional costs or modify our platform, possibly in a material manner, 
and could limit our ability to develop new functionality. 
Failure to comply with governmental laws and regulations could harm our business. 
Our business is subject to regulation by various federal, state, local, and foreign governments. For example, 
the Telephone Consumer Protection Act of 1991 restricts telemarketing and the use of automatic text messages 
without proper consent. The scope and interpretation of the laws that are or may be applicable to the delivery of text 
messages and other communications are continuously evolving and developing. If we do not comply with these laws 
or regulations or if we become liable under these laws or regulations due to the failure of our customers to comply 
with these laws by obtaining proper consent, we could face direct liability. In certain jurisdictions, these regulatory 
requirements may be more stringent than those in the United States. Noncompliance with applicable regulations or 
requirements could subject us to investigations, sanctions, enforcement actions, disgorgement of profits, fines, 
damages, civil and criminal penalties, injunctions, or other collateral consequences. If any governmental sanctions 
are imposed, or if we do not prevail in any possible civil or criminal litigation, our business, results of operations, 
and financial condition could be materially adversely affected. In addition, responding to any action will likely result 
in a significant diversion of management’s attention and resources and an increase in professional fees. Enforcement 
actions and sanctions could harm our business, reputation, results of operations, and financial condition. 
Increased government scrutiny of the technology industry could negatively affect our business. 
The technology industry is subject to intense media, political and regulatory scrutiny, which exposes us to 
government investigations, legal actions, and penalties. Various regulatory agencies, including competition, 
consumer protection, and privacy authorities, have active proceedings and investigations concerning multiple 
technology companies. Although we are not currently subject to any such investigations, if investigations targeted at 
other companies result in determinations that practices we follow are unlawful, including practices related to use of 
machine- and customer-generated data or AI, we could be required to change our products and services or alter our 
business operations, which could harm our business. Legislators and regulators also have proposed new laws and 
regulations intended to restrain the activities of technology companies. If such laws or regulations are enacted, they 
could have impacts on us, even if they are not intended to affect our company. In addition, the introduction of new 
products, expansion of our activities in certain jurisdictions, or other actions that we may take may subject us to 
additional laws, regulations, or other government scrutiny. The increased scrutiny of certain acquisitions in the 
technology industry also could affect our ability to enter into strategic transactions or to acquire other businesses. 
Compliance with new or modified laws and regulations could increase our cost of conducting the business, limit the 
opportunities to increase our revenues, or prevent us from offering products or services.  
We also could be harmed by government investigations, litigation, or changes in laws and regulations directed 
at our business partners, or suppliers in the technology industry that have the effect of limiting our ability to do

39 
business with those entities or that affect the services we can obtain from them. For example, the U.S. government 
recently has taken action against companies operating in China intended to limit their ability to do business in the 
U.S. or with U.S. companies. There can be no assurance that our business will not be materially adversely affected, 
individually or in the aggregate, by the outcomes of such investigations, litigation or changes to laws and regulations 
in the future. 
Our sales to government entities and highly regulated organizations are subject to a number of challenges and 
risks. 
We sell to U.S. federal, state, and local, as well as foreign, governmental agency customers, as well as to 
customers in highly regulated industries such as financial services, pharmaceuticals, insurance, healthcare, and life 
sciences. Sales to such entities are subject to a number of challenges and risks. Selling to such entities can be highly 
competitive, expensive, and time-consuming, often requiring significant upfront time and expense without any 
assurance that these efforts will generate a sale. Government contracting requirements may change and in doing so 
restrict our ability to sell into the government sector until we have attained the revised certification. Government 
demand and payment for our offerings are affected by public sector budgetary cycles and funding authorizations, 
with funding reductions or delays adversely affecting public sector demand for our offerings. 
Further, governmental and highly regulated entities may demand contract terms that differ from our standard 
arrangements and may require expensive and time-consuming compliance efforts. Such entities may have statutory, 
contractual, or other legal rights to terminate contracts with us or our partners due to a default or for other reasons. 
Any such termination may adversely affect our reputation, business, results of operations, and financial condition. 
We are subject to governmental export and import controls that could impair our ability to compete in 
international markets or subject us to liability if we violate the controls. 
Our platform is subject to U.S. export controls, including the Export Administration Regulations, and we 
incorporate encryption technology into certain of our products. These encryption products and the underlying 
technology may be exported outside of the United States only with the required export authorizations, including by 
license, a license exception, or other appropriate government authorizations, including the filing of an encryption 
classification request or self-classification report. 
Furthermore, our activities are subject to U.S. economic sanctions laws and regulations administered by the 
Office of Foreign Assets Control that prohibit the shipment of most products and services to embargoed jurisdictions 
or sanctioned parties without the required export authorizations. Obtaining the necessary export license or other 
authorization for a particular sale may be time-consuming and may result in the delay or loss of sales opportunities. 
We have had a limited export compliance program. While we have implemented additional precautions to prevent 
our products from being exported in violation of these laws, including obtaining authorizations for our encryption 
products and implementing IP address blocking and screenings against U.S. government and international lists of 
restricted and prohibited persons, we cannot guarantee that the precautions we take will prevent violations of export 
control or economic sanctions regulations. Violations of U.S. sanctions or export control regulations can result in 
significant fines or penalties and possible incarceration for responsible employees and managers. 
If our channel partners fail to obtain appropriate import, export, or re-export licenses or permits, we may also 
be adversely affected through reputational harm, as well as other negative consequences, including government 
investigations and penalties.  
Also, various countries, in addition to the United States, regulate the import and export of certain encryption 
and other technology, including import and export licensing requirements, and have enacted laws that could limit 
our ability to distribute our products or could limit our end-customers’ ability to implement our products in those 
countries. Changes in our products or future changes in export and import regulations may create delays in the 
introduction of our platform in international markets, prevent our end-customers with international operations from 
deploying our platform globally or, in some cases, prevent the export or import of our products to certain countries, 
governments, or persons altogether. From time to time, various governmental agencies have proposed additional 
regulation of encryption technology, including the escrow and government recovery of private encryption keys. Any 
change in export or import regulations, economic sanctions or related legislation, increased export and import

40 
controls, or change in the countries, governments, persons, or technologies targeted by such regulations, could result 
in decreased use of our platform by, or in our decreased ability to export or sell our products to, existing or 
potential end-customers with international operations. Any decreased use of our platform or limitation on our ability 
to export or sell our products would adversely affect our business, operating results, and growth prospects. 
Servicing our debt may require a significant amount of cash. We may not have sufficient cash flow from our 
business to pay our indebtedness, and we may not have the ability to raise the funds necessary to settle for cash 
conversions of our convertible senior notes due 2025, or Notes, or to repurchase the Notes for cash upon a 
fundamental change, which could adversely affect our business and results of operations. 
In June 2020, we completed the private offering of Notes, issuing an aggregate principal amount of $287.5 
million 1.25% convertible senior notes due 2025. The interest rate is fixed at 1.25% per annum and is payable semi-
annually in arrears on January 1 and July 1 of each year, beginning on January 1, 2021. Our ability to make 
scheduled payments of the principal of, to pay interest on, or to refinance our indebtedness, including the Notes, 
depends on our future performance, which is subject to economic, financial, competitive, and other factors beyond 
our control. Our business may not generate cash flows from operations in the future that are sufficient to service our 
debt and make necessary capital expenditures. If we are unable to generate such cash flows, we may be required to 
adopt one or more alternatives, such as selling assets, restructuring debt, or obtaining additional debt financing or 
equity capital on terms that may be onerous or highly dilutive. Our ability to refinance any future indebtedness will 
depend on the capital markets and our financial condition at such time. We may not be able to engage in any of these 
activities or engage in these activities on desirable terms, which could result in a default on our debt obligations. In 
addition, any of our future debt agreements may contain restrictive covenants that may prohibit us from adopting 
any of these alternatives. 
Holders of the Notes have the right to require us to repurchase their Notes upon the occurrence of a 
fundamental change (as defined in the indenture governing the Notes) at a repurchase price equal to 100% of the 
principal amount of the Notes to be repurchased, plus accrued and unpaid interest, if any. Upon conversion, unless 
we elect to deliver solely shares of our common stock to settle such conversion (other than paying cash in lieu of 
delivering any fractional share), we will be required to make cash payments in respect of the Notes being converted. 
We may not have enough available cash or be able to obtain financing at the time we are required to make 
repurchases in connection with such conversion and our ability to pay may additionally be limited by law, by 
regulatory authority, or by agreements governing our existing and future indebtedness. Our failure to repurchase the 
Notes at a time when the repurchase is required by the indenture governing the Notes or to pay any cash payable on 
future conversions as required by such indenture would constitute a default under such indenture. A default under 
the indenture or the fundamental change itself could also lead to a default under agreements governing our existing 
and future indebtedness. If the repayment of the related indebtedness were to be accelerated after any applicable 
notice or grace periods, we may not have sufficient funds to repay the indebtedness and repurchase the Notes or 
make cash payments upon conversions thereof. 
In addition, our indebtedness, combined with our other financial obligations and contractual commitments, 
could have other important consequences. For example, it could; 
• 
 make us more vulnerable to adverse changes in general U.S. and worldwide economic, industry, and 
competitive conditions and adverse changes in government regulation;  
• 
limit our flexibility in planning for, or reacting to, changes in our business and our industry;  
• 
place us at a disadvantage compared to our competitors who have less debt;  
• 
limit our ability to borrow additional amounts for funding acquisitions, for working capital, and for other 
general corporate purposes; and  
• 
make an acquisition of our company less attractive or more difficult.

41 
Any of these factors could harm our business, results of operations, and financial condition. In addition, if we 
incur additional indebtedness, the risks related to our business and our ability to service or repay our indebtedness 
would increase. 
The conditional conversion feature of the Notes, if triggered, may adversely affect our financial condition and 
results of operations. 
In the event the conditional conversion feature of the Notes is triggered, holders of Notes will be entitled to 
convert the Notes at any time during specified periods at their option. If one or more holders elect to convert their 
Notes, unless we elect to satisfy our conversion obligation by delivering solely shares of our common stock (other 
than paying cash in lieu of delivering any fractional share), we would be required to settle a portion or all of our 
conversion obligation through the payment of cash, which could adversely affect our liquidity. In addition, even if 
holders do not elect to convert their Notes, we could be required under applicable accounting rules to reclassify all 
or a portion of the outstanding principal of the Notes as a current rather than long-term liability, which would result 
in a material reduction of our net working capital. 
Transactions relating to our Notes may affect the value of our common stock. 
The conversion of some or all of the Notes would dilute the ownership interests of existing stockholders to 
the extent we satisfy our conversion obligation by delivering shares of our common stock upon any conversion of 
such Notes. Our Notes may become in the future convertible at the option of their holders under certain 
circumstances. If holders of our Notes elect to convert their Notes, we may settle our conversion obligation by 
delivering to them a significant number of shares of our common stock, which would cause dilution to our existing 
stockholders. 
In addition, in connection with the pricing of the Notes, we entered into the Capped Calls with certain 
financial institutions, or the Option Counterparties. The Capped Calls are expected generally to reduce the potential 
dilution to our common stock upon any conversion or settlement of the Notes and/or offset any cash payments we 
are required to make in excess of the principal amount of converted Notes, as the case may be, with such reduction 
and/or offset subject to a cap. 
In connection with establishing their initial hedges of the Capped Calls, the Option Counterparties or their 
respective affiliates entered into various derivative transactions with respect to our common stock and/or purchased 
shares of our common stock concurrently with or shortly after the pricing of the Notes. 
From time to time, the Option Counterparties or their respective affiliates may modify their hedge positions 
by entering into or unwinding various derivative transactions with respect to our common stock and/or purchasing or 
selling our common stock or other securities of ours in secondary market transactions prior to the maturity of the 
Notes (and are likely to do so following any conversion of the Notes, any repurchase of the Notes by us on any 
fundamental change repurchase date, any redemption date, or any other date on which the Notes are retired by us, in 
each case, if we exercise our option to terminate the relevant portion of the Capped Calls). This activity could cause 
a decrease and/or increased volatility in the market price of our common stock. 
We do not make any representation or prediction as to the direction or magnitude of any potential effect that 
the transactions described above may have on the price of the Notes or our common stock. In addition, we do not 
make any representation that the Option Counterparties will engage in these transactions or that these transactions, 
once commenced, will not be discontinued without notice. 
We are subject to counterparty risk with respect to the Capped Calls. 
The Option Counterparties are financial institutions, and we will be subject to the risk that any or all of them 
might default under the Capped Calls. Our exposure to the credit risk of the Option Counterparties will not be 
secured by any collateral. Past global economic conditions have resulted in the actual or perceived failure or 
financial difficulties of many financial institutions. If an Option Counterparty becomes subject to insolvency 
proceedings, we will become an unsecured creditor in those proceedings with a claim equal to our exposure at that 
time under the Capped Calls with such Option Counterparty. Our exposure will depend on many factors but,

42 
generally, an increase in our exposure will be correlated to an increase in the market price and in the volatility of our 
common stock. In addition, upon a default by an Option Counterparty, we may suffer adverse tax consequences and 
more dilution than we currently anticipate with respect to our common stock. We can provide no assurances as to the 
financial stability or viability of the Option Counterparties. 
We have acquired, and may in the future acquire, other businesses, which could require significant management 
attention, disrupt our business, or dilute stockholder value. 
As part of our business strategy, we have acquired, and may in the future acquire, other companies, employee 
teams, or technologies to complement or expand our products, obtain personnel, or otherwise grow our business. For 
example, in the third quarter of fiscal year 2021 we acquired Rundeck, a leading provider of DevOps automation for 
enterprise. The pursuit of potential acquisitions may divert the attention of management and cause us to incur 
various expenses in identifying, investigating, and pursuing suitable acquisitions, whether or not they are 
consummated. 
We have limited experience making acquisitions. We may not be able to find suitable acquisition candidates 
and we may not be able to complete acquisitions on favorable terms, if at all. If we do complete acquisitions, we 
may not ultimately strengthen our competitive position or achieve the anticipated benefits from such acquisitions, 
due to a number of factors, including:  
• 
acquisition-related costs, liabilities, or tax impacts, some of which may be unanticipated;  
• 
difficulty integrating and retaining the personnel, intellectual property, technology infrastructure, and 
operations of an acquired business;  
• 
ineffective or inadequate, controls, procedures, or policies at an acquired business, including cybersecurity 
risks and vulnerabilities;  
• 
multiple product lines or services offerings, as a result of our acquisitions, that are offered, priced, and 
supported differently;  
• 
potential unknown liabilities or risks associated with an acquired business, including those arising from 
existing contractual obligations or litigation matters;  
• 
inability to maintain relationships with key customers, suppliers, and partners of an acquired business;  
• 
lack of experience in new markets, products or technologies;  
• 
diversion of management’s attention from other business concerns; and  
• 
use of resources that are needed in other parts of our business. 
In addition, a significant portion of the purchase consideration of companies we acquire may be allocated to 
acquired goodwill. We review goodwill for impairment at least annually. In the future, if our acquisitions do not 
yield expected returns, we may be required to record impairment charges based on this assessment, which could 
adversely affect our results of operations. 
We may not be able to integrate acquired businesses successfully or effectively manage the combined 
company following an acquisition. If we fail to successfully integrate acquisitions, or the people or technologies 
associated with those acquisitions, the results of operations of the combined company could be adversely affected. 
Any integration process will require significant time, resources, and attention from management, and may disrupt 
the ordinary functioning of our business, and we may not be able to manage the process successfully, which could 
adversely affect our business, results of operations, and financial condition. 
Any acquisition we complete could be viewed negatively by users, developers, partners, or investors, and 
could have adverse effects on our existing business relationships. In addition, we may not successfully evaluate or

43 
utilize acquired technology or accurately forecast the financial impact of an acquisition transaction, including 
accounting charges. 
We may have to pay a substantial portion of our available cash, incur debt, or issue equity securities to pay for 
any such acquisitions, each of which could affect our financial condition or the value of our capital stock. The sale 
of equity to finance any such acquisitions could result in dilution to our stockholders. If we incur more debt, it 
would result in increased fixed obligations and would also subject us to covenants or other restrictions that could 
impede our ability to flexibly operate our business. 
Risks Related to Ownership of Our Common Stock 
Our stock price may be volatile, and the value of our common stock may decline. 
The market price of our common stock may be highly volatile and may fluctuate or decline substantially as a 
result of a variety of factors, some of which are beyond our control, including: 
• 
actual or anticipated fluctuations in our operating results or financial condition; 
• 
variance in our financial performance from expectations of securities analysts; 
• 
changes in the pricing of subscriptions to our platform and products; 
• 
changes in our projected operating and financial results; 
• 
changes in laws or regulations applicable to our platform and products; 
• 
announcements by us or our competitors of significant business developments, acquisitions, or new 
offerings; 
• 
our involvement in litigation; 
• 
future sales of our common stock by us or our stockholders; 
• 
changes in senior management or key personnel; 
• 
the trading volume of our common stock; 
• 
changes in the anticipated future size and growth rate of our market; and 
• 
general economic and market conditions. 
Broad market and industry fluctuations, as well as general economic, political, regulatory, and market 
conditions, including the impact of the ongoing COVID-19 pandemic, may also negatively impact the market price 
of our common stock. In the past, companies that have experienced volatility in the market price of their securities 
have been subject to securities class action litigation. We may be the target of this type of litigation in the future, 
which could result in substantial expenses and divert our management’s attention. 
Future sales of our common stock in the public market could cause the market price of our common stock to 
decline. 
Sales of a substantial number of shares of our common stock in the public market, or the perception that these 
sales might occur, could depress the market price of our common stock and could impair our ability to raise capital 
through the sale of additional equity securities. We are unable to predict the effect that such sales may have on the 
prevailing market price of our common stock. 
Under our investors’ rights agreement, certain stockholders can require us to register shares owned by them 
for public sale in the U.S. In addition, we filed a registration statement to register shares reserved for future issuance 
under our equity compensation plans. As a result, subject to the satisfaction of applicable exercise and/or vesting

44 
periods, the shares issued upon exercise of outstanding stock options or upon settlement of outstanding RSU awards 
will be available for immediate resale in the U.S. in the open market. 
Furthermore, a substantial number of shares of our common stock is reserved for issuance upon the exercise 
of the Notes. If we elect to satisfy our conversion obligation on the Notes solely in shares of our common stock upon 
conversion of the Notes, we will be required to deliver the shares of our common stock, together with cash for any 
fractional share, on the second business day following the relevant conversion date.  
We may issue our shares of common stock or securities convertible into our common stock from time to time 
in connection with financings, acquisitions, investments, or otherwise. Any such issuance could result in substantial 
dilution to our existing stockholders and cause the trading price of our common stock to decline. 
If securities or industry analysts do not publish research or publish unfavorable or inaccurate research about our 
business, our stock price and trading volume could decline. 
Our stock price and trading volume following is heavily influenced by the way analysts and investors 
interpret our financial information and other disclosures. Further, the trading market for our common stock depends, 
in part, on the research and reports that securities or industry analysts publish about us or our business. We do not 
have any control over these analysts. A limited number of analysts are currently covering our company. If securities 
or industry analysts do not publish research or reports about our business, downgrade our common stock, or publish 
negative reports about our business, our stock price would likely decline. If the number of analysts that cover us 
declines, demand for our common stock could decrease and our common stock price and trading volume may 
decline. 
Even if our common stock is actively covered by analysts, we do not have any control over the analysts or the 
measures that analysts or investors may rely upon to forecast our future results. Over-reliance by analysts or 
investors on any particular metric to forecast our future results may result in forecasts that differ significantly from 
our own. Regardless of accuracy, unfavorable interpretations of our financial information and other public 
disclosures could have a negative impact on our stock price. If our financial performance fails to meet analyst 
estimates, for any of the reasons discussed above or otherwise, or one or more of the analysts who cover us 
downgrade our common stock or change their opinion of our common stock, our stock price would likely decline. 
We do not intend to pay dividends for the foreseeable future and, as a result, your ability to achieve a return on 
your investment will depend on appreciation in the price of our common stock. 
We have never declared or paid any cash dividends on our capital stock, and we do not intend to pay any cash 
dividends in the foreseeable future. Any determination to pay dividends in the future will be at the discretion of our 
board of directors. Accordingly, investors must rely on sales of their common stock after price appreciation, which 
may never occur, as the only way to realize any future gains on their investments. 
We may require additional capital to support the growth of our business, and this capital might not be available 
on acceptable terms, if at all. 
We have funded our operations since inception primarily through equity financings, debt financing, and sales 
of subscriptions to our products. We cannot be certain when or if our operations will generate sufficient cash to fully 
fund our ongoing operations or the growth of our business. We intend to continue to make investments to support 
our business, which may require us to engage in equity or debt financings to secure additional funds. Additional 
financing may not be available on terms favorable to us, if at all. If adequate funds are not available on acceptable 
terms, we may be unable to invest in future growth opportunities, which could harm our business, operating results, 
and financial condition. If we incur additional debt, the debt holders would have rights senior to holders of common 
stock to make claims on our assets, and the terms of any debt could restrict our operations. Furthermore, if we issue 
additional equity securities, stockholders will experience dilution, and the new equity securities could have rights 
senior to those of our common stock. Because our decision to issue securities in the future will depend on numerous 
considerations, including factors beyond our control, we cannot predict or estimate the amount, timing, or nature of 
any future issuance of debt or equity securities. As a result, our stockholders bear the risk of future issuance of debt 
or equity securities reducing the value of our common stock and diluting their interests.

45 
Concentration of ownership of our common stock among our existing executive officers, directors, and principal 
stockholders may prevent new investors from influencing significant corporate decisions. 
Our executive officers, directors and current beneficial owners of 5% or more of our common stock 
beneficially own a significant percentage of our outstanding common stock. These persons, acting together, will be 
able to significantly influence all matters requiring stockholder approval, including the election and removal of 
directors and any merger or other significant corporate transactions. The interests of this group of stockholders may 
not coincide with the interests of other stockholders. 
The requirements of being a public company may strain our resources and distract our management, which 
could make it difficult to manage our business. 
As a public company, we are required to comply with various regulatory and reporting requirements, 
including those required by the SEC. Complying with these reporting and other regulatory requirements is time-
consuming and will continue to result in increased costs to us and could have a negative effect on our business, 
financial condition and results of operations. We are subject to the requirements of the Exchange Act, the Sarbanes-
Oxley Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act, the listing requirements of the New 
York Stock Exchange, and other applicable securities rules and regulations impose various requirements on public 
companies. As a result, we are required to devote significant management effort and incur additional expenses, 
which include higher legal fees, accounting and related fees and fees associated with investor relations activities, 
among others, to ensure compliance with the various reporting requirements. These requirements may also place a 
strain on our systems and processes. The Exchange Act requires that we file annual, quarterly and current reports 
with respect to our business and financial condition. The Sarbanes-Oxley Act requires that we maintain effective 
disclosure controls and procedures and internal controls over financial reporting. To maintain and improve the 
effectiveness of our disclosure controls and procedures, we may need to commit significant resources, hire 
additional staff and provide additional management oversight. We have been and will be continuing to implement 
additional procedures and processes for the purpose of addressing the standards and requirements applicable to 
public companies. Sustaining our growth as a public company also requires us to commit additional management, 
operational and financial resources to identify new professionals to join our company and to maintain appropriate 
operational and financial systems to adequately support expansion. These activities may divert management’s 
attention from other business concerns, which could have a material adverse effect on our business, financial 
condition and results of operations. We cannot predict or estimate the amount of additional costs we may continue to 
incur as a result of being a public company or the timing of such costs. 
If our internal control over financial reporting or our disclosure controls and procedures are not effective, we 
may not be able to accurately report our financial results, prevent fraud or file our periodic reports in a timely 
manner, which may cause investors to lose confidence in our reported financial information and may lead to a 
decline in our stock price. 
The Sarbanes-Oxley Act of 2002 requires that we maintain effective internal control over financial reporting 
and disclosure controls and procedures. In particular, we must perform system and process evaluation, document our 
controls and perform testing of our key control over financial reporting to allow management and our independent 
public accounting firm to report on the effectiveness of our internal control over financial reporting, as required by 
Section 404 of the Sarbanes-Oxley Act. Our testing, or the subsequent testing by our independent public accounting 
firm, may reveal deficiencies in our internal control over financial reporting that are deemed to be material 
weaknesses. If we are not able to comply with the requirements of Section 404 in a timely manner, or if we or our 
accounting firm identify deficiencies in our internal control over financial reporting that are deemed to be material 
weaknesses, the market price of our stock would likely decline and we could be subject to lawsuits, sanctions or 
investigations by regulatory authorities, including SEC enforcement actions, and we could be required to restate our 
financial results, any of which would require additional financial and management resources. 
We continue to invest in more robust technology and in more resources in order to manage those reporting 
requirements. Implementing the appropriate changes to our internal controls may distract our officers and 
employees, result in substantial costs and require significant time to complete. Any difficulties or delays in 
implementing these controls could impact our ability to timely report our financial results. For these reasons, we

46 
may encounter difficulties in the timely and accurate reporting of our financial results, which would impact our 
ability to provide our investors with information in a timely manner. As a result, our investors could lose confidence 
in our reported financial information, and our stock price could decline. 
In addition, any such changes do not guarantee that we will be effective in maintaining the adequacy of our 
internal controls, and any failure to maintain that adequacy could prevent us from accurately reporting our financial 
results. 
We will continue to incur increased costs as a result of operating as a public company, and our management will 
be required to devote substantial time to compliance with our public company responsibilities and corporate 
governance practices. 
The Sarbanes-Oxley Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act, the listing 
requirements of the New York Stock Exchange, and other applicable securities rules and regulations impose various 
requirements on public companies. Our management and other personnel devote a substantial amount of time to 
compliance with these requirements. Moreover, we will continue to incur significant legal, accounting, and other 
expenses complying with these rules and regulations. We cannot predict or estimate the amount of additional costs 
we will incur as a public company or the specific timing of such costs. 
We are obligated to develop and maintain proper and effective internal controls over financial reporting, and any 
failure to maintain the adequacy of these internal controls may adversely affect investor confidence in our 
company and, as a result, the value of our common stock. 
We are required to furnish a report by management on the effectiveness of our internal control over financial 
reporting. This assessment includes disclosure of any material weaknesses identified by our management in our 
internal control over financial reporting. In addition, our independent registered public accounting firm is required to 
attest to the effectiveness of our internal control over financial reporting. Our compliance with these requirements 
will continue to require that we incur substantial accounting expenses and expend significant management efforts.  
During the evaluation and testing process of our internal controls, if we identify one or more material 
weaknesses in our internal control over financial reporting, we will be unable to certify that our internal control over 
financial reporting is effective. We cannot assure you that there will not be material weaknesses or significant 
deficiencies in our internal control over financial reporting in the future. Any failure to maintain internal control 
over financial reporting could severely inhibit our ability to accurately report our financial condition or results of 
operations. If we are unable to conclude that our internal control over financial reporting is effective, or if our 
independent registered public accounting firm determines we have a material weakness in our internal control over 
financial reporting, we could lose investor confidence in the accuracy and completeness of our financial reports, the 
market price of our common stock could decline, and we could be subject to sanctions or investigations by the New 
York Stock Exchange, the SEC or other regulatory authorities. Failure to remedy any material weakness in our 
internal control over financial reporting, or to implement or maintain other effective control systems required of 
public companies, could also restrict our future access to the capital markets. 
Anti-takeover provisions in our charter documents and under Delaware law could make an acquisition of our 
company more difficult, limit attempts by our stockholders to replace or remove our current management and 
limit the market price of our common stock. 
Provisions in our amended and restated certificate of incorporation and amended and restated bylaws may 
have the effect of delaying or preventing a change of control or changes in our management. Our amended and 
restated certificate of incorporation and amended and restated bylaws include provisions that: 
• 
authorize our board of directors to issue, without further action by the stockholders, shares of undesignated 
preferred stock with terms, rights, and preferences determined by our board of directors that may be senior 
to our common stock; 
• 
require that any action to be taken by our stockholders be effected at a duly called annual or special 
meeting and not by written consent;

47 
• 
specify that special meetings of our stockholders can be called only by our board of directors, the 
chairperson of our board of directors, or our chief executive officer; 
• 
establish an advance notice procedure for stockholder proposals to be brought before an annual meeting, 
including proposed nominations of persons for election to our board of directors; 
• 
establish that our board of directors is divided into three classes, with each class serving three-year 
staggered terms; 
• 
prohibit cumulative voting in the election of directors; 
• 
provide that our directors may be removed for cause only upon the vote of sixty-six and two-thirds percent 
(66 2/3%) of our outstanding shares of common stock; 
• 
provide that vacancies on our board of directors may be filled only by a majority of directors then in office, 
even though less than a quorum; and 
• 
require the approval of our board of directors or the holders of at least sixty-six and two-thirds percent 
(66 2/3%) of our outstanding shares of common stock to amend our bylaws and certain provisions of our 
certificate of incorporation. 
These provisions may frustrate or prevent any attempts by our stockholders to replace or remove our current 
management by making it more difficult for stockholders to replace members of our board of directors, which is 
responsible for appointing the members of our management. In addition, because we are incorporated in Delaware, 
we are governed by the provisions of Section 203 of the Delaware General Corporation Law, which generally, 
subject to certain exceptions, prohibits a Delaware corporation from engaging in any of a broad range of business 
combinations with any “interested” stockholder for a period of three years following the date on which the 
stockholder became an “interested” stockholder. Any of the foregoing provisions could limit the price that investors 
might be willing to pay in the future for shares of our common stock, and they could deter potential acquirers of our 
company, thereby reducing the likelihood that you would receive a premium for your shares of our common stock in 
an acquisition. 
Our amended and restated certificate of incorporation designates the Court of Chancery of the State of Delaware 
and, to the extent enforceable, the federal district courts of the United States of America as the exclusive forums 
for substantially all disputes between us and our stockholders, which restricts our stockholders’ ability to choose 
the judicial forum for disputes with us or our directors, officers, or employees. 
Our amended and restated certificate of incorporation provides that the Court of Chancery of the State of 
Delaware is the exclusive forum for the following types of actions or proceedings under Delaware statutory or 
common law:  
• 
any derivative action or proceeding brought on our behalf,  
• 
any action asserting a breach of a fiduciary duty,  
• 
any action asserting a claim against us arising pursuant to the Delaware General Corporation Law, our 
amended and restated certificate of incorporation, or our amended and restated bylaws, or  
• 
any action asserting a claim against us that is governed by the internal affairs doctrine.  
The provisions do not apply to suits brought to enforce a duty or liability created by the Exchange Act. In 
addition, our amended and restated certificate of incorporation provides that the federal district courts of the United 
States of America will be the exclusive forum for resolving any complaint asserting a cause of action arising under 
the Securities Act. Although the Delaware Supreme Court recently held that such exclusive forum provisions are 
facially valid, courts in other jurisdictions may find such provisions to be unenforceable. These choice of forum 
provisions may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes 
with us or our directors, officers, or other employees. If a court were to find either choice of forum provision

48 
contained in our amended and restated certificate of incorporation to be inapplicable or unenforceable in an action, 
we may incur additional costs associated with resolving such action in other jurisdictions. 
Item 1B. Unresolved Staff Comments 
None. 
Item 2. Properties 
Our corporate headquarters is located in San Francisco, California, and consists of approximately 59,000 
square feet of space under a lease that is expected to expire in 2025. 
We also have office locations in Atlanta, Georgia; Toronto, Canada; London, England; and Sydney, Australia.  
Item 3. Legal Proceedings 
From time to time, we are involved in various legal proceedings arising from the normal course of business 
activities. We are not presently a party to any litigation the outcome of which, we believe, if determined adversely to 
us, would individually or taken together have a material adverse effect on our business, operating results, cash flows, 
or financial condition. 
Item 4. Mine Safety Disclosures 
Not applicable.

49 
Part II. 
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of 
Equity Securities 
Market Information for Common Stock 
Our common stock has been listed on the New York Stock Exchange (NYSE) under the symbol “PD” since 
April 11, 2019. Prior to that date, there was no public trading market for our common stock. 
Holders of Record 
As of January 31, 2022, we had 39 holders of record of our common stock. The actual number of 
stockholders is greater than this number of record holders and includes stockholders who are beneficial owners, but 
whose shares are held in street name by brokers and other nominees. 
Dividend Policy 
We have never declared or paid any cash dividends on our capital stock. We currently intend to retain any 
future earnings and do not expect to pay any dividends in the foreseeable future. Any future determination to declare 
cash dividends will be made at the discretion of our Board of Directors, subject to applicable laws, and will depend 
on a number of factors, including our financial condition, results of operations, capital requirements, contractual 
restrictions, general business conditions, and other factors that our Board of Directors may deem relevant. 
Stock Performance Graph 
This performance graph shall not be deemed “soliciting material” or to be “filed” with the Securities and 
Exchange Commission, or the SEC, for purposes of Section 18 of the Exchange Act, or otherwise subject to the 
liabilities under that Section, and shall not be deemed to be incorporated by reference into any of our filings under 
the Securities Act. 
The following graph compares (i) the cumulative total stockholder return on our common stock from April 
11, 2019 (the date our common stock commenced trading on the NYSE through January 31, 2022 with (ii) the 
cumulative total return of the Standard & Poor's (S&P) 500 Index and S&P Software & Services Select Industry 
Index over the same period, assuming the investment of $100 in our common stock and in both of the other indices 
on April 11, 2019 and the reinvestment of dividends. The graph uses the closing market price on April 11, 2019 of 
$38.25 per share as the initial value of our common stock. As discussed above, we have never declared or paid a 
cash dividend on our common stock and do not anticipate declaring or paying a cash dividend in the foreseeable 
future.

50 
 
Unregistered Sales of Equity Securities and Use of Proceeds 
None. 
Purchases of Equity Securities by the Issuer and Affiliated Purchasers 
None. 
Item 6. [Reserved] 
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations  
The following discussion and analysis of our financial condition and results of operations should be read in 
conjunction with the section titled “Selected Consolidated Financial and Other Data” and the consolidated 
financial statements and related notes thereto included elsewhere in this Form 10-K. This discussion contains 
forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those 
discussed below. Factors that could cause or contribute to such differences include, but are not limited to, adverse 
effects on our business and general economic conditions due to the current COVID-19 pandemic, those identified 
below, and those discussed in the section titled “Risk Factors” included elsewhere in this Form 10-K. The last day 
of our fiscal year is January 31. Our fiscal quarters end on April 30, July 31, October 31 and January 31. 
In this section, we discuss the results of our operations for the year ended January 31, 2022 compared to the 
year ended January 31, 2021. For a discussion of the year ended January 31, 2021 compared to the year ended 
January 31, 2020, please refer to Part II, Item 7, "Management's Discussion and Analysis of Financial Condition 
and Results of Operations" in our Annual Report on Form 10-K for the year ended January 31, 2021. 
Overview  
PagerDuty is a digital operations management platform that manages urgent and mission critical work for a 
modern, digital enterprise. We empower teams to respond rapidly to incidents to resolve or avoid customer issues, 
 $‐
 $50
 $100
 $150
 $200
 $250
 
PD
 
S&P
 
500
 
S&P
 
Software
 
&
 
Services
 
Select
 
Industry
 
Index

51 
reduce noise, predict and avoid performance degradation, improve productivity, and accelerate digital 
transformation.   
Today, nearly every business is a digital business. As such, organizations are under pressure to enhance their 
digital operations in order to meet escalating customer expectations, resolve incidents proactively and free-up time 
for innovation projects. This means critical, time sensitive, and unpredictable work needs to be detected and 
orchestrated. 
We collect data and digital signals from virtually any software-enabled system or device and leverage 
powerful machine learning to correlate, process, and predict opportunities and issues. Using incident response, event 
management, and automation, we bring together the right people with the right information so they can resolve 
issues and act on opportunities in minutes or seconds from wherever they are.  
Since our founding in 2009, we have expanded our capabilities from a single product focused on on-call 
management for developers to a multi-product platform that crosses silos into IT operations, security, customer 
service, and executive stakeholder roles across the organization. We have evolved from an on-call tool into the 
platform for digital operations, which resides at the center of a company’s technology ecosystem.  
We have spent more than a decade building deep product integrations to our platform, and our ecosystem now 
includes over 650 direct integrations to enable our customers to gather and correlate digital signals from virtually 
any software-enabled system or device. This allows technical teams to collect digital signals from any system or 
platform in their environment, and without the effects of context switching. Those same integrations connect with 
popular collaboration tools and business applications, as well as all types of technology stacks to drive automation 
of work. 
We generate revenue primarily from cloud-hosted subscription fees. We also generate revenue from term-
license software subscription fees. We have a land-and-expand business model that leads to viral adoption of our 
products and subsequent expansion. Our online self-service model is the primary mechanism for landing new 
customers and enabling teams to get started without assistance. We complement our self-service model with high-
velocity inside sales focused on small and medium businesses, a commercial team focused on mid-market 
customers, and a field sales team focused on enterprise customers. Our mid-market and enterprise customers account 
for the majority of our revenue today. These teams drive expansion to additional users, new use cases, and add-on 
products, as well as upsell to higher value plans. 
As of January 31, 2022, we had more than 14,500 paying customers globally, ranging from the most 
disruptive startups to established Fortune 100 companies across every industry including software and technology, 
telecommunications, retail, travel and hospitality, media and entertainment, and financial services. Our customers 
use our products across a broad range of use cases such as Engineering, IT Operations, Security, and Customer 
Service. Of these customers, 594 customers contribute annual recurring revenue (“ARR”) in excess of $100,000, and 
43 customers contribute ARR in excess of $1,000,000. We define ARR as the annualized recurring value of all 
active contracts at the end of a reporting period. We define a customer as a separate legal entity, such as a company 
or an educational or government institution, that has an active subscription with us or one of our partners to access 
our platform. In situations where an organization has multiple subsidiaries or divisions, we treat the parent entity as 
the customer instead of treating each subsidiary or division as a separate customer. Our 10 largest customers 
represented approximately 11% of our revenue for the fiscal year ended January 31, 2022, and no single customer 
represented more than 10% of our revenue in the same period, highlighting the breadth of our customer base. We 
serve a vital role in our customers’ digital operations and grow with them as their needs expand. As such, we have 
developed a loyal customer base, with total ARR churn representing less than 5% of beginning ARR for the fiscal 
year ended January 31, 2022. Our ARR churn rate represents lost revenue from customers that were no longer 
contributing revenue at the end of the current period but did contribute revenue in the equivalent prior year period. 
We generally bill monthly subscriptions monthly and subscriptions with terms of greater than one year annually in 
advance. 
We expand within our existing customer base by adding more users, creating additional use cases, and 
upselling higher priced packages and additional products. Once our platform is deployed, we typically see

52 
significant expansion within our customer base. Our dollar-based net retention rate was 124% for the fiscal year 
ended January 31, 2022. 
We have an efficient operating model, which comes from a combination of our cloud-native architecture, 
optimal utilization of our third-party hosting providers, and prudent approach to headcount expansion. This has 
allowed us to achieve gross margins of over 82% for the fiscal year ended January 31, 2022. Our strong gross 
margins allow us the flexibility to invest more in our platform and go-to market function while maintaining strong 
operating leverage on our path to profitability.  
COVID-19 Update 
In December 2019, a novel coronavirus and the resulting disease (“COVID-19”) was reported, and in March 
2020, the World Health Organization characterized COVID-19 as a pandemic.  
The extent and continued impact of the COVID-19 pandemic on our business continues to depend on certain 
developments including the duration and spread of the pandemic; government responses to the pandemic; 
vaccination rates; impact of variants; impact on our customers and our sales cycles; industry or employee events; 
and effect on our partners and vendors, all of which are uncertain and cannot be predicted. While our revenues, 
billings, and earnings are relatively predictable as a result of our subscription-based business model and the majority 
of our revenues are generated from annual subscriptions, the effect of the COVID-19 pandemic, along with the 
seasonality we historically experience, may not be fully reflected in our results of operations and overall financial 
performance until future periods, if at all. In addition, while the majority of our revenues are generated from annual 
subscriptions, we have seen, and may continue to see greater variability in the demand of our product from small 
and medium business customers. While we see risks associated with more highly impacted companies and 
industries, we are also seeing new interest from other organizations, driven by rapidly changing work and business 
environments. As workforces have transitioned to working from home in a distributed model, PagerDuty has 
become an increasingly critical service.  
The majority of our employees continue to work remotely in order to minimize the spread of COVID-19 
among our employee base and comply with local regulations within the United States and internationally. As we 
continue to monitor the local regulations related to COVID-19, we have begun to release travel restrictions on 
business-related travel, allowing certain employees to travel on a voluntary basis. We continue to provide 
allowances to our employees to cover expenses related to transitioning to a work from home environment. We also 
continue to offer local employee assistance programs to employees if needed. These changes remain in effect and 
could extend into future quarters. The impact, if any, of these and any additional operational changes we may 
implement to facilitate remote work is uncertain but changes we have implemented have not affected and are not 
expected to affect our ability to maintain operations, including financial reporting systems, internal control over 
financial reporting and disclosure controls, and procedures. 
Since 2020, we have shifted to virtual-only events and experiences, including shifting Summit, our global 
customer conference series. We have typically relied on marketing and promotional events such as Summit and 
other in-person conferences, events, and meetings to facilitate customer sign-ups and generate leads for potential 
customers, and these virtual marketing events and phone or virtual sales interactions may not be as successful as in-
person events and meetings. We cannot predict how long nor the extent to which the COVID-19 pandemic may 
continue to constrain our marketing, promotional, and sales activities. 
On March 27, 2020, the former President of the United States signed the Coronavirus Aid, Relief, and 
Economic Security Act (“CARES Act”) which includes several significant provisions for corporations, including 
modifications to the limitation on business interest expense and the usage of net operating losses, and a payment 
deferral of employer payroll taxes. We elected to defer the payment of employer payroll taxes in the nine months 
ended October 31, 2020. We are no longer deferring the payment of our employer payroll taxes and have paid all 
amounts deferred as of January 31, 2022. 
Refer to Item 1A, “Risk Factors” for further discussion of the possible impact of the COVID-19 pandemic on 
our business.

53 
Key Factors Affecting Our Performance 
Attracting New Customers 
Sustaining our growth requires continued adoption of our platform by new customers. We will continue to 
invest in building brand awareness as we further penetrate our addressable markets. Our financial performance will 
depend in large part on the overall demand for our platform, particularly demand from mid-market and enterprise 
customers, and our ability to meet the evolving needs of our customers. As of January 31, 2022, we had over 14,500 
paying customers spanning organizations of a broad range of sizes and industries, compared to over 13,500 as of 
January 31, 2021. 
Expanding Within our Customer Base 
The majority of our revenue is generated from our existing customer base. Often our customers expand the 
deployment of our platform across large teams and more broadly within the enterprise as they realize the benefits of 
our platform. We believe that our land and expand business model allows us to efficiently increase revenue from our 
existing customer base. Further, we will continue to invest in enhancing awareness of our brand, creating additional 
use cases, and developing more products, features, and functionality, which we believe are important factors to 
achieve widespread adoption of our platform. 
Sustaining Product Innovation and Technology Leadership 
Our success is dependent on our ability to sustain product innovation and technology leadership in order to 
maintain our competitive advantage. We believe that we have built highly differentiated platform that will position 
us to further extend the adoption of our products. While sales of subscriptions to our Modern Incident Response 
product account for a significant majority of our revenue, we intend to continue to invest in building additional 
products, features, and functionality that expand our capabilities and facilitate the extension of our platform to new 
use cases. Our future success is dependent on our ability to successfully develop, market, and sell these additional 
products to both new and existing customers. 
Continued Investment in Growth 
We plan to continue investing in our business so we can capitalize on our market opportunity. We intend to 
grow our sales team to target expansion within our mid-market and enterprise customers and to attract new 
customers. We expect to continue to make focused investments in marketing to drive brand awareness and enhance 
the effectiveness of our self-service, low friction customer acquisition model. We also intend to continue to add 
headcount to our research and development team to develop new and improved products, features, and functionality. 
Although these investments may adversely affect our operating results in the near term, we believe that they will 
contribute to our long-term growth. 
Key Business Metrics 
We review the following key business metrics to evaluate our business, measure our performance, identify 
trends affecting our business, formulate business plans, and make strategic decisions. 
While these numbers are based on what we believe to be a reasonable representation of our customer base for 
the applicable period of measurement, we rely on a third party to validate legal entities, which uses the best available 
data at period end, and therefore is subject to change as new information becomes available. In addition, we are 
continually seeking to improve our methodology, which may result in future changes to our key metrics.  
Our key metrics include the results of Rundeck, to the extent applicable, beginning on the acquisition date of 
October 1, 2020. 
Number of Customers 
We believe that the number of customers using our platform, particularly those that have subscription 
agreements for more than $100,000 in ARR, are indicators of our market penetration, particularly within enterprise

54 
accounts, the growth of our business, and our potential future business opportunities. Increasing awareness of our 
platform and its broad range of capabilities, coupled with the fact that the world is always on and powered by 
increasingly complex technology, has expanded the diversity of our customer base to include organizations of all 
sizes across virtually all industries. Over time, enterprise and mid-market customers have constituted a greater share 
of our revenue.  
As of January 31,  
2022 
2021 
2020 
Customers 
14,865 
13,837 
12,774 
Customers greater than $100,000 in ARR 
594 
426 
323 
Dollar-based Net Retention Rate 
We use dollar-based net retention rate to evaluate the long-term value of our customer relationships, since this 
metric reflects our ability to retain and expand the ARR from our existing customers. Our dollar-based net retention 
rate compares our ARR from the same set of customers across comparable periods. 
We calculate dollar-based net retention rate as of a period end by starting with the ARR from the cohort of all 
customers as of 12 months prior to such period end, or Prior Period ARR. We then calculate the ARR from these 
same customers as of the current period end, or Current Period ARR. Current Period ARR includes any expansion 
and is net of downgrades or churn over the last 12 months but excludes ARR from new customers in the current 
period. We then divide the total Current Period ARR by the total Prior Period ARR to arrive at the dollar-based net 
retention rate. The calculation of dollar-based net retention rate for the year ended January 31, 2021 includes the 
Current Period ARR of Rundeck customers to the extent that they were PagerDuty customers as of 12 months prior 
to period end. 
Last 12 Months Ended January 31, 
2022 
2021 
2020 
Dollar-based net retention rate for all customers 
 124 % 
 121 % 
 122 % 
Components of Results of Operations 
Revenue 
We generate revenue primarily from cloud-hosted software subscription fees with the majority of our revenue 
from such arrangements. We also generate revenue from term-license software subscription fees. Our subscriptions 
are typically one year in duration but can range from monthly to multi-year. Subscription fees are driven primarily 
by the number of customers, the number of users per customer, and the level of subscription purchased. We 
generally invoice customers in advance in annual installments for subscriptions to our software. Revenue related to 
our cloud-hosted software subscriptions is recognized ratably over the related contractual term beginning on the date 
that our platform is made available to a customer. For our term-license software subscriptions, we recognize license 
revenue upon delivery and software maintenance revenue ratably, typically beginning on the start of the contractual 
term of the arrangement.  
Due to the low complexity of implementation and integration of our platform with our customers’ existing 
infrastructure, revenue from professional services has been immaterial to date.  
Cost of Revenue 
Cost of revenue primarily consists of expenses related to providing our platform to customers, including 
personnel expenses for operations and global support, payments to our third-party cloud infrastructure providers for 
hosting our software, payment processing fees, amortization of capitalized internal-use software costs, amortization 
of acquired developed technology, and allocated overhead costs for facilities, information technology, and other 
allocated overhead costs. We will continue to invest additional resources in our platform infrastructure and our 
customer support and success organizations to expand the capability of our platform and ensure that our customers

55 
are realizing the full benefit of our offerings. The level and timing of investment in these areas could affect our cost 
of revenue in the future.  
Gross Profit and Gross Margin 
Gross profit represents revenue less cost of revenue. Gross margin is gross profit expressed as a percentage of 
revenue. Our gross margin may fluctuate from period to period as our revenue fluctuates, and as a result of the 
timing and amount of investments to expand the capacity of our third-party cloud infrastructure providers and our 
continued efforts to enhance our platform support and customer success teams.  
Operating Expenses 
Our operating expenses consist of research and development, sales and marketing, and general and 
administrative expenses. Personnel expenses are the most significant component of operating expenses and consist 
of salaries, benefits, bonuses, stock-based compensation expense, and sales commissions. Operating expenses also 
include amortization of acquired intangible assets, acquisition-related expenses, allocated overhead costs for 
facilities, shared IT related expenses, including depreciation expense, and certain company-wide events and 
functions.  
Research and development 
Research and development expenses consist primarily of personnel costs for our engineering, product, and 
design teams. Additionally, research and development expenses include contractor fees, depreciation of equipment 
used in research and development activities, acquisition-related expenses, and allocated overhead costs. We expect 
that our research and development expenses will increase in dollar value as our business grows. 
Sales and marketing 
Sales and marketing expenses consist primarily of personnel costs, costs of general marketing activities and 
promotional activities, travel related expenses, amortization of acquired intangible assets, allocated overhead costs, 
and bad debt expense. Sales commissions earned by our sales force that are considered incremental and recoverable 
costs of obtaining a subscription with a customer are deferred and amortized on a straight-line basis over the 
expected period of benefit, which we have determined to be four years. We expect that our sales and marketing 
expenses will increase in dollar value and continue to be our largest operating expense for the foreseeable future as 
we expand our sales and marketing efforts.  
General and administrative 
General and administrative expenses consist primarily of personnel costs and contractor fees for finance, 
legal, human resources, information technology, and other administrative functions. In addition, general and 
administrative expenses include non-personnel costs, such as legal, accounting, and other professional fees, 
hardware and software costs, certain tax, license and insurance-related expenses, acquisition-related expenses, and 
allocated overhead costs. We expect that our general and administrative expenses will increase in dollar value as our 
business grows. However, we expect that our general and administrative expenses will decrease as a percentage of 
our revenue over the longer term as we expect our investments to allow for improved efficiency for future growth in 
the business. 
Interest Income 
Interest income consists of income earned on our cash and cash equivalents and interest earned on our short-
term investments which consist of U.S. Treasury securities, commercial paper, corporate debt securities, and U.S. 
Government agency securities. 
Interest Expense

56 
Interest expense consists primarily of contractual interest expense and amortization of debt issuance costs on 
our 1.25% Convertible Senior Notes (the “Notes”) due 2025. Refer to Note 8, “Debt and Financing Arrangements” 
for additional details. 
Other (Expense) Income, Net 
Other (expense) income, net primarily consists of accretion income and amortization expense on our 
available-for-sale investments and foreign currency transaction gains and losses. 
(Provision for) Benefit from Income Taxes 
(Provision for) benefit from income taxes consists primarily of income taxes in certain foreign jurisdictions in 
which we conduct business. We maintain a full valuation allowance on our net federal and state deferred tax assets 
as we have concluded that it is more likely than not that the deferred tax assets will not be realized for all years 
presented. (Provision for) benefit from income taxes also includes the benefit associated with the reduction in our 
valuation allowance from the increase in the deferred tax liability associated with acquired intangible assets from 
our acquisition in the fiscal year ended January 31, 2021. 
Results of Operations 
The following table sets forth our consolidated statements of operations data for the periods indicated: 
Year Ended January 31,  
2022 
2021 
2020 
(in thousands)
Revenue 
$ 
281,396 $ 
213,556 $ 
166,351 
Cost of revenue(1) 
48,361 
30,686 
24,579 
Gross profit 
233,035 
182,870 
141,772 
Operating expenses: 
Research and development(1) 
95,690 
64,566 
49,011 
Sales and marketing(1) 
161,624 
122,155 
97,350 
General and administrative(1) 
77,432 
62,431 
50,970 
Total operating expenses 
334,746 
249,152 
197,331 
Loss from operations 
(101,711) 
(66,282) 
(55,559) 
Interest income 
2,946 
4,232 
5,692 
Interest expense 
(5,398) 
(9,965) 
— 
Other (expense) income, net 
(2,757) 
(794) 
203 
Loss before (provision for) benefit from income taxes 
(106,920) 
(72,809) 
(49,664) 
(Provision for) benefit from income taxes 
(535) 
3,906 
(675) 
Net loss 
$ 
(107,455) $ 
(68,903) $ 
(50,339) 
______________

57 
(1)
Includes stock-based compensation expense as follows:
Year Ended January 31,  
2022 
2021 
2020 
(in thousands) 
Cost of revenue 
$ 
3,751 $ 
1,702 $ 
1,018 
Research and development 
23,
11,
5,
Sales and marketing(1) 
19,
14,
8,
General and administrative 
23,
15,
11,
Total 
$ 
70,033 $ 
43,231 $ 
27,205 
______________ 
(1)
Stock-based compensation expense above includes a one-time stock-based compensation expense of $3.1 million related to
the modification of certain stock option awards in the fiscal year ended January 31, 2021.
The following table sets forth our consolidated statements of operations data expressed as a percentage of 
revenue: 
Year Ended January 31,  
2022 
2021 
2020 
Revenue 
 100 % 
 100 % 
 100 % 
Cost of revenue 
 17 
 14 
 15 
Gross margin 
 83 
 86 
 85 
Operating expenses: 
Research and development 
 34 
 30 
 29 
Sales and marketing 
 57 
 57 
 59 
General and administrative 
 28 
 29 
 31 
Total operating expenses 
 119 
 117 
 119 
Loss from operations 
 (36) 
 (31) 
 (33) 
Interest income 
 1 
 2 
 3 
Interest expense 
 (2) 
 (5) 
 — 
Other (expense) income, net 
 (1) 
 — 
 — 
Loss before (provision for) benefit from income taxes 
 (38) 
 (34) 
 (30) 
(Provision for) benefit from income taxes 
 — 
 2 
 — 
Net loss 
 (38) % 
 (32) % 
 (30) % 
______________ 
Note: Certain figures may not sum due to rounding. 
Comparison of the Years Ended January 31, 2022 and 2021 
Revenue 
Year Ended January 31,  
2022 
2021 
Change 
% Change 
(dollars in thousands) 
Revenue 
$ 
281,396 $ 
213,556 $ 
67,840 
 32 % 
Revenue increased by $67.8 million, or 32%, for the fiscal year ended January 31, 2022 compared to the 
fiscal year ended January 31, 2021. The increase in revenue was attributable to a combination of growth from both

58 
new and existing customers, including customers from the Rundeck acquisition. Growth from existing customers is 
attributable to both increases in the number of users and upsell of additional products and services.  
Cost of Revenue and Gross Margin 
Year Ended January 31,  
2022 
2021 
Change 
% Change 
(dollars in thousands) 
Cost of revenue 
$ 
48,361 
$ 
30,686 
$ 
17,675 
 58 % 
Gross margin 
 83 % 
 86 % 
Cost of revenue increased by $17.7 million, or 58%, primarily due to an increase of $9.3 million in personnel 
expenses as a result of increased headcount, an increase of $4.0 million in hosting, software, and telecom costs and 
$2.0 million in outside services, both of which are to support the continued growth of the business and related 
infrastructure, and an increase of $0.7 million in amortization of intangible assets related to the acquisition of 
Rundeck. 
Research and Development 
Year Ended January 31,  
2022 
2021 
Change 
% Change 
(dollars in thousands) 
Research and development 
$ 
95,690 
$ 
64,566 
$ 
31,124 
 48 % 
Percentage of revenue 
 34 % 
 30 % 
Research and development expenses increased by $31.1 million, or 48%, for the fiscal year ended January 31, 
2022 compared to the fiscal year ended January 31, 2021 and increased as a percentage of revenue. The increase was 
primarily driven by an increase in personnel expenses of $25.3 million as a result of increased headcount to support 
our continued investment in our platform, an increase of $3.2 million in costs to support the continued growth of the 
business and related infrastructure, which includes allocated overhead costs, and an increase of $1.8 million in 
outside services due to a higher volume of activities to accelerate the development of our product.  
Sales and Marketing 
Year Ended January 31,  
2022 
2021 
Change 
% Change 
(dollars in thousands) 
Sales and marketing 
$ 
161,624 
$ 
122,155 
$ 
39,469 
 32 % 
Percentage of revenue 
 57 % 
 57 % 
Sales and marketing expenses increased by $39.5 million, or 32%, for the fiscal year ended January 31, 2022 
compared to the fiscal year ended January 31, 2021 and was flat as a percentage of revenue. The increase was 
primarily due to an increase of $24.6 million in personnel expenses driven by headcount growth and amortization of 
deferred contract costs, partially offset by a one-time stock-based compensation charge due to the modification of 
certain option awards incurred in the prior fiscal year, an increase of $5.1 million in costs to support the continued 
growth of the business and related infrastructure, which includes allocated overhead costs, an increase of $4.0 
million in outside services due to a higher volume of activities to assist with the continued growth of the business, an 
increase in marketing expenses of $3.6 million due to increased volume of marketing and advertising activities, and 
an increase of $1.6 million in amortization of intangible assets related to the acquisition of Rundeck.

59 
General and Administrative 
Year Ended January 31,  
2022 
2021 
Change 
% Change 
(dollars in thousands) 
General and administrative 
$ 
77,432 
$ 
62,431 
$ 
15,001 
 24 % 
Percentage of revenue 
 28 % 
 29 % 
General and administrative expenses increased by $15.0 million, or 24%, for the fiscal year ended January 31, 
2022 compared to the fiscal year ended January 31, 2021 and decreased as a percentage of revenue. The increase 
was driven by an increase of $14.6 million in personnel expenses as a result of increased headcount, an increase in 
outside services of $2.3 million, the majority of which was due to non-recurring strategic consulting fees, and an 
increase in insurance, business taxes and licenses of $1.0 million due to a higher volume of activities to support the 
continued growth of the business. This was partially offset by a decrease of $3.9 million in costs to support the 
business and related infrastructure which includes allocated overhead costs. 
Interest Expense 
Year Ended January 31,  
2022 
2021 
Change 
% Change 
(dollars in thousands) 
Interest expense 
$ 
(5,398) $ 
(9,965) $ 
4,567 
 (46) % 
Interest expense decreased by $4.6 million for the fiscal year ended January 31, 2022 compared to the fiscal 
year ended January 31, 2021, primarily due to the adoption of ASU 2020-06. Refer to Note 2, "Summary of 
Significant Accounting Policies", for additional details. 
Interest Income and Other Expense, Net 
Year Ended January 31,  
2022 
2021 
Change 
% Change 
(dollars in thousands) 
Interest income 
$ 
2,946 $ 
4,232 $ 
(1,286) 
 (30) % 
Other expense, net 
$ 
(2,757) $ 
(794) $ 
(1,963) 
 247 % 
Interest income decreased by $1.3 million and other expense, net increased by $2.0 million for the fiscal year 
ended January 31, 2022 compared to the fiscal year ended January 31, 2021, primarily due to lower interest rates on 
our cash, cash equivalent and investment balances in the fiscal year ended January 31, 2022. 
Non-GAAP Financial Measures 
In addition to our results determined in accordance with U.S. GAAP, we believe the following non-GAAP 
financial measures are useful in evaluating our operating performance. We use the below referenced non-GAAP 
financial information, collectively, to evaluate our ongoing operations and for internal planning and forecasting 
purposes. We believe that non-GAAP financial information, when taken collectively, may be helpful to investors 
because it provides consistency and comparability with past financial performance and assists in comparisons with 
other companies, some of which use similar non-GAAP financial information to supplement their U.S. GAAP 
results. The non-GAAP financial information is presented for supplemental informational purposes only, should not 
be considered a substitute for financial information presented in accordance with U.S. GAAP, and may be different 
from similarly-titled non-GAAP measures used by other companies. The principal limitation of these non-GAAP 
financial measures is that they exclude significant expenses that are required by U.S. GAAP to be recorded in our 
financial statements. In addition, they are subject to inherent limitations as they reflect the exercise of judgment by 
our management about which expenses are excluded or included in determining these non-GAAP financial

60 
measures. A reconciliation is provided below for each non-GAAP financial measure to the most directly comparable 
financial measure stated in accordance with U.S. GAAP. 
Non-GAAP Gross Profit and Non-GAAP Gross Margin 
We define non-GAAP gross profit as gross profit adjusted for stock-based compensation expense and related 
employer taxes, amortization of acquired intangible assets. We define non-GAAP gross margin as non-GAAP gross 
profit as a percentage of revenue. 
Year Ended January 31,  
2022 
2021 
2020 
(dollars in thousands) 
Gross profit 
$ 
233,035 
$ 
182,870 
$ 
141,772 
Add: 
Stock-based compensation 
3,751 
1,702 
1,018 
Employer taxes related to employee stock transactions 
131 
54 
35 
Amortization of acquired intangible assets 
1,120 
373 
— 
Non-GAAP gross profit 
$ 
238,037 
$ 
184,999 
$ 
142,790 
Gross margin 
 83 % 
 86 % 
 85 % 
Non-GAAP gross margin 
 85 % 
 87 % 
 86 % 
Non-GAAP Operating Loss and Non-GAAP Operating Margin 
We define non-GAAP operating loss as loss from operations plus our stock-based compensation expense and 
related employer taxes, amortization of acquired intangible assets, and acquisition-related expenses, which include 
transaction costs and acquisition-related retention payments, which are not necessarily reflective of operational 
performance during a given period. We define non-GAAP operating margin as non-GAAP operating loss as a 
percentage of revenue. 
Year Ended January 31,  
2022 
2021 
2020 
(dollars in thousands) 
Loss from operations 
$ 
(101,711) 
$ 
(66,282) 
$ 
(55,559) 
Add: 
Stock-based compensation(1) 
70,033 
43,231 
27,205 
Employer taxes related to employee stock transactions 
3,017 
1,609 
384 
Amortization of acquired intangible assets 
3,500 
1,167 
— 
Acquisition-related expenses 
2,108 
2,437 
— 
Non-GAAP operating loss 
$ 
(23,053) 
$ 
(17,838) 
$ 
(27,970) 
Operating margin 
 (36) % 
 (31) % 
 (33) % 
Non-GAAP operating margin 
 (8) % 
 (8) % 
 (17) % 
______________ 
(1)
Stock-based compensation expense above includes a one-time stock-based compensation expense of $3.1 million related to
the modification of certain stock option awards in the fiscal year ended January 31, 2021.

61 
Non-GAAP Net Loss 
We define non-GAAP net loss as net loss plus our stock-based compensation expense and related employer 
taxes, amortization of debt issuance costs, amortization of acquired intangible assets, acquisition-related expenses, 
which include transaction costs and acquisition-related retention payments, which are not necessarily reflective of 
operational performance during a given period, and acquisition-related tax benefit.  
Year Ended January 31,  
2022 
2021 
2020 
(in thousands) 
Net loss 
$ 
(107,455) $ 
(68,903) $ 
(50,339) 
Add: 
Stock-based compensation(1) 
70,033 
43,231 
27,205 
Amortization of debt discount and issuance costs(2) 
1,805 
7,808 
— 
Employer taxes related to employee stock transactions 
3,017 
1,609 
384 
Amortization of acquired intangibles assets 
3,500 
1,167 
— 
Acquisition-related expenses 
2,108 
2,437 
— 
Acquisition-related tax benefit 
— 
(5,017) 
— 
Non-GAAP net loss 
$ 
(26,992) $ 
(17,668) $ 
(22,750) 
______________ 
(1) 
Stock-based compensation expense above includes a one-time stock-based compensation expense of $3.1 million related to
the modification of certain stock option awards in the fiscal year ended January 31, 2021.
(2) 
During the first quarter of fiscal 2022, we early adopted ASU 2020-06 which resulted in the elimination of amortization of
debt discount on the convertible senior notes from February 1, 2021.
Free Cash Flow
We define free cash flow as net cash (used in) provided by operating activities, less cash used for purchases of 
property and equipment and capitalization of internal-use software costs. In addition to the reasons stated above, we 
believe that free cash flow is useful to investors as a liquidity measure because it measures our ability to generate or 
use cash in excess of our capital investments in property and equipment in order to enhance the strength of our 
balance sheet and further invest in our business and potential strategic initiatives. A limitation of the utility of free 
cash flow as a measure of our liquidity is that it does not represent the total increase or decrease in our cash balance 
for the period. We use free cash flow in conjunction with traditional U.S. GAAP measures as part of our overall 
assessment of our liquidity, including the preparation of our annual operating budget and quarterly forecasts and to 
evaluate the effectiveness of our business strategies. 
Year Ended January 31,  
2022 
2021 
2020 
(in thousands) 
Net cash (used in) provided by operating activities 
$ 
(6,021) $ 
10,095 $ 
(173) 
Less: 
Purchases of property and equipment 
(3,457) 
(4,038) 
(5,174) 
Capitalization of internal-use software costs 
(3,353) 
(810) 
— 
Free cash flow 
$ 
(12,831)  $ 
5,247 
$ 
(5,347)  
Net cash provided by (used in) investing activities 
$ 
17,376 $ 
(49,320) $ 
(232,070) 
Net cash (used in) provided by financing activities 
$ 
(736) $ 
254,367 $ 
225,944

62 
Liquidity and Capital Resources 
Since inception, we have financed operations primarily through sales of our cloud-hosted software 
subscriptions, net proceeds we have received from sales of equity securities, and the issuance of our Notes. 
On April 15, 2019, upon the closing of our IPO, we received net proceeds of $213.7 million, after deducting 
underwriters' discounts and commissions of $16.6 million and other issuance costs of $6.4 million. 
On June 25, 2020, we issued $287.5 million aggregate principal amount of convertible senior notes in a 
private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act. The total net 
proceeds from the sale of the Notes, after deducting the initial purchasers’ discounts and debt issuance costs of $9.3 
million, and purchases of the Capped Calls of $35.7 million, were $242.5 million. 
 As of January 31, 2022, our principal sources of liquidity were cash and cash equivalents and investments 
totaling $543.4 million. We believe that our existing cash and cash equivalents, investments and cash provided by 
sales of our subscriptions will be sufficient to support working capital and capital expenditure requirements for at 
least the next 12 months. We believe we will meet longer-term expected future cash requirements and obligations, 
through a combination of cash flows from operating activities and available cash and short-term investment 
balances. Our future capital requirements will depend on many factors, including the effects of the COVID-19 
pandemic, our subscription growth rate, subscription renewal activity, including the timing and the amount of cash 
received from customers, the timing and extent of spending to support development efforts, the expansion of sales 
and marketing activities, the introduction of new and enhanced product offerings, and the continuing market 
adoption of our platform. We may in the future enter into arrangements to acquire or invest in complementary 
businesses, services, and technologies. We may be required to seek additional equity or debt financing. In the event 
that we require additional financing, we may not be able to raise such financing on terms acceptable to us or at all. If 
we are unable to raise additional capital or generate cash flows necessary to expand our operations and invest in 
continued innovation, we may not be able to compete successfully, which would harm our business, operations, and 
financial condition. 
A significant majority of our customers pay in advance for our cloud-hosted and term-license software 
subscriptions. Therefore, a substantial source of our cash is from our deferred revenue, which is included in the 
liabilities section of our consolidated balance sheet. Deferred revenue consists of the unearned portion of customer 
billings, which is recognized as revenue in accordance with our revenue recognition policy. As of January 31, 2022, 
we had deferred revenue of $170.2 million, of which $162.9 million was recorded as a current liability and expected 
to be recorded as revenue in the next 12 months, provided all other revenue recognition criteria have been met. 
Cash Flows 
The following table shows a summary of our cash flows for the periods presented: 
Year Ended January 31,  
2022 
2021 
2020 
(in thousands) 
Net cash (used in) provided by operating activities 
$ 
(6,021) $ 
10,095 $ 
(173) 
Net cash provided by (used in) investing activities 
$ 
17,376 $ 
(49,320) $ (232,070) 
Net cash (used in) provided by financing activities 
$ 
(736) $ 
254,367 $ 225,944 
Operating Activities 
Our largest source of operating cash is cash collection from sales of our cloud-hosted and term-license 
software subscriptions to our customers. Our primary uses of cash from operating activities are for personnel 
expenses, marketing expenses and hosting and software expenses. In the last several years, we have had periods in 
which we generated negative cash flows from operating activities and have supplemented working capital 
requirements through net proceeds from both private and public sales of equity securities and issuance of the Notes.

63 
Cash used in operating activities for the fiscal year ended January 31, 2022 of $6.0 million primarily related 
to our net loss of $107.5 million, adjusted for non-cash charges of $103.4 million and net cash outflows of $1.9 
million due to changes in our operating assets and liabilities. Non-cash charges primarily consisted of stock-based 
compensation of $70.0 million, amortization of our deferred contract costs of $14.9 million, depreciation and 
amortization of property and equipment and capitalized implementation costs of $8.4 million, noncash lease expense 
of $4.5 million, other charges relating to accretion of our investments and bad debt expense of $3.8 million, and 
amortization of debt issuance costs of $1.8 million. Changes in operating assets and liabilities reflected cash 
outflows from a $26.2 million increase in deferred contract costs due to commissions paid on new bookings, a $21.6 
million increase in accounts receivable due a combination of timing of cash collections and growth in billings, and 
payments for operating lease liabilities of $5.3 million. These amounts were partially offset by cash outflows from a 
$40.3 million increase in deferred revenue resulting from increased billings for subscriptions, a $6.8 million increase 
in accrued compensation primarily due to increased headcount, a $2.8 million increase in accounts payable and 
accrued expenses and other liabilities and a $1.3 million decrease in prepaid expenses and other assets related to 
timing of payments made in advance for future services. 
Cash provided by operating activities for the fiscal year ended January 31, 2021 of $10.1 million primarily 
related to our net loss of $68.9 million, adjusted for non-cash charges of $74.2 million and net cash inflows of $4.8 
million due to changes in our operating assets and liabilities. Non-cash charges primarily consisted of stock-based 
compensation of $43.2 million, amortization of our deferred contract costs of $11.0 million, amortization of debt 
discount and issuance costs of $7.8 million, depreciation and amortization of property and equipment and capitalized 
implementation costs of $5.3 million, and noncash lease expense of $4.4 million. Changes in operating assets and 
liabilities reflected cash inflows from a $34.7 million increase in deferred revenue resulting from increased billings 
for subscriptions, an $11.2 million increase in accrued compensation primarily due to increased headcount, and a 
$0.5 million decrease in accounts payable and accrued expenses and other liabilities. These amounts were partially 
offset by a $17.6 million increase in accounts receivable due a combination of timing of cash collections and a 
growth in billings, a $16.9 million increase in deferred contract costs due to commissions paid on new bookings, 
payments for operating lease liabilities of $4.1 million, and a $2.0 million increase in prepaid expenses and other 
assets related to timing of payments made in advance for future services. 
Cash used in operating activities for the fiscal year ended January 31, 2020 of $0.2 million primarily related 
to our net loss of $50.3 million, adjusted for non-cash charges of $37.0 million and net cash inflows of $13.2 million 
due to changes in our operating assets and liabilities. Non-cash charges primarily consisted of stock-based 
compensation of $27.2 million, amortization of our deferred contract costs of $7.8 million, and depreciation and 
amortization of property and equipment and capitalized implementation costs of $2.3 million. Changes in operating 
assets and liabilities reflected cash inflows from a $28.5 million increase in deferred revenue, resulting from 
increased billings for subscriptions, a $3.9 million increase in accrued compensation primarily due to employee 
contributions on the ESPP and increased headcount, and a $2.6 million increase in accounts payable and accrued 
expenses and other liabilities. These amounts were partially offset by a $16.0 million increase in deferred contract 
costs due to commissions paid on new bookings, a $3.6 million increase in accounts receivable due to timing of cash 
collections, and an increase of $2.1 million in prepaid expenses and other assets related to prepayments made in 
advance for future services. 
Investing Activities 
Cash provided by investing activities for the fiscal year ended January 31, 2022 of $17.4 million consisted of 
proceeds from maturities and sales of investments of $221.4 million, offset by purchases of investments of $197.1 
million, capitalization of internal use software costs of $3.4 million, and purchases of property and equipment of 
$3.5 million primarily for purchases of computers for new employees and to support office space for our San 
Francisco office.  
Cash used in investing activities for the fiscal year ended January 31, 2021 of $49.3 million consisted of 
purchases of investments of $222.0 million, cash paid for the Rundeck acquisition, net of cash acquired of $49.7 
million, purchases of property and equipment of $4.0 million primarily to support additional office space for our San 
Francisco and Atlanta offices and purchases of computers for new employees, and capitalization of internal use

64 
software costs of $0.8 million. These costs were partially offset by proceeds from maturities and sales of 
investments of $227.2 million. 
Cash used in investing activities for the fiscal year ended January 31, 2020 of $232.1 million consisted of 
purchases of investments of $269.8 million and purchases of property and equipment of $5.2 million primarily to 
support additional office space for our San Francisco and Atlanta offices and purchases of computers for new 
employees. These costs were partially offset by proceeds from maturities of investments of $43.0 million. 
Financing Activities 
Cash used in financing activities for the fiscal year ended January 31, 2022 of $0.7 million consisted 
primarily of $23.6 million in employee payroll taxes related to vesting of restricted stock units, partially offset by 
proceeds from the exercise of stock options of $15.1 million and proceeds from our ESPP of $7.7 million. 
Cash provided by financing activities for the fiscal year ended January 31, 2021 of $254.4 million consisted 
primarily of net proceeds of $278.2 million related to the issuance of the Notes, proceeds from the exercise of stock 
options of $14.1 million, and proceeds from our ESPP of $6.0 million. This was partially offset by purchases of the 
Capped Calls of $35.7 million and $8.2 million in employee payroll taxes related to vesting of restricted stock units. 
Cash provided by financing activities for the fiscal year ended January 31, 2020 of $225.9 million consisted 
primarily of net proceeds from our IPO of $220.1 million after underwriting discounts and commissions, proceeds 
from the exercise of stock options of $7.2 million, and proceeds from our ESPP of $4.1 million. This was partially 
offset by $5.9 million in payments related to costs associated with our initial public offering.  
Contractual Obligations and Commitments 
Our estimated future obligations consist of purchase commitments, principal and interest payments related to 
the Notes, and payments for our leases. As of January 31, 2022, we had non-cancellable purchase commitments with 
certain service providers totaling approximately $64.6 million, principal and interest payments in conjunction with 
the Notes of $300.1 million, and lease payments of $29.1 million. Refer to Note 9, “Commitments and 
Contingencies” for additional information.  
Indemnification Agreements 
In the ordinary course of business, we may agree to indemnify customers, vendors, lessors, business partners, 
and other parties with respect to certain matters, including, but not limited to, losses arising out of the breach of such 
agreements, services to be provided by us, or from intellectual property infringement claims made by third parties. 
As permitted under Delaware law, we have entered into indemnification agreements with our directors and certain 
officers and employees that will require us, among other things, to indemnify them against certain liabilities that 
may arise by reason of their status or service as directors, officers, or employees. No demands have been made upon 
us to provide indemnification under such agreements, and there are no claims that we are aware of that could have a 
material effect on our consolidated balance sheets, consolidated statements of operations and comprehensive loss, or 
consolidated statements of cash flows. 
Critical Accounting Policies and Estimates 
Our consolidated financial statements and the related notes thereto included elsewhere in this Form 10-K are 
prepared in accordance with U.S. generally accepted accounting principles, or U.S. GAAP. The preparation of 
consolidated financial statements also requires us to make estimates and assumptions that affect the reported 
amounts of assets, liabilities, revenue, costs and expenses, and related disclosures. We base our estimates on 
historical experience and on various other assumptions that we believe to be reasonable under the circumstances. 
Actual results could differ significantly from the estimates made by management. To the extent that there are 
differences between our estimates and actual results, our future financial statement presentation, financial condition, 
results of operations, and cash flows will be affected. We believe that the accounting policies described below 
involve a greater degree of judgment and complexity. Accordingly, these are the policies we believe are the most 
critical to aid in fully understanding and evaluating our consolidated financial condition and results of operations.

65 
Revenue Recognition 
We generate revenue primarily from cloud-hosted subscription fees with the majority of our revenue from 
such arrangements. We also generate revenue from term license software subscription fees. Our cloud-hosted 
software subscription arrangements do not provide customers with the right to take possession of the software 
supporting the cloud-based products and, as a result, are accounted for as service arrangements. Revenue is 
recognized when control of these services is transferred to customers, in an amount that reflects the consideration we 
expect to be entitled to in exchange for those services. Subscription revenue excludes sales and other indirect taxes. 
We determine revenue recognition through the following steps: 
•
Identification of the contract, or contracts, with a customer.
•
Identification of the performance obligations in the contract.
•
Determination of the transaction price.
•
Allocation of the transaction price to the performance obligations in the contract.
•
Recognition of revenue when, or as, we satisfy a performance obligation.
Cloud-hosted software subscriptions 
The majority of our cloud-hosted software subscriptions allow customers to use our cloud-hosted software 
over the contract period without taking possession of the software. Our cloud-hosted software subscription 
agreements generally have monthly or annual contractual terms. Revenue related to our cloud-hosted software 
subscriptions is recognized ratably over the related contractual term beginning on the date that our platform is made 
available to a customer. Access to the platform represents a series of distinct services as we continually provide 
access to, and fulfill our obligation to, the end customer over the subscription term. The series of distinct services 
represents a single performance obligation that is satisfied over time. We recognize revenue ratably because the 
customer receives and consumes the benefits of the platform throughout the contract period. 
Term-license software subscriptions 
Our subscriptions sold through our on-premise service are primarily term (or time-based) license 
subscriptions to our platform, which includes both open source and proprietary software as well as support, patches, 
and the right to receive unspecified software updates and upgrades released when and if available during the 
subscription. Our term-license software subscription agreements generally have annual contractual terms. We 
account for the license to the software and support as two separate performance obligations. As the open source 
software is publicly available at no cost to the customer, we have determined that there is no value to be assigned to 
the open source software in our term-license software subscription arrangements. The proprietary software license 
represents a promise to provide a license to use functional intellectual property that is recognized at a point in time 
on the date access to the software is made available to the customer and the term-license software subscription 
period has begun. We have concluded the support is a stand-ready performance obligation that consists of a series of 
distinct services that are satisfied ratably over time as the services are provided. We use a time-based output method 
to measure progress because our efforts are expended evenly throughout the period given the nature of the promise 
is a stand-ready service. We recognize support revenue ratably, typically beginning on the start of the contractual 
term of the arrangement. 
Cloud-hosted and term license software subscriptions 
In order to determine the stand-alone selling price, we conduct a periodic analysis that requires judgment and 
considers multiple factors that are reasonably available and maximizes the use of observable inputs that may vary 
over time depending upon the unique facts and circumstances related to each performance obligation. To have 
observable inputs, we require that a substantial majority of the stand-alone selling prices for a product offering fall 
within a pricing range. If a directly observable stand-alone selling price does not exist, we estimate a stand-alone 
selling price range by reviewing external and internal market factor categories, which may include pricing practices,

66 
historical discounting, industry practices, service groups, and geographic considerations. We believe that these 
analyses result in an estimate that approximates the price we would charge for the performance obligations if they 
were sold separately. 
Our cloud-hosted and term-license software subscription arrangements are generally non-cancellable and do 
not contain refund provisions. We bill for monthly cloud-hosted and term-license software subscriptions on a 
monthly basis and annually in advance for arrangements with terms of one year or more. 
The price of the cloud-hosted and term-license software subscriptions is generally fixed at contract inception 
and therefore, our contracts do not contain a significant amount of variable consideration. As a result, the amount of 
revenue recognized in the periods presented from performance obligations satisfied (or partially satisfied) in 
previous periods due to changes in the transaction price was not material. Subscription revenue excludes sales and 
other indirect taxes. 
Deferred Contract Costs 
Deferred contract costs include sales commissions earned by our sales force which are considered incremental 
and recoverable costs of obtaining a contract with a customer. Sales commissions for initial contracts are deferred 
and then amortized on a straight-line basis over a period of benefit, determined to be four years. Significant 
judgment is required in arriving at this period of benefit. We determined the period of benefit by taking into 
consideration our customer contracts, technology, and other factors. Amounts anticipated to be recognized within 
one year of the balance sheet date are recorded as deferred contract costs, current, with the remaining portion 
recorded as deferred contract costs, noncurrent, on the consolidated balance sheets. Amortization expense of 
deferred contract costs is recorded as sales and marketing expense in the consolidated statements of operations. 
Business Combinations and Valuation of Goodwill and Intangible Assets 
We apply the acquisition method of accounting for business combinations. Under this method of accounting, 
all assets acquired and liabilities assumed are recorded at their respective fair values at the date of the acquisition. 
We allocate the purchase consideration to the net tangible and identifiable intangible assets. Determining the fair 
value of assets acquired and liabilities assumed requires management’s judgment and often involves the use of 
significant estimates and assumptions. These estimates can include, but are not limited to, the cash flows that an 
asset is expected to generate in the future, the appropriate weighted-average cost of capital, and the cost savings 
expected to be derived from acquiring an asset. These estimates are inherently uncertain and unpredictable. 
Goodwill is evaluated for impairment annually in the fourth quarter, and whenever events or changes in 
circumstances indicate the carrying value of goodwill may not be recoverable. Triggering events that may indicate 
impairment include, but are not limited to, a significant adverse change in customer demand or business climate or a 
significant decrease in expected cash flows. Goodwill is evaluated for impairment at the consolidated level, as we 
operate as a single reporting unit. 
Acquired intangible assets consist of identifiable intangible assets, including developed technology, customer 
relationships, and tradename, resulting from our acquisition. Acquired intangible assets are recorded at fair value on 
the date of acquisition and amortized over their estimated useful lives. The carrying amounts of our acquired 
intangible assets are periodically reviewed for impairment whenever events or changes in circumstances indicate 
that the carrying value of these assets may not be recoverable or that the useful life is shorter than originally 
estimated. 
Stock-Based Compensation 
We recognize compensation expense for all stock-based payment awards, including stock options, restricted 
stock units (“RSUs”), and performance stock options (“PSUs”, based on the estimated fair value of the award on the 
grant date.  
We estimate the fair value of stock options issued to employees on the date of grant using the Black-Scholes 
option-pricing model, which is impacted by the estimated fair value of our common stock, as well as certain

67 
assumptions including the expected volatility over the term of the option awards, the expected term of the awards, 
risk-free interest rates, and the expected dividend yield. Assumptions and estimates used in the determination of the 
fair value of stock options are as follows:  
Expected volatility—Expected volatility is a measure of the amount by which the stock price is expected to 
fluctuate. Since we do not have sufficient trading history of our common stock, we estimate the expected 
volatility of our stock options by taking the average historical volatility of a group of comparable publicly 
traded companies over a period equal to the expected life of the options. 
Expected term—We determine the expected term based on the average period the stock options are expected 
to remain outstanding, generally calculated as the midpoint of the stock options’ vesting term and contractual 
expiration period, as we do not have sufficient historical information to develop reasonable expectations 
about future exercise patterns and post-vesting employment termination behavior. 
Risk-free rate—We use the U.S. Treasury yield for our risk-free interest rate that corresponds with the 
expected term. 
Expected dividend yield—We utilize a dividend yield of zero, as we do not currently issue dividends, nor do 
we expect to do so in the future. 
We estimate the fair value of RSUs and PSUs at our stock price on the grant date. 
We estimate the fair value of shares to be issued under the ESPP on the first day of the offering period using 
the Black-Scholes valuation model, which is impacted by the estimated fair value of our common stock, as well as 
certain assumptions including the expected volatility over the term of the offering period, the expected term of the 
awards, risk-free interest rates and the expected dividend yield. Assumptions used in the determination of the fair 
value of the ESPP are the same as those used in the determination of the fair value of our stock options.  
We generally recognize compensation expense for employee stock-based payment awards on a straight-line 
basis over the period during which an award recipient is required to provide services in exchange for the award 
(generally the vesting period of the award), with the exception of PSUs which are recognized using the accelerated 
attribution method and based on management’s judgment around the probability of achievement of a performance 
condition. We account for forfeitures as they occur.  
The fair value of each non-employee stock option is estimated at the date of grant using the Black-Scholes 
option pricing model and is not remeasured over the vesting term. Assumptions used in valuing non-employee stock 
options are generally consistent with those used for employee stock options with the exception that the expected 
term is over the contractual life. 
Recently Issued and Adopted Accounting Pronouncements 
For further information on our recently adopted accounting pronouncements, refer to Note 2, “Summary of 
Significant Accounting Policies” in the consolidated financial statements contained within this Form 10-K. 
Item 7A. Quantitative and Qualitative Disclosures About Market Risk 
Interest Rate Risk 
As of January 31, 2022, we had cash, cash equivalents and investments totaling $543.4 million, invested in 
money market funds, U.S. Treasury securities, commercial paper, and corporate debt securities. Our cash and cash 
equivalents are held for working capital purposes. Our investments are made for capital preservation purposes. We 
do not enter into investments for trading or speculative purposes. 
Our investments classified as available-for-sale investments, including those with stated maturities beyond 
twelve months, are classified as short-term based on their highly liquid nature and because they represent the 
investment of cash that is available for current operations. In addition, we may sell these investments at any time for

68 
use in its current operations or for other purposes, even prior to maturity. As of January 31, 2022, our available-for-
sale investments are recorded as current on our consolidated balance sheets. 
In June 2020, we issued the Notes with an aggregate principal amount of $287.5 million. The Notes have a 
fixed annual interest rate of 1.25%; accordingly, we do not have economic interest rate exposure on the Notes. 
However, the fair market value of the Notes is exposed to interest rate risk. Generally, the fair market value of the 
fixed interest rate of the Notes will increase as interest rates fall and decrease as interest rates rise. In addition, the 
fair market value of the Notes fluctuates when the market price of our common stock fluctuates. The fair market 
value was determined based on the quoted bid price of the Notes in an over-the-counter market on the last trading 
day of the reporting period. Refer to Note 4, “Fair Value Measurements” to our consolidated financial statements for 
more information. 
As of January 31, 2022, a hypothetical 10% relative change in interest rates would not have a material impact 
on our consolidated financial statements. 
Foreign Currency Exchange Risk 
Our reporting currency and the functional currency of our wholly owned foreign subsidiaries is the U.S. 
dollar. Primarily all of our sales are denominated in U.S. dollars, and therefore substantially all of our revenue is not 
currently subject to significant foreign currency risk. Our operating expenses are denominated in the currencies of 
the countries in which our operations are located, which are primarily in the United States, Canada, the United 
Kingdom, Australia, and Switzerland. Our consolidated results of operations and cash flows are, therefore, subject to 
fluctuations due to changes in foreign currency exchange rates and may be adversely affected in the future due to 
changes in foreign exchange rates. To date, we have not entered into any hedging arrangements with respect to 
foreign currency risk or other derivative financial instruments, although we may choose to do so in the future. We do 
not believe that a hypothetical 10% increase or decrease in the relative value of the U.S. dollar to other currencies 
would have a material effect on our operating results. 
Item 8. Financial Statements and Supplementary Data 
PAGERDUTY, INC. 
Index to Consolidated Financial Statements 
Page No. 
Reports of Independent Registered Public Accounting Firm (PCAOB ID: 42) 
69 
Consolidated Financial Statements 
73 
Consolidated Balance Sheets 
73 
Consolidated Statements of Operations and Comprehensive Loss 
74 
75 
77 
Consolidated Statements of Redeemable Convertible Preferred Stock and 
Stockholders’ Equity (Deficit) 
Consolidated Statements of Cash Flows 
Notes to Consolidated Financial Statements 
79

69 
Report of Independent Registered Public Accounting Firm 
To the Stockholders and the Board of Directors of PagerDuty, Inc. 
Opinion on the Financial Statements 
We have audited the accompanying consolidated balance sheets of PagerDuty, Inc. (the Company) as of January 31, 
2022 and 2021, the related consolidated statements of operations and comprehensive loss, redeemable convertible 
preferred stock and stockholders’ equity (deficit), and cash flows for each of the three years in the period ended 
January 31, 2022, and the related notes (collectively referred to as the “consolidated financial statements”). In our 
opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the 
Company at January 31, 2022 and 2021, and the results of its operations and its cash flows for each of the three 
years in the period ended January 31, 2022, in conformity with U.S. generally accepted accounting principles.  
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United 
States) (PCAOB), the Company's internal control over financial reporting as of January 31, 2022, based on criteria 
established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the 
Treadway Commission (2013 framework) and our report dated March 17, 2022 expressed an unqualified opinion 
thereon. 
Adoption of ASU No. 2020-06 
As discussed in Note 2 to the consolidated financial statements, the Company changed its method for accounting for 
convertible debt effective February 1, 2021, due to the adoption of Accounting Standards Update (ASU) No. 2020-
06. 
Basis for Opinion 
These financial statements are the responsibility of the Company's management. Our responsibility is to express an 
opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with 
the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal 
securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the 
PCAOB.  
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and 
perform the audit to obtain reasonable assurance about whether the financial statements are free of material 
misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of 
material misstatement of the financial statements, whether due to error or fraud, and performing procedures that 
respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and 
disclosures in the financial statements. Our audits also included evaluating the accounting principles used and 
significant estimates made by management, as well as evaluating the overall presentation of the financial statements. 
We believe that our audits provide a reasonable basis for our opinion. 
Critical Audit Matters 
The critical audit matter communicated below is a matter arising from the current period audit of the financial 
statements that was communicated or required to be communicated to the audit committee and that: (1) relates to 
accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, 
subjective, or complex judgments. The communication of the critical audit matter does not alter in any way our 
opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical 
audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to 
which it relates.

PAGERDUTY, INC. 
Report of Independent Registered Public Accounting Firm 
70 
Revenue Recognition 
Description of the 
Matter 
The Company’s revenue totaled $281.4 million for the year ended January 31, 2022. As 
described in Note 2 to the consolidated financial statements, the Company primarily 
generates revenue from cloud-hosted subscription fees, with the majority of its revenue 
recognized from such arrangements. In order to recognize revenue, the Company evaluates 
whether promises made to customers represent distinct performance obligations, the 
appropriate measure of the transfer of control and when the transfer of control has occurred. 
These assessments can require significant judgment, particularly when contracts include 
non-standard terms.  
Auditing the Company’s accounting for revenue recognition was complex because certain 
of the Company’s revenue agreements contained non-standard contractual terms that 
required significant auditor judgement to determine if distinct performance obligations were 
created. The proper identification of performance obligations in the Company’s revenue 
arrangements could have a significant impact on the timing of revenue recognition and the 
disclosures.  
How We Addressed 
the Matter in Our 
Audit 
We obtained an understanding, evaluated the design, and tested the operating effectiveness 
of controls over the Company's process to identify and evaluate performance obligations 
including identification and consideration of non-standard contractual terms, the transaction 
price, and the measure of progress of the transfer of control. 
Our audit procedures included, among others, reading a sample of contracts and evaluating 
whether management appropriately identified and considered terms within those documents 
that would affect revenue recognition, and testing the Company’s evaluation of standalone 
selling price for its performance obligations. We also evaluated the completeness and 
accuracy of the underlying data used in management’s determination of standalone selling 
price and the recorded deferred revenue and revenue amounts.   
/s/ Ernst & Young LLP 
We have served as the Company’s auditor since 2015. 
San Francisco, California 
March 17, 2022

PAGERDUTY, INC. 
Report of Independent Registered Public Accounting Firm 
71 
To the Stockholders and the Board of Directors of PagerDuty, Inc. 
Opinion on Internal Control Over Financial Reporting 
We have audited PagerDuty, Inc.’s internal control over financial reporting as of January 31, 2022, based on the 
criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations 
of the Treadway Commission 2013 framework (the COSO criteria). In our opinion, PagerDuty, Inc. (the Company) 
maintained, in all material respects, effective internal control over financial reporting as of January 31, 2022, based 
on the COSO criteria.  
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United 
States) (PCAOB), the consolidated balance sheets of the Company as of January 31, 2022 and 2021, the related 
consolidated statements of operations and comprehensive loss, redeemable convertible preferred stock and 
stockholders’ equity (deficit), and cash flows for each of the three years in the period ended January 31, 2022, and 
the related notes and our report dated March 17, 2022 expressed an unqualified opinion thereon. 
Basis for Opinion 
The Company’s management is responsible for maintaining effective internal control over financial reporting and for 
its assessment of the effectiveness of internal control over financial reporting included in the accompanying 
Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on 
the Company’s internal control over financial reporting based on our audit. We are a public accounting firm 
registered with the PCAOB and are required to be independent with respect to the Company in accordance with the 
U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and 
the PCAOB. 
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and 
perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting 
was maintained in all material respects. 
Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a 
material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on 
the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We 
believe that our audit provides a reasonable basis for our opinion. 
Definition and Limitations of Internal Control Over Financial Reporting 
A company’s internal control over financial reporting is a process designed to provide reasonable assurance 
regarding the reliability of financial reporting and the preparation of financial statements for external purposes in 
accordance with generally accepted accounting principles. A company’s internal control over financial reporting 
includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, 
accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable 
assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance 
with generally accepted accounting principles, and that receipts and expenditures of the company are being made 
only in accordance with authorizations of management and directors of the company; and (3) provide reasonable 
assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s 
assets that could have a material effect on the financial statements. 
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. 
Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become 
inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may 
deteriorate.

PAGERDUTY, INC. 
Report of Independent Registered Public Accounting Firm 
72 
/s/ Ernst & Young LLP 
San Francisco, California 
March 17, 2022

73 
PAGERDUTY, INC. 
Consolidated Balance Sheets 
(in thousands) 
As of January 31,  
2022 
2021 
Assets 
Current assets: 
Cash and cash equivalents 
$ 
349,785 
$ 
339,166 
Investments 
193,571 
221,112 
Accounts receivable, net of allowance for credit losses of $1,809 and $1,188 as of January 31, 2022 
and January 31, 2021, respectively 
75,279 
55,119 
Deferred contract costs, current 
16,672 
12,330 
Prepaid expenses and other current assets 
9,777 
10,587 
Total current assets 
645,084 
638,314 
Property and equipment, net 
18,229 
12,639 
Deferred contract costs, non-current 
26,159 
19,257 
Lease right-of-use assets 
20,227 
24,691 
Goodwill 
72,126 
72,126 
Intangible assets, net 
23,133 
26,633 
Other assets 
1,490 
1,783 
Total assets 
$ 
806,448 
$ 
795,443 
Liabilities and stockholders’ equity 
Current liabilities: 
Accounts payable 
$ 
9,505 
$ 
5,747 
Accrued expenses and other current liabilities 
13,640 
9,627 
Accrued compensation 
35,327 
28,372 
Deferred revenue, current 
162,881 
123,686 
Lease liabilities, current 
5,637 
5,262 
Total current liabilities 
226,990 
172,694 
Convertible senior notes, net 
281,069 
217,528 
Deferred revenue, non-current 
7,343 
6,286 
Lease liabilities, non-current 
20,912 
26,542 
Other liabilities 
3,159 
5,666 
Total liabilities 
539,473 
428,716 
Commitments and contingencies (Note 9) 
Stockholders’ equity: 
Common stock, $0.000005 par value per share: 1,000,000,000 shares authorized as of January 31, 
2022 and 2021; 86,758,380 and 82,882,424 shares issued and outstanding as of January 31, 2022 
and 2021, respectively 
— 
— 
Additional paid-in capital 
616,467 
614,494 
Accumulated other comprehensive (loss) income 
(669) 
343 
Accumulated deficit 
(348,823) 
(248,110) 
Total stockholders’ equity 
266,975 
366,727 
Total liabilities and stockholders’ equity 
$ 
806,448 
$ 
795,443 
See Notes to Consolidated Financial Statements

74 
PAGERDUTY, INC. 
Consolidated Statements of Operations and Comprehensive Loss 
(in thousands, except per share data)   
Year Ended January 31, 
2022 
2021 
2020 
Revenue 
$ 
281,396 
$ 
213,556 
$ 
166,351 
Cost of revenue 
48,361 
30,686 
24,579 
Gross profit 
233,035 
182,870 
141,772 
Operating expenses: 
Research and development 
95,690 
64,566 
49,011 
Sales and marketing 
161,624 
122,155 
97,350 
General and administrative 
77,432 
62,431 
50,970 
Total operating expenses 
334,746 
249,152 
197,331 
Loss from operations 
(101,711) 
(66,282) 
(55,559) 
Interest income 
2,946 
4,232 
5,692 
Interest expense
(5,398)
(9,965)
— 
Other (expense) income, net 
(2,757) 
(794) 
203 
Loss before (provision for) benefit from income taxes 
(106,920) 
(72,809) 
(49,664) 
(Provision for) benefit from income taxes 
(535) 
3,906 
(675) 
Net loss 
$ 
(107,455) $ 
(68,903) $ 
(50,339) 
Other comprehensive gain: 
Unrealized (loss) gain on investments 
(1,012) 
206 
137 
Total comprehensive loss 
$ 
(108,467) $ 
(68,697) $ 
(50,202) 
Net loss per share, basic and diluted 
$ 
(1.27) $ 
(0.87) $ 
(0.77) 
Weighted average shares used in calculating net loss per share, basic and 
diluted 
84,514 
79,614 
65,544 
See Notes to Consolidated Financial Statements

PAGERDUTY, INC. 
Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders’ Equity (Deficit) 
(in thousands, except share data) 
Redeemable Convertible
Preferred Stock
Common Stock
Additional
Paid-in
Capital
Accumulated 
Other 
Comprehensive 
Income
Accumulated 
Deficit
Total 
Stockholders
’ 
Equity 
(D fi it)
Shares
Amount
Shares
Amount
Balances as of January 31, 2019
41,273,345 
$ 
173,023 
23,189,921 
$ 
— 
$ 
59,938 
$ 
— 
$ 
(128,868)
$ 
(68,930)
Issuance of common stock upon exercise of stock options and restricted 
stock agreements, net of repurchases
— 
— 
2,519,899 
— 
7,187 
— 
— 
7,187 
Vesting of restricted stock units, net of shares withheld for employee payroll 
taxes
— 
— 
1,293 
— 
(16)
— 
— 
(16)
Exercise of common stock warrants
— 
— 
737,807 
— 
— 
— 
— 
— 
Repayment of promissory note
— 
— 
— 
— 
515 
— 
— 
515 
Issuance of common stock in connection with initial public offering, net of 
underwriting discounts and issuance costs
— 
— 
9,860,500 
— 
213,697 
— 
— 
213,697 
Conversion of convertible preferred stock to common stock in connection 
with initial public offering
(41,273,345)
(173,023)
41,273,345 
— 
173,023 
— 
— 
173,023 
Issuance of common stock in connection with the Employee Stock Purchase 
Plan
— 
— 
210,775 
— 
4,117 
— 
— 
4,117 
Vesting of early exercised options
— 
— 
— 
— 
1,342 
— 
— 
1,342 
Stock-based compensation
— 
— 
— 
— 
27,205 
— 
— 
27,205 
Other comprehensive income
— 
— 
— 
— 
— 
137 
137 
Net loss
— 
— 
— 
— 
— 
— 
(50,339)
(50,339)
Balances as of January 31, 2020
— 
$ 
— 
77,793,540 
$ 
— 
$ 
487,008 
$ 
137 
$ 
(179,207)
$ 
307,938 
Issuance of common stock upon exercise of stock options and restricted 
stock agreements, net of repurchases
— 
— 
2,908,262 
— 
14,107 
— 
— 
14,107 
Vesting of restricted stock units, net of shares withheld for employee payroll 
taxes
— 
— 
379,129 
— 
(8,207)
— 
— 
(8,207)
Vesting of early exercised options
— 
— 
— 
— 
507 
— 
— 
507 
Equity component of convertible senior notes, net of issuance costs
— 
— 
— 
— 
68,478 
— 
— 
68,478 
Purchases of capped calls related to convertible senior notes
— 
— 
— 
— 
(35,708)
— 
— 
(35,708)
Shares issued related to a business combination
— 
— 
1,499,651 
— 
38,936 
— 
— 
38,936 
Issuance of common stock in connection with the Employee Stock Purchase 
Plan
— 
— 
301,842 
— 
5,986 
— 
— 
5,986 
Stock-based compensation
— 
— 
— 
— 
43,387 
— 
— 
43,387 
Other comprehensive income
— 
— 
— 
— 
— 
206 
— 
206 
Net loss
— 
— 
— 
— 
— 
— 
(68,903)
(68,903)
Balances as of January 31, 2021
— 
$ 
— 
82,882,424 
$ 
— 
$ 
614,494 
$ 
343 
$ 
(248,110)
$ 
366,727 
Cumulative effect adjustment due to adoption of ASU 2020-06 (Note 2)
— 
— 
— 
— 
(68,478)
— 
6,742 
(61,736)
Issuance of common stock upon exercise of stock options and restricted 
stock agreements, net of repurchases
— 
— 
2,603,432 
— 
15,099 
— 
— 
15,099 
Vesting of restricted stock units, net of shares withheld for employee payroll 
taxes
— 
— 
925,400 
— 
(23,586)
— 
— 
(23,586)
Shares issued related to a business combination
— 
— 
2,073 
— 
— 
— 
— 
— 
Issuance of common stock in connection with the Employee Stock Purchase 
Plan
— 
— 
345,051 
— 
7,742 
— 
— 
7,742 
Stock-based compensation
— 
— 
— 
— 
71,196 
— 
— 
71,196 
Other comprehensive income
— 
— 
— 
— 
— 
(1,012)
— 
(1,012)
Net loss
— 
— 
— 
— 
— 
— 
(107,455)
(107,455)
Balances as of January 31, 2022
— 
$ 
— 
86,758,380 
$ 
— 
$ 
616,467 
$ 
(669)
$ 
(348,823)
$ 
266,975 
75

See Notes to Consolidated Financial Statements
76

77 
PAGERDUTY, INC. 
Consolidated Statements of Cash Flows 
(in thousands) 
Year Ended January 31,  
2022 
2021 
2020 
Cash flows from operating activities 
Net loss 
$ 
(107,455) $ 
(68,903) $ 
(50,339) 
Adjustments to reconcile net loss to net cash (used in) provided by 
operating activities:
Depreciation and amortization 
8,356 
5,270 
2,337 
Amortization of deferred contract costs 
14,923 
10,977 
7,780 
Stock-based compensation 
70,033 
43,231 
27,205 
Amortization of debt discount and issuance costs(1) 
1,805 
7,808 
— 
Noncash lease expense 
4,464 
4,398 
— 
Other 
3,770 
2,518 
(331) 
Changes in operating assets and liabilities: 
Accounts receivable 
(21,594) 
(17,637) 
(3,601) 
Deferred contract costs 
(26,167) 
(16,876) 
(15,996) 
Prepaid expenses and other assets 
1,279 
(2,022) 
(2,112) 
Accounts payable 
2,901 
316 
(1,110) 
Accrued expenses and other liabilities 
(99) 
(810) 
3,668 
Accrued compensation 
6,766 
11,184 
3,861 
Deferred revenue 
40,252 
34,723 
28,465 
Lease liabilities 
(5,255) 
(4,082) 
— 
Net cash (used in) provided by operating activities 
(6,021) 
10,095 
(173) 
Cash flows from investing activities 
Purchases of property and equipment 
(3,457) 
(4,038) 
(5,174) 
Capitalized internal-use software costs 
(3,353) 
(810) 
— 
Business acquisition, net of cash acquired
(160)
(49,656)
— 
Purchases of held-to-maturity investments 
— 
— 
(45,736) 
Proceeds from maturities of held-to-maturity investments 
— 
28,040 
17,950 
Purchases of available-for-sale investments 
(197,093) 
(222,042) 
(224,110) 
Proceeds from maturities of available-for-sale investments 
194,059 
189,901 
25,000 
Proceeds from sales of available-for-sale investments 
27,380 
9,285 
— 
Net cash provided by (used in) investing activities 
17,376 
(49,320) 
(232,070) 
Cash flows from financing activities 
Proceeds from issuance of convertible senior notes, net of issuance 
costs paid of $9,302 
— 
278,198 
— 
Purchases of capped calls related to convertible senior notes 
— 
(35,708) 
— 
Proceeds from initial public offering, net of underwriters' discounts 
and commissions
— 
— 
220,086 
Payments of costs related to initial public offering 
— 
— 
(5,945) 
Proceeds from repayment of promissory note 
— 
— 
515 
Proceeds from issuance of common stock upon exercise of stock 
options
15,108 
14,098 
7,187 
Proceeds from Employee Stock Purchase Plan 
7,742 
5,986 
4,117 
Employee payroll taxes paid related to net share settlement of 
restricted stock units 
(23,586)
(8,207)
(16)
Net cash (used in) provided by financing activities 
(736) 
254,367 
225,944 
Net increase (decrease) in cash, cash equivalents, and restricted cash 
10,619 
215,142 
(6,299) 
Cash, cash equivalents, and restricted cash at beginning of period 
339,166 
124,024 
130,323 
Cash, cash equivalents, and restricted cash at end of period 
$ 
349,785 
$ 
339,166 
$ 
124,024 
______________ 
(1)
During the first quarter of fiscal 2022, the Company early adopted ASU 2020-06 which resulted in the elimination of
amortization of debt discount on our 1.25% Convertible Senior Notes (the “Notes”) from February 1, 2021.

78 
Year Ended January 31, 
2022 
2021 
2020 
Supplemental cash flow data: 
Cash paid for interest 
$ 
1,797  $ 
1,857  $ 
—  
Cash paid for taxes 
$ 
324  $ 
4  $ 
73  
Non-cash investing and financing activities: 
Vesting of early exercised options 
$ 
—  $ 
507  $ 
1,342  
Fair value of common stock issued as consideration for a business 
combination 
$ 
—  $ 
38,936  $ 
—  
Purchase of property and equipment, accrued but not yet paid 
$ 
2,666  $ 
572  $ 
1,463  
Payments related to a business acquisition, accrued but not yet paid 
$ 
—  $ 
160  $ 
—  
Stock-based compensation capitalized in internal use software 
$ 
1,163  $ 
156  $ 
—  
Non-cash additions of property and equipment 
$ 
—  $ 
—  $ 
2,212  
See Notes to Consolidated Financial Statements

PAGERDUTY, INC. 
Notes to Consolidated Financial Statements 
79 
1. Description of Business and Basis of Presentation
Description of Business 
PagerDuty, Inc. was incorporated under the laws of the state of Delaware in May 2010. 
PagerDuty is a digital operations management platform that manages urgent and mission-critical work for a 
modern, digital business. PagerDuty collects data and digital signals from virtually any software-enabled system or 
device and leverage powerful machine learning to correlate, process, and predict opportunities and issues. Using 
incident response, event management, and automation, we bring together the right people with the right information 
so they can resolve issues and act on opportunities in minutes or seconds from wherever they are.  
As used herein, “PagerDuty”, “we”, “our”, “the Company” and similar terms include PagerDuty, Inc., unless 
the context indicates otherwise. 
Initial Public Offering 
On April 15, 2019, the Company completed its initial public offering (“IPO”), pursuant to which the 
Company issued and sold 9,860,500 shares of common stock, inclusive of the over-allotment option, at a public 
offering price of $24.00 per share. The Company received net proceeds of $213.7 million, after deducting 
underwriters' discounts and commissions of $16.6 million and other issuance costs of $6.4 million. Immediately 
prior to the closing of the Company’s IPO, all shares of the redeemable convertible preferred stock automatically 
converted into 41,273,345 shares of common stock. 
Basis of Presentation 
The accompanying consolidated financial statements have been prepared in accordance with U.S. generally 
accepted accounting principles (“GAAP”) and include the consolidated accounts of PagerDuty. All intercompany 
balances and transactions have been eliminated upon consolidation. The Company’s fiscal year ends on January 31. 
References to fiscal 2022, for example, refer to the fiscal year ended January 31, 2022. 
Use of Estimates 
The preparation of financial statements in conformity with GAAP requires management to make, on an 
ongoing basis, estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of 
contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of 
revenue and expenses during the reporting periods. Actual results could differ from these estimates. The Company’s 
most significant estimates and judgments involve the fair value of stock awards, period of benefit for amortizing 
deferred contract costs, the determination of the allowance for credit losses, the provision for income taxes, 
including the related valuation allowance and any uncertain tax positions, fair value of acquired assets and assumed 
liabilities, impairment of goodwill and intangible assets, the incremental borrowing rate for lease liabilities, and 
estimates related to our revenue recognition, such as the assessment of performance obligations in our revenue 
arrangements and the fair value assigned to each performance obligation, among others. Management bases its 
estimates on historical experience and on various other assumptions which management believes to be reasonable, 
the results of which form the basis for making judgments about the carrying values of assets and liabilities. 
In December 2019, the novel coronavirus and resulting disease (“COVID-19”) was reported and in March 
2020 the World Health Organization declared it a pandemic. The Company considered the impact of COVID-19 on 
the assumptions and estimates used and determined that there were no material adverse impacts on the consolidated 
financial statements during the years ended January 31, 2022 and 2021. As events continue to evolve and additional 
information becomes available, our assumptions and estimates may change materially in future periods.

PAGERDUTY, INC. 
Notes to Consolidated Financial Statements 
80 
2. Summary of Significant Accounting Policies
Segment Information
The Company manages its operations and allocates resources as one operating segment. The Company’s chief 
operating decision maker (“CODM”) is its chief executive officer, who reviews financial information presented on a 
consolidated basis for purposes of making operating decisions, assessing financial performance, and allocating 
resources. Refer to Note 14, “Geographic Information” for information regarding the Company's long-lived assets 
and revenue by geography. 
Revenue Recognition 
The Company generates revenue primarily from cloud-hosted subscription fees with the majority of its 
revenue from such arrangements. The Company also generates revenue from term-license software subscription 
fees. Revenue is recognized when control of these services is transferred to its customers, in an amount that reflects 
the consideration the Company expects to be entitled to in exchange for those services. 
The Company accounts for revenue contracts with customers by applying the requirements of Topic 606, 
which includes the following steps:  
•
Identification of the contract, or contracts, with a customer.
•
Identification of the performance obligations in the contract.
•
Determination of the transaction price.
•
Allocation of the transaction price to the performance obligations in the contract.
•
Recognition of revenue when, or as, the Company satisfies a performance obligation.
Cloud-hosted software subscriptions 
The Company’s cloud-hosted software subscriptions allow customers to use its cloud-hosted software over 
the contract period without taking possession of the software. The Company’s cloud-hosted software subscription 
agreements generally have monthly or annual contractual terms. Revenue related to our cloud-hosted software 
subscriptions is recognized ratably over the related contractual term beginning on the date that the Company’s 
platform is made available to a customer. Access to the platform represents a series of distinct services as the 
Company continually provides access to, and fulfills its obligation to, the end customer over the subscription term. 
The series of distinct services represents a single performance obligation that is satisfied over time. The Company 
recognizes revenue ratably because the customer receives and consumes the benefits of the platform throughout the 
contract period.  
Term-license software subscriptions 
The Company’s term license software subscriptions provide both an obligation to provide access to its on-
premise software, which includes both open source and proprietary features, as well as an obligation to provide 
support and maintenance. The Company’s term-license software subscription agreements generally have annual 
contractual terms. The Company accounts for the license to the software and support as two separate performance 
obligations. As the open source software is publicly available at no cost to the customer, the Company has 
determined that there is no value to be assigned to the open source software in the term-license software subscription 
arrangements. The proprietary software license represents a promise to provide a license to use functional 
intellectual property that is recognized at a point in time on the date access to the software is made available to the 
customer and the term-license software subscription period has begun. The Company has concluded the support is a 
stand-ready performance obligation that consists of a series of distinct services that are satisfied ratably over time as 
the services are provided. The Company uses a time-based output method to measure progress because efforts are

PAGERDUTY, INC. 
Notes to Consolidated Financial Statements 
81 
expended evenly throughout the period given the nature of the promise is a stand-ready service. The Company 
recognizes support revenue ratably, typically beginning on the start of the contractual term of the arrangement. 
Cloud-hosted and term license software subscriptions 
In order to determine the stand-alone selling price, the Company conducts a periodic analysis that requires 
judgment and considers multiple factors that are reasonably available and maximizes the use of observable inputs 
that may vary over time depending upon the unique facts and circumstances related to each performance obligation. 
To have observable inputs, the Company requires that a substantial majority of the stand-alone selling prices for a 
product offering fall within a pricing range. If a directly observable stand-alone selling price does not exist, the 
Company estimates a stand-alone selling price range by reviewing external and internal market factor categories, 
which may include pricing practices, historical discounting, industry practices, service groups, and geographic 
considerations. The Company believes that these analyses result in an estimate that approximates the price the 
Company would charge for the performance obligations if they were sold separately. 
The Company’s cloud-hosted and term-license software subscription arrangements are generally non-
cancellable and do not contain refund provisions. The Company bills for monthly cloud-hosted and term-license 
software subscriptions on a monthly basis and annually in advance for arrangements with terms of one year or more. 
The price of the cloud-hosted and term-license software subscriptions is generally fixed at contract inception 
and therefore, the Company’s contracts do not contain a significant amount of variable consideration. As a result, the 
amount of revenue recognized in the periods presented from performance obligations satisfied (or partially satisfied) 
in previous periods due to changes in the transaction price was not material. The Company’s revenue excludes sales 
and other indirect taxes. 
Accounts Receivable and Related Allowance for Credit Losses 
Accounts receivable are recorded at the invoiced amount, net of allowances for credit losses. The allowance is 
based upon historical loss patterns, customer credit quality, the age of each past due invoice, and an evaluation of the 
potential risk of loss associated with delinquent accounts. The allowance also reflects current market conditions and 
reasonable and supportable forecasts of future economic conditions. As of January 31, 2022, the allowance reflects 
considerations related to the COVID-19 pandemic. The allowance for credit losses was $1.8 million and 
$1.2 million as of January 31, 2022 and January 31, 2021.  
Activity related to the Company’s allowance for credit losses on accounts receivable was as follows: 
Amount 
(in thousands) 
Balance as of January 31, 2020 
$ 
810 
Charged to bad debt expense 
1,188 
Write-offs, net of recoveries 
(810) 
Balance as of January 31, 2021 
$ 
1,188 
Charged to bad debt expense 
1,099 
Write-offs, net of recoveries 
(478) 
Balance as of January 31, 2022 
$ 
1,809 
Deferred Revenue 
The Company records contract liabilities to deferred revenue when amounts are invoiced in advance of 
performance. Deferred revenue consists of the unearned portion of customer billings. The Company’s payment 
terms generally provide for payment within 30 days of the invoice date. Amounts anticipated to be recognized

PAGERDUTY, INC. 
Notes to Consolidated Financial Statements 
82 
within one year of the balance sheet date are recorded as deferred revenue, current; the remaining portion is recorded 
as deferred revenue, non-current in the consolidated balance sheets.  
The Company applied the practical expedient in Topic 606 and did not evaluate contracts of one year or less 
for the existence of a significant financing component. For contracts with terms of more than a year, the Company 
has determined its contracts generally do not include a significant financing component as these all relate to 
contracts that are billed annually in advance. The primary purpose of the Company’s invoicing terms is to provide 
customers with simplified and predictable ways of purchasing the Company’s cloud- hosted software subscription, 
not to receive financing from its customers or to provide customers with financing. 
Deferred Contract Costs 
Deferred contract costs consist of sales commissions earned by the Company’s sales force which are 
considered incremental and recoverable costs of obtaining a contract with a customer. The Company determined that 
sales commissions that are related to contract renewals are not commensurate with commissions earned on the initial 
contract. Accordingly, sales commissions for initial contracts are deferred and then amortized on a straight-line basis 
over a period of benefit that the Company has determined to be four years. The Company determined the period of 
benefit by taking into consideration its customer contracts, technology, and other factors. Amounts anticipated to be 
recognized within one year of the balance sheet date are recorded as deferred contract costs, current; the remaining 
portion is recorded as deferred contract costs, noncurrent in the consolidated balance sheets. Deferred contract costs 
are periodically reviewed for impairment. Amortization of deferred contract costs is included in sales and marketing 
expense in the consolidated statements of operations. 
Deferred contract costs on the Company’s consolidated balance sheets were $42.8 million and $31.6 million 
as of January 31, 2022 and 2021, respectively. Amortization expense was $14.9 million, $11.0 million, and $7.8 
million for the fiscal years ended January 31, 2022, 2021, and 2020, respectively. There was no impairment loss in 
relation to the costs capitalized for the periods presented. 
The following table represents a rollforward of the Company’s deferred contract costs: 
Amount 
(in thousands) 
Balance as of January 31, 2020 
$ 
25,688 
Additions to deferred contract costs 
16,876 
Amortization of deferred contract costs 
(10,977) 
Balance as of January 31, 2021 
$ 
31,587 
Additions to deferred contract costs 
26,167 
Amortization of deferred contract costs 
(14,923) 
Balance as of January 31, 2022 
$ 
42,831 
Concentrations of Risk and Significant Customers 
The Company’s financial instruments that are exposed to concentrations of credit risk consist primarily of 
cash and cash equivalents, available-for-sale investments, and accounts receivable. All of the Company’s cash and 
cash equivalents and investments are invested in money market funds, United States (“U.S.”) Treasury securities, 
commercial paper, corporate debt securities, or U.S. Government agency securities that management believes to be 
of high credit quality. 
No single customer accounted for more than 10% of the total accounts receivable balance as of January 31, 
2022 or 2021. No single customer represented 10% or more of revenue for the fiscal years ended January 31, 2022, 
2021, or 2020.

PAGERDUTY, INC. 
Notes to Consolidated Financial Statements 
83 
Cost of Revenue 
Cost of revenue primarily consists of expenses related to providing the Company’s cloud- hosted software 
subscription to customers, including personnel expenses for operations and global support, payments to our third-
party cloud infrastructure providers for hosting the Company’s software, payment processing fees, amortization of 
capitalized internal-use software costs, amortization of acquired developed technology, and allocated overhead costs 
for facilities, information technology, and other allocated overhead costs.  
Foreign Currency Remeasurement 
The functional currency of the Company’s international subsidiaries is the United States dollar. Accordingly, 
monetary balance sheet accounts are remeasured using exchange rates in effect at the balance sheet dates and non-
monetary items are remeasured at historical exchange rates. Revenue and expenses are remeasured at the average 
exchange rates for the period. Foreign currency transaction gains and losses are included in other income, net and 
were not material for the fiscal years ended January 31, 2022, 2021, or 2020. 
Cash and Cash Equivalents 
Cash and cash equivalents consist of cash on hand, highly liquid investments with original maturities of three 
months or less from the date of purchase, and money market funds.  
Investments 
The Company’s investments are classified as available-for-sale and consist of highly liquid investments, 
primarily U.S. Treasury securities, commercial paper, and corporate debt securities. The Company determines the 
appropriate classification of its investments at the time of purchase and reevaluates such designation at each balance 
sheet date.  
The Company periodically evaluates its short-term investments to assess whether those with unrealized loss 
positions are impaired. The Company considers various factors in determining whether to recognize an impairment 
charge, including the extent to which the fair value is less than the Company’s cost basis, the financial condition of 
the issuer and any changes thereto, and the Company’s intent to sell, or whether it is more likely than not that the 
Company will be required to sell, the investment before recovery of the investment’s amortized cost. If the Company 
determines that the investment is impaired, an impairment loss is recognized in earnings equal to the difference 
between the investment’s amortized cost and fair value at such date. Realized gains and losses are reported in other 
income, net, in the consolidated statements of operations. No impairment charges have been recognized to date. 
Available-for-sale 
The Company classifies its available-for-sale investments, including those with stated maturities beyond 
twelve months, as short-term based on their highly liquid nature and because they represent the investment of cash 
that is available for current operations. In addition, the Company may sell these investments at any time for use in its 
current operations or for other purposes, even prior to maturity. The Company's available-for-sale investments are 
recorded at fair market value each reporting period. Unrealized gains and losses on these available-for-sale 
investments are reported as a separate component of accumulated other comprehensive income in the accompanying 
consolidated balance sheet until realized.  
Related Party Transactions 
Certain members of the Company’s Board of Directors serve as directors of, or are executive officers of, and 
in some cases are investors in, companies that are customers or vendors of the Company. The Company recognized 
revenues from the sales of its product to related parties of $2.5 million, $1.1 million and $1.0 million in the fiscal 
years ended January 31, 2022, 2021, and 2020, respectively, and billings of $2.2 million and $1.1 million in the 
fiscal years ended January 31, 2022 and 2021, respectively. Additionally, the Company recognized expenses related 
to purchases $1.2 million and had $1.1 million in cash disbursements to these companies during the fiscal year

PAGERDUTY, INC. 
Notes to Consolidated Financial Statements 
84 
ended January 31, 2021. Other related party transactions were not material for the fiscal years ended January 31, 
2022, 2021, or 2020. 
Property and Equipment, Net 
Property and equipment, net, are stated at cost less accumulated depreciation. Depreciation is recorded using 
the straight-line method over the estimated useful lives of the respective assets, which is generally three to five 
years. Leasehold improvements are depreciated over the shorter of the estimated useful lives of the assets or the 
lease term. 
Property and equipment is reviewed for impairment whenever events or changes in circumstances indicate the 
carrying amount of an asset may not be recoverable. Recoverability of these assets is measured by a comparison of 
the carrying amounts to the future undiscounted cash flows the assets are expected to generate. If property and 
equipment are considered impaired, the impairment to be recognized equals the amount by which the carrying value 
of the asset exceeds its fair value. If the estimated useful life assumption is reduced for any asset, the remaining 
unamortized balance would be amortized or depreciated over the revised estimated useful life.  
Research and Development Expense 
Research and development expenses consist primarily of personnel costs for the Company’s engineering, 
product, and design teams. Additionally, research and development expenses include contractor fees, depreciation of 
equipment used in research and development activities, acquisition-related expenses, and allocated overhead costs. 
Research and development costs are expensed as incurred. 
Internal-Use Software Costs 
The Company evaluates costs related to the development of its platform and certain projects for internal use 
incurred during the application development stage. Costs related to preliminary project activities and post-
implementation activities are expensed as incurred and costs related to the application development stage are 
capitalized. Internal-use software is amortized on a straight-line basis over its estimated useful life, which is 
generally three years. Management evaluates the useful lives of these assets on an annual basis and tests for 
impairment whenever events or changes in circumstances occur that could impact the recoverability of these assets. 
The Company capitalized $4.7 million and $1.0 million during the fiscal years ended January 31, 2022 and 2021. No 
internal-use software costs were capitalized during the fiscal year ended January 31, 2020.  
Business Combinations 
The Company applies the acquisition method of accounting for business combinations. Under this method of 
accounting, all assets acquired and liabilities assumed are recorded at their respective fair values at the date of the 
acquisition. Determining the fair value of assets acquired and liabilities assumed requires management’s judgment 
and often involves the use of significant estimates and assumptions. These estimates can include, but are not limited 
to, the cash flows that an asset is expected to generate in the future, the appropriate weighted-average cost of capital, 
and the cost savings expected to be derived from acquiring an asset.  
Goodwill, Acquired Intangible Assets, and Impairment of Long-Lived Assets 
Goodwill. Goodwill represents the excess purchase consideration of an acquired business over the fair value 
of the net tangible and identifiable intangible assets. Goodwill is evaluated for impairment annually in the fourth 
quarter, and whenever events or changes in circumstances indicate the carrying value of goodwill may not be 
recoverable. Triggering events that may indicate impairment include, but are not limited to, a significant adverse 
change in customer demand or business climate or a significant decrease in expected cash flows. No impairment 
charges were recorded during the fiscal years ended January 31, 2022, 2021, or 2020.

PAGERDUTY, INC. 
Notes to Consolidated Financial Statements 
85 
Acquired Intangible Assets. Acquired intangible assets consist of identifiable intangible assets, primarily 
developed technology and customer relationships, resulting from the Company’s business acquisition. Intangible 
assets are recorded at fair value on the date of acquisition and amortized over their estimated useful lives. 
Impairment of Long-Lived Assets. The carrying amounts of the Company’s long-lived assets, including 
property and equipment, lease right-of-use assets, capitalized internal-use software, and acquired intangible assets, 
are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of these 
assets may not be recoverable or that the useful lives are shorter than originally estimated. Recoverability of these 
assets is measured by a comparison of the carrying amounts to the future undiscounted cash flows the assets are 
expected to generate. If long-lived assets are considered impaired, the impairment to be recognized equals the 
amount by which the carrying value of the asset exceeds its fair value. If the Company reduces the estimated useful 
life assumption for any asset, the remaining unamortized balance would be amortized or depreciated over the revised 
estimated useful life. 
Advertising Costs 
Advertising costs are expensed as incurred and are included in sales and marketing expense. Advertising costs 
were $10.6 million, $10.1 million, and $5.1 million for the years ended January 31, 2022, 2021, and 2020, 
respectively.  
Stock-Based Compensation 
The Company recognizes compensation expense for all stock-based payment awards, including stock options, 
restricted stock units (“RSUs”) and performance stock units (“PSUs”), based on the estimated fair value of the 
award on the grant date.  
The Company estimates the fair value of stock options issued to employees on the date of grant using the 
Black-Scholes option pricing model, which is impacted by the estimated fair value of the Company’s common stock, 
as well as certain assumptions including the expected volatility over the term of the option awards, the expected 
term of the awards, risk-free interest rates and the expected dividend yield. Assumptions and estimates used in the 
determination of the fair value of stock options are as follows: 
Expected volatility—Expected volatility is a measure of the amount by which the stock price is expected to 
fluctuate. Since the Company does not have sufficient trading history for its common stock, it estimates the 
expected volatility of its stock options by taking the average historical volatility of a group of comparable 
publicly traded companies over a period equal to the expected life of the options. 
Expected term—The Company determines the expected term based on the average period the stock options 
are expected to remain outstanding, generally calculated as the midpoint of the stock options’ vesting term 
and contractual expiration period, as the Company does not have sufficient historical information to develop 
reasonable expectations about future exercise patterns and post-vesting employment termination behavior.  
Risk-free rate—The Company uses the U.S. Treasury yield for its risk-free interest rate that corresponds with 
the expected term. 
Expected dividend yield—The Company utilizes a dividend yield of zero, as it does not currently issue 
dividends and does not expect to in the future. 
Fair value of common stock 
The Company estimates the fair value of RSUs and PSUs at our stock price on the grant date. 
The Company estimates the fair value of shares to be issued under the employee stock purchase plan (the 
“ESPP”) on the first day of the offering period using the Black-Scholes valuation model, which is impacted by the 
estimated fair value of the Company’s common stock, as well as certain assumptions including the expected

PAGERDUTY, INC. 
Notes to Consolidated Financial Statements 
86 
volatility over the term of the offering period, the expected term of the awards, risk-free interest rates and the 
expected dividend yield. Assumptions used in the determination of the fair value of the ESPP are the same as those 
used in the determination of the fair value of our stock options.  
The Company generally recognizes compensation expense for employee stock-based payment awards on a 
straight-line basis over the period during which an award recipient is required to provide services in exchange for 
the award (generally the vesting period of the award), with the exception of PSUs which are recognized using the 
accelerated attribution method. The Company accounts for forfeitures as they occur.  
The fair value of each non-employee stock option is estimated at the date of grant using the Black-Scholes 
option pricing model and is not remeasured over the vesting term. Assumptions used in valuing non-employee stock 
options are generally consistent with those used for employee stock options with the exception that the expected 
term is over the contractual life. 
Income Taxes 
The Company accounts for income taxes using the asset and liability method. Under this method, the 
Company recognizes deferred income tax assets and liabilities for the expected future consequences of temporary 
differences between the financial reporting and tax bases of assets and liabilities, as well as for net operating loss 
and tax credit carryforwards. Deferred tax assets and liabilities are measured using the tax rates that are expected to 
apply to taxable income for the years in which those tax assets and liabilities are expected to be realized or settled. 
The Company recognizes the deferred income tax effects of a change in tax rates in the period of enactment. 
The Company records a valuation allowance to reduce its deferred tax assets to the net amount that it believes 
is more likely than not to be realized. The Company considers all available evidence, both positive and negative, 
including historical levels of income, expectations and risks associated with estimates of future taxable income and 
ongoing tax planning strategies in assessing the need for a valuation allowance. Realization of its deferred tax assets 
is dependent primarily upon future U.S. taxable income. 
The Company recognizes income tax benefits from uncertain tax positions only if it believes that it is more 
likely than not that the tax position will be sustained upon examination by the taxing authorities based on the 
technical merits of the position. The tax benefits recognized in the financial statements from such uncertain tax 
positions are then measured based on the largest benefit that has a greater than 50% likelihood of being realized 
upon settlement. Although the Company believes that it has adequately reserved for its uncertain tax positions 
(including net interest and penalties), it can provide no assurance that the final tax outcome of these matters will not 
be materially different. The Company makes adjustments to these reserves when facts and circumstances change, 
such as the closing of a tax audit or the refinement of an estimate. To the extent that the final tax outcome of these 
matters is different from the amounts recorded, such differences will affect the provision for income taxes in the 
period in which such determination is made and could have a material impact on its financial position, results of 
operations, and cash flows. 
Net Loss Per Share 
Basic net loss per share is computed by dividing net loss by the weighted-average number of shares of 
common stock outstanding during the period. Diluted net loss per share is computed by dividing net loss by the 
weighted-average number of shares of common stock outstanding during the period giving effect to all potentially 
dilutive securities to the extent they are dilutive. The dilutive effect of potentially dilutive securities is reflected in 
diluted net loss per share by application of the treasury stock method. Basic and diluted net loss per share of 
common stock were the same for each period presented as the inclusion of all potential shares of common stock 
outstanding would have been anti-dilutive.

PAGERDUTY, INC. 
Notes to Consolidated Financial Statements 
87 
Recently Issued Accounting Pronouncements 
In October 2021, the FASB issued Accounting Standard Update No. 2021-08 (“ASU 2021-08”), Business 
Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, 
which requires that an entity (acquirer) recognize and measure contract assets and contract liabilities acquired in a 
business combination in accordance with Topic 606 (Revenue from Contracts with Customers). At the acquisition 
date, an acquirer should account for the related revenue contracts in accordance with Topic 606 as if it had 
originated the contracts. The ASU is part of the FASB's simplification initiative, which aims to reduce unnecessary 
complexity in U.S. GAAP. ASU 2021-08 will be effective for annual reporting periods beginning after December 
15, 2022. Early adoption is permitted, including adoption in an interim period. The Company will adopt ASU 2021-
08 as of February 1, 2022 which will require the Company to measure acquired contract assets and liabilities in 
accordance with ASC 606. The Company does not expect the adoption of ASU 2021-08 to have a material impact on 
the consolidated financial statements. 
Recently Adopted Accounting Pronouncements 
In June 2016, the FASB issued Accounting Standards Update No. 2016-13, Financial Instruments—Credit 
Losses (“Topic 326”) Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”), which requires an 
entity to utilize a new impairment model known as the current expected credit loss (“CECL”) model to estimate its 
lifetime “expected credit loss” and record an allowance that, when deducted from the amortized cost basis of the 
financial asset, presents the net amount expected to be collected on the financial asset. The CECL model is expected 
to result in more timely recognition of credit losses. This guidance also requires new disclosures for financial assets 
measured at amortized cost, loans, and available-for-sale debt securities. The Company adopted the standard as of 
February 1, 2020, the beginning of the Company’s fiscal year ended January 31, 2021. The adoption of this guidance 
did not have a material impact to the consolidated financial statements. In connection with the adoption, for 
purposes of identifying and measuring impairment, the policy election was made to exclude accrued interest from 
both the fair value and amortized cost basis of our available-for sale debt securities. Such accrued interest is 
recorded in prepaid expenses and other current assets. 
In December 2019, the FASB issued Accounting Standards Update No. 2019-12, Income Taxes (“Topic 
740”): Simplifying the Accounting for Income Taxes (“ASU 2019-12”), which is intends to simplify various aspects 
related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in Topic 
740 and also clarifies and amends existing guidance to improve consistent application. ASU 2019-12 is effective for 
the Company beginning in fiscal 2022, although early adoption is permitted. The Company early adopted the 
standard as of February 1, 2020, the beginning of the Company’s fiscal year ended January 31, 2021. The adoption 
of this guidance did not have a material impact to the consolidated financial statements.

PAGERDUTY, INC. 
Notes to Consolidated Financial Statements 
88 
In August 2020, the FASB issued Accounting Standard Update No. 2020-06, Debt—Debt with Conversion 
Options (“Subtopic 470-20”) and Derivatives and Hedging—Contracts in Entity’s Own Equity (“Subtopic 815-40”) 
(“ASU 2020-06”), which simplifies the accounting for certain financial instruments with characteristics of liabilities 
and equity, including convertible instruments and contracts on an entity's own equity. ASU 2020-06 also improves 
and amends the related Earnings Per Share guidance for both Subtopics. The ASU is part of the FASB's 
simplification initiative, which aims to reduce unnecessary complexity in U.S. GAAP. The Company early adopted 
ASU 2020-06 as of February 1, 2021 using the modified retrospective approach. As a result of the adoption of ASU 
2020-06, the Convertible Notes due July 2025 (the “Notes”) are no longer bifurcated into separate liability and 
equity components in the consolidated balance sheets. Rather, the $287.5 million principal amount of the Company’s 
Convertible Notes was classified only as a liability in the consolidated balance sheets for the fiscal year ended 
January 31, 2022. Upon adoption, the Company recognized an increase to long-term debt of $61.7 million, a 
decrease to additional paid in capital of $68.5 million, and a decrease in accumulated deficit of $6.7 million on its 
consolidated balance sheets as of February 1, 2021. The adoption did not affect the Company’s consolidated 
statements of operations or consolidated statements of cash flows. Refer to Note 8, “Debt and Financing 
Arrangements” for further information. 
As of January 31, 2021
ASU 2020-06 Adoption 
Adjustment
As of February 1, 2021
(in thousands) 
Liabilities 
Outstanding principal 
$ 
287,500 
$ 
— 
$ 
287,500 
Unamortized debt discount and issuance 
costs 
(69,972) 
61,736 
(8,236) 
Net carrying amount 
$ 
217,528 
$ 
61,736 
$ 
279,264 
Equity 
Additional paid-in-capital 
$ 
(614,494) $ 
68,478  $ 
(546,016) 
Accumulated deficit 
(248,110) 
6,742 
(241,368) 
3. Balance Sheet Components
Cash, Cash Equivalents, and Investments 
Cash, cash equivalents, and investments consisted of the following:

89 
As of January 31,  
2022 
2021 
(in thousands) 
Cash and cash equivalents 
Cash 
$ 
268,091 
$ 
184,308 
Money market funds 
73,194 
139,870 
Commercial paper 
5,500 
— 
U.S. Treasury securities 
3,000 
14,988 
Total cash and cash equivalents 
$ 
349,785 
$ 
339,166 
Available-for-sale investments: 
U.S. Treasury securities 
$ 
41,105 
$ 
45,026 
Commercial paper 
39,483 
34,598 
Corporate debt securities 
112,983 
141,488 
Total available-for-sale investments 
$ 
193,571 
$ 
221,112 
The following tables summarize the Company’s investments’ adjusted cost, net unrealized (losses) gains, and 
fair value by significant investment category as of January 31, 2022 and 2021. Gross realized gains or losses from 
sales of available-for-sale securities were not material for the fiscal years ended January 31, 2022 and 2021.  
As of January 31, 2022 
Cost Basis
Unrealized Loss, Net
Recorded Basis
(in thousands) 
Available-for-sale investments: 
U.S. Treasury securities 
$ 
41,147 $ 
(42) $ 
41,105 
Commercial paper 
39,528 
(45) 
39,483 
Corporate debt securities 
113,565 
(582) 
112,983 
Total investments 
$ 
194,240 $ 
(669) $ 
193,571 
As of January 31, 2021 
Cost Basis
Unrealized Gain 
(Loss), Net
Recorded Basis
(in thousands) 
Available-for-sale investments: 
U.S. Treasury securities 
$ 
45,023 $ 
3 $ 
45,026 
Commercial paper 
34,607 
(9) 
34,598 
Corporate debt securities 
141,139 
349 
141,488 
Total investments 
$ 
220,769 $ 
343 $ 
221,112 
The following tables present the Company’s available-for-sale securities by contractual maturity date as of 
January 31, 2022 and 2021:

90 
As of January 31, 2022
Adjusted Cost
Fair Value
(in thousands) 
Due within one year 
$ 
154,692 $ 
154,455 
Due between one to five years 
39,548 
39,116 
$ 
194,240 $ 
193,571 
January 31, 2021
Adjusted Cost
Fair Value
(in thousands) 
Due within one year 
$ 
171,498 $ 
171,837 
Due between one to five years 
49,271 
49,275 
$ 
220,769 $ 
221,112 
As of January 31, 2022, there were 69 available-for-sale securities in an unrealized loss position, seven of 
which were in a continuous unrealized loss position for the last 12 months. The total unrealized loss related to 
securities in an unrealized loss position as of January 31, 2022 was $0.7 million. Unrealized losses for securities that 
were in an unrealized loss position as of January 31, 2021 were not material. 
When evaluating investments for impairment, the Company reviews factors such as the extent to which fair 
value has been below cost basis, the financial condition of the issuer and any changes thereto, and the Company’s 
intent to sell, or whether it is more likely than not that the Company will be required to sell the investment before 
recovery of the investment’s amortized cost. No impairment loss has been recorded on the securities included in the 
tables above, as the Company believes that any decrease in fair value of these securities is temporary and the 
Company expects to recover at least up to the initial cost of the investment for these securities. The Company has 
not recorded an allowance for credit losses, as the Company believes any such losses would be immaterial based on 
the high-grade credit rating for each of its marketable securities as of the end of each period. 
Property and Equipment, Net 
Property and equipment, net consisted of the following: 
As of January 31, 
2022 
2021 
(in thousands) 
Leasehold improvements 
$ 
15,392 $ 
12,767 
Computers and equipment 
7,483 
6,562 
Furniture and fixtures 
4,686 
3,017 
Capitalized internal-use software 
6,136 
1,355 
Gross property and equipment(1) 
$ 
33,697 $ 
23,701 
Accumulated depreciation and amortization 
(15,468) 
(11,062) 
Property and equipment, net 
$ 
18,229 $ 
12,639 
(1) Gross property and equipment includes construction-in-progress for leasehold improvements and capitalized
internal-use software of $6.9 million and $1.5 million that had not yet been placed in service as of January 31,
2022 and January 31, 2021, respectively. The costs associated with construction-in-progress are not amortized until
placed in service.

91 
Depreciation and amortization expense was $4.6 million, $3.8 million, and $2.2 million for the fiscal years 
ended January 31, 2022, 2021, and 2020, respectively.
The carrying values of capitalized internal-use software were 5.2 million and 1.1 million for the fiscal years 
ended January 31, 2022 and 2021, respectively.  
Accrued Expenses and Other Current Liabilities 
Accrued expenses and other current liabilities consisted of the following: 
As of January 31, 
2022 
2021 
(in thousands) 
Accrued professional fees 
$ 
3,790 $ 
2,138 
Accrued events 
463 
294 
Accrued hosting and infrastructure 
1,495 
708 
Accrued taxes 
1,056 
1,350 
Accrued liabilities, other 
6,836 
5,137 
Accrued expenses and other liabilities 
$ 
13,640 $ 
9,627 
Accrued Compensation 
Accrued compensation consisted of the following: 
As of January 31, 
2022 
2021 
(in thousands) 
Accrued bonuses 
$ 
13,480 $ 
8,657 
Accrued compensation, other 
21,847 
19,715 
Accrued compensation 
$ 
35,327 $ 
28,372 
4. Fair Value Measurements
The Company measures its financial assets and liabilities at fair value each reporting period using a fair value 
hierarchy that prioritizes the use of observable inputs and minimizes the use of unobservable inputs when measuring 
fair value. A financial instrument’s classification within the fair value hierarchy is based upon the lowest level of 
input that is significant to the fair value measurement. Three levels of inputs may be used to measure fair value, as 
follows: 
Level 1—Valuations based on observable inputs that reflect quoted prices for identical assets or liabilities in 
active markets. 
Level 2—Valuations based on inputs that are directly or indirectly observable in the marketplace. 
Level 3—Valuations based on unobservable inputs that are supported by little or no market activity. 
The following tables present information about the Company’s financial assets that are required to be 
measured or disclosed at fair value using the above input categories:

PAGERDUTY, INC. 
Notes to Consolidated Financial Statements 
92 
As of January 31, 2022 
Level 1 
Level 2 
Level 3 
Total 
(in thousands) 
Money market funds 
$ 
73,194 $ 
— $ 
— $ 73,194 
U.S. Treasury securities 
3,000 
41,105 
— 
44,105 
Commercial paper 
5,500 
39,483 
— 
44,983 
Corporate debt securities 
— 
112,983 
— 
112,983 
Total 
$ 
81,694 $ 193,571 $ 
— $ 275,265 
Included in cash equivalents 
$ 81,694 
Included in investments 
$ 193,571 
As of January 31, 2021 
Level 1 
Level 2 
Level 3 
Total 
(in thousands) 
Money market funds 
$ 139,870 $ 
— $ 
— $ 139,870 
U.S. Treasury securities 
14,988 
45,026 
— 
60,014 
Commercial paper 
— 
34,598 
— 
34,598 
Corporate debt securities 
— 
141,488 
— 
141,488 
Total 
$ 154,858 $ 221,112 
$ 
— $ 375,970 
Included in cash equivalents 
$ 154,858 
Included in investments 
$ 221,112 
The Company’s assets that are measured by management at fair value on a recurring basis are generally 
classified within Level 1 or Level 2 of the fair value hierarchy. 
The Company considers all highly liquid investments purchased with an original maturity of three months or 
less to be cash equivalents. As of January 31, 2022 and 2021, the Company’s Level 2 securities were based on 
indirect or directly observable market information, including readily available pricing sources for identical or 
comparable underlying securities that may not be actively traded.   
The carrying amounts of certain financial instruments, including cash held in banks, accounts receivable, and 
accounts payable approximate fair value due to their short-term maturities and are excluded from the fair value table 
above. 
Convertible Senior Notes 
As of January 31, 2022, the estimated fair value of the Notes was approximately $326.2 million. The fair 
value was determined based on the quoted price for the Notes in an inactive market on the last trading day of the 
reporting period and is considered as Level 2 in the fair value hierarchy.

PAGERDUTY, INC. 
Notes to Consolidated Financial Statements 
93 
5. Business Combinations
Year ended January 31, 2022 
There were no business combinations in the year ended January 31, 2022. 
Year ended January 31, 2021 
On October 1, 2020, the Company completed the acquisition of Rundeck Inc. (“Rundeck”), a leading 
provider of DevOps automation for enterprise. The acquisition of Rundeck strengthens the Company’s product and 
will enable the Company’s customers to resolve incidents faster, therefore reducing costs and protecting the 
customer experience. The Company acquired Rundeck for purchase consideration of $95.5 million in a combination 
of cash and common stock. The total purchase price consisted of the following: 
(in thousands)
Cash paid or payable to common and preferred stockholders, warrant holders, and vested 
option holders 
$ 
51,741 
Fair value of common stock transferred 
34,002 
Fair value of assumed options and restricted stock attributable to pre-combination service(1) 
4,934 
Fair value of future cash payments to common stockholders attributable to pre-combination 
service 
4,808 
Total purchase consideration 
$ 
95,485 
(1) The restricted shares are considered to be legally issued and outstanding on the date of issuance.
The fair value of the stock and options recognized as purchase consideration was determined using the 
closing price of the Company’s common stock on the acquisition date. 
In addition to the purchase consideration, a portion of cash and stock for certain Rundeck key personnel 
attributable to post-combination services is subject to vest over two years from the closing of the acquisition, subject 
to on-going employee services and achievement of certain performance conditions as follow: 
•
$3.7 million in future cash payments beginning in the fourth quarter of fiscal year 2021, which the
Company will recognize within research and development over the vesting period of two years. 
•
$3.3 million related to the fair value of restricted stock issued that will vest beginning from the
acquisition date, which the Company will recognize as stock-based compensation expense over the
vesting period of two years. The restricted shares are considered to be legally issued and outstanding
on the date of issuance.
•
In connection with the acquisition, the Company incurred transaction costs of $1.8 million within the
general and administrative line of the Consolidated Statements of Operations.
The acquisition was accounted for as a business combination and the total purchase consideration was 
allocated to the net tangible and intangible assets and liabilities based on their fair values on the acquisition date and 
the excess was recorded as goodwill. 
The following table presents the preliminary purchase consideration allocation recorded in the Company’s 
consolidated balance sheet as of the acquisition date:

PAGERDUTY, INC. 
Notes to Consolidated Financial Statements 
94 
(in thousands)
Cash and cash equivalents 
$ 
1,925 
Accounts receivable and other assets 
1,879 
Intangible assets 
27,800 
Goodwill 
72,126 
Accounts payable and other liabilities 
(548) 
Deferred revenue 
(2,680) 
Deferred tax liabilities, net 
(5,017) 
Total purchase consideration 
$ 
95,485 
The goodwill was primarily attributed to the value of synergies created with the Company’s current and future 
offerings. Goodwill is not deductible for income tax purposes. 
In connection with the acquisition, the Company recognized a net deferred tax liability of approximately 
$5.0 million, generated primarily from the difference between the tax basis and fair value of the acquired intangible 
assets, which increased goodwill. As the Company had a full valuation allowance as of January 31, 2021, the 
Company recorded an income tax benefit for this net deferred tax liability in the consolidated statement of 
operations for the year ended January 31, 2021. Refer to Note 13, "Income Taxes" for further information. 
The following table sets forth the components of identifiable intangible assets acquired and their estimated 
useful lives as of the date of acquisition: 
Fair Value
Useful Life
(in thousands)
(in years)
Customer relationships 
$ 
21,800 
10 
Developed technology 
$ 
5,600 
5 
Trademarks 
$ 
400 
2 
The acquired intangible assets are primarily related to the Rundeck product and domain knowledge around 
customer data developed by Rundeck, and term-license software subscription contracts with customers. 
6. Goodwill and Acquired Intangible Assets
There have been no changes in the carrying amount of goodwill since January 31, 2021. 
Intangible assets subject to amortization consist of the following: 
As of January 31, 2022
Cost
Accumulated 
Amortization
Net
Weighted Average
Remaining Useful Life
(in thousands)
(in years)
Customer relationships 
$ 
21,800 $ 
(2,907) $ 
18,893 
8.7 
Developed technology 
5,600 
(1,493) 
4,107 
3.7 
Trademarks 
400 
(267) 
133 
0.7 
Other intangibles, net 
$ 
27,800 $ 
(4,667) $ 
23,133

PAGERDUTY, INC. 
Notes to Consolidated Financial Statements 
95 
As of January 31, 2021
Cost
Accumulated 
Amortization
Net
Weighted Average
Remaining Useful Life
(in thousands)
(in years)
Customer relationships 
$ 
21,800  $ 
(727)  $ 
21,073 
9.7 
Developed technology 
5,600 
(373) 
5,227 
4.7 
Trademarks 
400 
(67) 
333 
1.7 
Other intangibles, net 
$ 
27,800  $ 
(1,167)  $ 
26,633 
For the fiscal years ended January 31, 2022 and 2021, amortization expense related to intangible assets was 
$3.5 million and $1.2 million. No amortization expense was recorded during the fiscal year ended January 31, 2020. 
As of January 31, 2022, expected amortization expense in future periods is as follows: 
Year ending January 31,
(in thousands)
2023 
$ 
3,433 
2024 
3,300 
2025 
3,300 
2026 
2,927 
2027 
2,180 
Thereafter 
7,993 
Total expected future amortization expense  
$ 
23,133

PAGERDUTY, INC. 
Notes to Consolidated Financial Statements 
96 
7. Leases
Operating Leases
The Company has entered into various non-cancellable operating leases for its office spaces with lease 
periods expiring between fiscal 2022 and fiscal 2029. The operating lease agreements generally provide for rental 
payments on a graduated basis and for options to renew, which could increase future minimum lease payments if 
exercised. 
Lease right-of-use assets and liabilities are recognized at the commencement date based on the present value 
of lease payments over the lease term. As the leases do not provide an implicit rate, the Company uses an 
incremental borrowing rate based on the information available at the commencement date in determining the present 
value of lease payments. The lease right-of-use assets also include any lease payments made and exclude lease 
incentives such as tenant improvement allowances.  
The operating leases typically include non-lease components such as common-area maintenance costs. The 
Company has elected to include non-lease components with lease payments for the purpose of calculating lease 
right-of-use assets and liabilities, to the extent that they are fixed. Non-lease components that are not fixed are 
expensed as incurred as variable lease payments.  
Leases with a term of one year or less are not recognized on the consolidated balance sheet. The Company 
recognizes lease expense for these leases on a straight-line basis over the lease term.  
The following tables present information about leases on the consolidated balance sheet. 
As of January 31, 
2022 
2021 
(in thousands) 
Assets 
Lease right-of-use assets 
$ 
20,227 
24,691 
Liabilities 
Lease liabilities 
5,637 
5,262 
Lease liabilities, non-current 
20,912 
26,542 
As of January 31, 2022 and 2021, the weighted average remaining lease term was 4.8 years and 5.7 years, 
respectively. As of January 31, 2022 and 2021, the weighted average discount rate used to determine the net present 
value of the lease liabilities was 3.7%. 
The following table presents information about leases on the consolidated statement of operations. 
Year Ended January 31, 
2022 
2021 
(in thousands) 
Operating lease expense 
$ 
5,574 
$ 
5,769 
Short-term lease expense 
756 
879 
Variable lease expense 
939 
1,325

PAGERDUTY, INC. 
Notes to Consolidated Financial Statements 
97 
The following table presents supplemental cash flow information about the Company’s leases. 
Year Ended January 31, 
2022 
2021 
(in thousands) 
Cash paid for amounts included in the measurement of lease liabilities 
$ 
6,319  $ 
5,416 
As of January 31, 2022, remaining maturities of lease liabilities are as follows: 
Year ending January 31,
(in thousands)
2023 
$ 
6,512 
2024 
6,694 
2025 
6,894 
2026 
2,763 
2027 
2,441 
Thereafter 
3,819 
Gross lease payments 
$ 
29,123 
Less: Imputed interest 
(2,574) 
Total 
$ 
26,549 
8. Debt and Financing Arrangements
Convertible Senior Notes 
On June 25, 2020, the Company issued $287.5 million in aggregate principal amount of the Notes in a private 
offering pursuant to an Indenture dated June 25, 2020 (the “Indenture”). The total net proceeds from the debt 
offering, after deducting initial purchaser discounts and debt issuance costs, paid or payable by the Company, were 
$278.2 million. 
The Notes are senior, unsecured obligations of the Company and accrue interest payable semiannually in 
arrears on January 1 and July 1 of each year, beginning on January 1, 2021, at a rate of 1.25% per year. The Notes 
will mature on July 1, 2025, unless such notes are converted, redeemed or repurchased earlier. The Notes are 
convertible into cash, shares of the Company’s common stock or a combination of cash and shares of the Company’s 
common stock, at the Company’s election in the manner and subject to the terms and conditions provided in the 
Indenture. 
Holders of the Notes may convert all or any portion of their Notes at their option at any time prior to the close 
of business on April 1, 2025, only under the following circumstances: 
•
During any fiscal quarter commencing after the fiscal quarter ended October 31, 2020 (and only during
such fiscal quarter), if the last reported sale price of the Company’s common stock for at least 20 trading
days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including,
the last trading day of the immediately preceding fiscal quarter is greater than or equal to 130% of the
conversion price on each applicable trading day;

PAGERDUTY, INC. 
Notes to Consolidated Financial Statements 
98 
•
During the five business day period after any ten consecutive trading day period (the measurement period)
in which the “trading price” (as defined in the Indenture) per $1,000 principal amount of Notes for each
trading day of the measurement period was less than 98% of the product of the last reported sale price of
the Company’s common stock and the conversion rate on each such trading day;
•
If the Company calls such Notes for redemption, at any time prior to the close of business on the scheduled
trading day immediately preceding the redemption date; or
•
Upon the occurrence of specified corporate events, as noted in the Indenture.
On or after April 1, 2025 until the close of business on the second scheduled trading day immediately
preceding the maturity date, holders of the Notes may convert all or any portion of their Notes at any time, 
regardless of the foregoing circumstances.  
The conversion rate will initially be 24.9507 shares of common stock per $1,000 principal amount of Notes, 
which is equivalent to an initial conversion price of approximately $40.08 per share of common stock. The 
conversion rate is subject to adjustment under certain circumstances in accordance with the terms of the Indenture, 
but will not be adjusted for accrued and unpaid interest. In addition, following certain corporate events that occur 
prior to the maturity date, the Company will, in certain circumstances, increase the conversion rate for a holder who 
elects to convert its Notes in connection with a fundamental change, as defined in the Indenture. 
The Company may not redeem the Notes prior to July 6, 2023. The Company may redeem for cash all or any 
portion of the Notes, at its option, on a redemption date occurring on or after July 6, 2023 and prior to the 41st 
scheduled trading day immediately preceding the maturity date, if the last reported sale price of the common stock 
has been at least 130% of the conversion price for the Notes then in effect for at least 20 trading days (whether or 
not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending 
on, and including the trading day immediately preceding the date on which the Company provides notice of 
redemption at a redemption price equal to 100% of the principal amount to be redeemed, plus accrued and unpaid 
interest to, but excluding, the redemption date. No sinking fund is provided for the Notes. 
If the Company undergoes a fundamental change (as defined in the Indenture), holders may require the 
Company to repurchase for cash all or any portion of their Notes at a fundamental change repurchase price equal to 
100% of the principal amount of the Notes to be repurchased, plus any accrued and unpaid interest to, but excluding, 
the fundamental change repurchase date. 
The Indenture contains customary terms and covenants, including that upon certain events of default 
occurring and continuing, the trustee or the holders of at least 25% in aggregate principal amount of the outstanding 
Notes may declare the entire principal of all the Notes plus accrued and unpaid interest to be immediately due and 
payable. 
Prior to the adoption of ASU 2020-06 on February 1, 2021 and in accounting for the issuance of the Notes, 
the Company separated the Notes into liability and equity components. The carrying amount of the liability 
component was calculated using a discount rate of 7.30%, which was determined by measuring the fair value of a 
similar debt instrument that does not have an associated conversion feature. The carrying amount of the equity 
component representing the conversion option was $70.8 million and was determined by deducting the fair value of 
the liability component from the par value of the Notes. The equity component was not remeasured as long as it 
continued to meet the conditions for equity classification, and the equity component was recorded in additional paid-
in-capital in the accompanying consolidated balance sheet. The excess of the principal amount of the liability 
component over its carrying amount, or the debt discount, was amortized to interest expense at an annual effective 
interest rate of 7.88% over the contractual terms of the Notes. The interest rate was based on the interest rate of 
similar liabilities at the time of issuance that did not have associated convertible features. The debt component was 
classified as a long-term liability as of January 31, 2021.

PAGERDUTY, INC. 
Notes to Consolidated Financial Statements 
99 
Prior to the adoption of ASU 2020-06 on February 1, 2021 and in accounting for the issuance costs of $9.3 
million related to the Notes, the Company allocated the total amount incurred to the liability and equity components 
of the Notes based on their relative values. Issuance costs attributable to the liability component were $7.0 million 
and were amortized to interest expense using the effective interest method over the contractual term of the Notes. 
Issuance costs attributable to the equity component were $2.3 million and were netted with the equity component in 
additional paid-in capital. 
On February 1, 2021, the Company elected to early adopt ASU 2020-06 based on a modified retrospective 
transition method. Under such transition, prior-period information has not been retrospectively adjusted. 
In accounting for the Notes after adoption of ASU 2020-06, the Notes are accounted for as a single liability, 
and the carrying amount of the Notes is $281.1 million as of January 31, 2022, with principal of $287.5 million, net 
of unamortized issuance costs of $6.4 million. The Notes are classified as long-term liabilities as of January 31, 
2022. The issuance costs related to the Notes are being amortized to interest expense over the contractual term of the 
Notes at an effective interest rate of 1.93%. 
The net carrying amount of the liability component of the Notes as of January 31, 2022 (post-ASU 2020-06 
adoption) and as of January 31, 2021 (pre-ASU 2020-06 adoption) is as follows: 
As of January 31,  
2022 
2021 
(in thousands) 
Principal 
$ 
287,500 
$ 
287,500 
Less: unamortized debt discount 
— 
(63,664) 
Less: unamortized issuance costs 
(6,431) 
(6,308) 
Net carrying amount 
$ 
281,069 
$ 
217,528 
The net carrying amount of the equity component of the Notes as of January 31, 2022 (post-ASU 2020-06 
adoption) and as of January 31, 2021 (pre-ASU 2020-06 adoption) is as follows: 
As of January 31,  
2022 
2021 
(in thousands) 
Proceeds allocated to the conversion options (debt discount) 
$ 
—  $ 
70,768 
Less: issuance costs 
— 
(2,290) 
Carrying amount of the equity component 
$ 
—  $ 
68,478 
Interest expense recognized related to the Notes during the year ended January 31, 2022 (post-ASU 2020-06 
adoption) and during the year ended  January 31, 2021 (pre-ASU 2020-06 adoption) is as follows: 
Year Ended January 31,  
2022 
2021 
(in thousands) 
Contractual interest expense 
$ 
3,594 
$ 
2,157 
Amortization of debt discount 
— 
7,104 
Amortization of debt issuance costs 
1,804 
704 
Total interest expense related to the Notes 
$ 
5,398 
$ 
9,965 
Capped Call Transactions

PAGERDUTY, INC. 
Notes to Consolidated Financial Statements 
100 
In connection with the offering of the Notes, the Company entered into privately negotiated capped call 
transactions (the “Capped Calls”) with certain financial institution counterparties (the “Option Counterparties”). The 
Capped Calls are generally intended to reduce or offset the potential dilution to the common stock upon any 
conversion of the Notes with such reduction or offset, as the case may be, subject to a cap based on the cap price. 
For accounting purposes, the Capped Calls are separate transactions, and not part of the terms of the Notes. The 
Capped Calls are recorded in stockholders’ equity and are not accounted for as derivatives. The cost of $35.7 million 
incurred to purchase the Capped Calls were recorded as a reduction to additional paid-in capital in the 
accompanying consolidated balance sheet. 
The Capped Calls each has an initial strike price of approximately $40.08 per share, subject to certain 
adjustments, which corresponds to the initial conversion price of the Notes. The Capped Calls have an initial cap 
price of $61.66 per share, subject to certain adjustments. The Capped Calls cover, subject to anti-dilution 
adjustments, approximately 7.2 million shares of our common stock. The Capped Calls are subject to automatic 
exercise over a 40 trading day period commencing on May 2, 2025, subject to earlier termination under certain 
circumstances. 
9. Commitments and Contingencies
Contractual Commitments 
As of January 31, 2022, our contractual obligations are as follows for the years ending January 31: 
(in thousands)
Operating Lease 
Obligations(1) 
Purchase 
Commitments(2) 
Senior Convertible 
Notes(3) 
Total
2023 
$ 
6,512 $ 
28,525 $ 
3,594 $ 
38,631 
2024 
6,694 
20,041 
3,594 
30,329 
2025 
6,894 
15,987 
3,594 
26,475 
2026 
2,763 
— 
289,297 
292,060 
2027 
2,441 
— 
— 
2,441 
Thereafter 
3,819 
— 
— 
3,819 
Total 
$ 
29,123 $ 
64,553 $ 
300,079 $ 
393,755 
(1) Represents obligations under non-cancellable lease agreements for our corporate headquarters and
worldwide offices.
(2) Primarily relates to contractual third-party services. 
(3) Includes principal and interest payments. For more information regarding our convertible senior notes,
refer to Note 8, “Debt and Financing Arrangements”.
Legal Matters 
From time to time in the normal course of business, the Company may be subject to various claims and other 
legal matters arising in the ordinary course of business. The Company investigates these claims as they arise and 
accrues estimates for resolution of legal and other contingencies when losses are probable and estimable. The 
Company is not currently a party to any legal proceedings and does not anticipate any pending or threatened 
litigation that would be expected to have a material adverse effect on its financial condition, results of operations, or 
cash flows.

PAGERDUTY, INC. 
Notes to Consolidated Financial Statements 
101 
Warranties and Indemnification 
The Company has entered into service-level agreements with a portion of its customers defining levels of 
uptime reliability and performance and permitting those customers to receive credits if the Company fails to meet 
the defined levels of uptime. To date, the Company has not experienced any significant failures to meet defined 
levels of uptime reliability and performance as a result of those agreements and, as a result, the Company has not 
incurred or accrued any material liabilities related to these agreements in the financial statements. 
In the ordinary course of business, we may agree to indemnify customers, vendors, lessors, business partners, 
and other parties with respect to certain matters, including, but not limited to, losses arising out of the breach of such 
agreements, services to be provided by us, or from intellectual property infringement claims made by third parties. 
As permitted under Delaware law, we have entered into indemnification agreements with our directors and certain 
officers and employees that will require us, among other things, to indemnify them against certain liabilities that 
may arise by reason of their status or service as directors, officers, or employees. No demands have been made upon 
us to provide indemnification under such agreements, and there are no claims that we are aware of that could have a 
material effect on our consolidated balance sheets, consolidated statements of operations and comprehensive loss, or 
consolidated statements of cash flows. 
10. Deferred Revenue and Performance Obligations
The following table presents the changes to the Company’s deferred revenue: 
Year Ended January 31,  
2022
2021
2020
(in thousands) 
Deferred revenue, beginning of period 
$ 
129,972 $ 
92,569 $ 
64,104 
Billings 
321,648 
248,279 
194,816 
Deferred revenue assumed in the Rundeck acquisition 
— 
2,680 
— 
Revenue recognized 
(281,396) 
(213,556) 
(166,351) 
Deferred revenue, end of period 
$ 
170,224 $ 
129,972 $ 
92,569 
Approximately 44%, 41%, and 38% of total revenue recognized in the fiscal years ended January 31, 2022, 
2021, and 2020 was from the deferred revenue balance as of January 31, 2021, 2020 and 2019, respectively. 
As of January 31, 2022, future estimated revenue related to performance obligations for cloud-hosted and 
term-license software subscriptions with terms of more than one year that are unsatisfied or partially unsatisfied at 
the end of the reporting periods was approximately $143.9 million. The Company expects to satisfy the substantial 
majority of these unsatisfied performance obligations over the next 24 months and the remainder thereafter. The 
Company applied the optional exemption for subscriptions with terms of less than a one year. 
11. Common Stock and Stockholders’ Equity
The Company has two equity incentive plans: the 2010 Stock Plan (the “2010 Plan”) and the 2019 Equity 
Incentive Plan (the “2019 Plan”, collectively the “Stock Plans”). Upon completion of the Company’s IPO in April 
2019, the Company ceased granting awards under the 2010 Plan, and all shares that remained available for future 
issuance under the 2010 Plan at that time were transferred to the 2019 Plan. The 2019 Plan superseded and replaced 
the 2010 Plan. As of January 31, 2022 and January 31, 2021, respectively, the Company was authorized to grant up 
to 23,343,378 shares and 18,059,506 shares of common stock under the Stock Plans.  
In March 2019, the Company granted 3,041,000 stock options to existing employees with 50 percent of these 
options vesting over four years from the grant date and 50 percent vesting over five years from the grant date.

PAGERDUTY, INC. 
Notes to Consolidated Financial Statements 
102 
The Company currently uses authorized and unissued shares to satisfy stock award exercises and settlement 
of RSUs and PSUs. As of January 31, 2022 and January 31, 2021, there were 14,185,048 shares and 13,060,282 
shares available for future issuance under the Stock Plans, respectively. 
Shares of common stock reserved for future issuance are as follows: 
January 31, 2022 
Outstanding stock options and unvested RSUs and PSUs 
14,639,489 
Available for future stock option, RSU, and PSU grants 
14,185,048 
Available for ESPP 
2,599,072 
Total common stock reserved at January 31, 2022 
31,423,609 
Stock Option Activity  
Stock option activity is as follows: 
Number of 
Shares 
Weighted 
Average Exercise 
Price 
Weighted 
Average 
Remaining 
Contractual 
Term 
Aggregate 
Intrinsic Value 
(in thousands) 
Outstanding at January 31, 2021 
11,177,838 
$ 
8.25 
6.9 years $ 
452,452 
Granted 
183,946 $ 
40.75 
Exercised 
(2,603,432) $ 
5.78 
Canceled 
(382,466) $ 
18.19 
Outstanding at January 31, 2022 
8,375,866 $ 
9.28 
6.1 years $ 
198,828 
Vested as of January 31, 2022 
6,649,688 $ 
7.07 
5.8 years $ 
172,579 
The Company uses the Black-Scholes option-pricing model to estimate the fair value of stock options on the 
date of grant. The Company accounts for forfeitures as they occur. The following assumptions were used to calculate 
the fair value of employee stock option grants made during the periods: 
Year Ended January 31,  
2022 
2021 
2020 
Expected dividend yield 
— 
— 
— 
Expected volatility 
43.8% - 46.9% 
43% - 44.1% 
41.7% - 42.8% 
Expected term (years) 
6.1 
3.7 - 6.1 
5.5 - 6.9 
Risk-free interest rate 
1.04% - 1.35% 
0.20% - 0.52% 
1.39% - 2.48% 
Stock options granted during the fiscal years ended January 31, 2022, 2021, and 2020 had a weighted average 
grant date fair value of $18.26, $15.16, and $11.07 per share, respectively. The aggregate intrinsic value of stock 
options exercised during the fiscal years ended January 31, 2022, 2021, and 2020 was $91.0 million, $72.1 million, 
and $61.7 million, respectively.  
The intrinsic value for options exercised is the difference between the market value of the stock and the 
exercise price of the stock option at the date of exercise. 
As of January 31, 2022, there was approximately $18.6 million of total unrecognized compensation cost 
related to unvested stock options granted under the Stock Plans, which will be recognized over a weighted average 
period of 2.2 years.

PAGERDUTY, INC. 
Notes to Consolidated Financial Statements 
103 
Restricted Stock Units 
A summary of the Company’s RSU activity and related information is as follows: 
Number of RSUs
Weighted 
Average Grant 
Date Fair Value 
Per Share 
Outstanding at January 31, 2021 
3,971,128 $ 
23.60 
Granted 
4,449,624 $ 
41.23 
Vested 
(925,400) $ 
26.53 
Forfeited or canceled 
(1,467,151) $ 
29.30 
Outstanding at January 31, 2022 
6,028,201 $ 
34.77 
The fair value of RSUs is based on the fair value of the underlying shares on the date of grant. The Company 
accounts for forfeitures as they occur.  
As of January 31, 2022, there was $194.1 million of unrecognized stock-based compensation expense related 
to unvested RSUs, which is expected to be recognized over a weighted average period of 2.9 years based on vesting 
under the award service conditions. 
In connection with the acquisition of Rundeck, the Company agreed to grant RSUs to Rundeck employees 
who joined the Company upon the effective date of the acquisition, with a value totaling approximately 
$14.6 million. The amount will be ratably recognized as stock-based compensation over the requisite service period 
of four years. 
Performance Stock Units 
A summary of the Company’s PSU activity and related information is as follows: 
Number of PSUs
Weighted 
Average Grant 
Date Fair Value 
Per Share 
Outstanding at January 31, 2021 
— $ 
— 
Granted 
127,309 $ 
41.17 
Released 
— $ 
— 
Forfeited or canceled 
(9,608) $ 
41.17 
Outstanding at January 31, 2022 
117,701 
$ 
41.17 
In April 2021, the Company granted PSUs to certain employees of the Company for which the ultimate 
number of units that will vest are determined based on the achievement of performance at the end of the stated 
performance period. The performance condition is based on the level of achievement of a Company target related to 
PagerDuty’s operating plan for fiscal 2022. The PSUs will vest over a three-year period, subject to continuous 
service with the Company. The number of shares of our stock to be received based on the performance condition can 
range from 0% to 200% of the target amount. Compensation expense for PSUs with performance conditions is 
measured using the fair value at the date of grant and recorded over the vesting period under the graded-vesting 
attribution method, and may be adjusted over the vesting period based on interim estimates of performance against 
the performance condition.  
During the year ended January 31, 2022, the Company recorded stock-based compensation expense for the 
number of PSUs considered probable of vesting based on the attainment of the performance targets.

PAGERDUTY, INC. 
Notes to Consolidated Financial Statements 
104 
As of January 31, 2022, total unrecognized stock-based compensation cost related to PSUs was $2.7 million. 
This unrecognized stock-based compensation cost is expected to be recognized using the accelerated attribution 
method over a weighted-average period of approximately 1.3 years. 
Employee Stock Purchase Plan 
In April 2019, the Board of Directors adopted and approved the 2019 ESPP, which became effective on April 
11, 2019. The ESPP generally provides for 24-month offering periods beginning June 15 and December 15 of each 
year, with each offering period consisting of four six-month purchase periods. On each purchase date, eligible 
employees will purchase the shares at a price per share equal to 85% of the lesser of (1) the fair market value of the 
Company’s stock as of the beginning of the offering period or (2) the fair market value of the Company’s stock on 
the purchase date, as defined in the ESPP.  
The following assumptions were used to calculate the fair value of shares to be granted under the ESPP 
during the periods: 
Year Ended January 31,  
2022 
2021 
2020 
Expected dividend yield 
— 
— 
— 
Expected volatility 
41.2% - 53.9% 
39.2% - 61.6% 
39.2% - 48.4% 
Expected term (years) 
0.5 - 2.0 
0.5 - 2.1 
0.5 - 2.1 
Risk-free interest rate 
0.05% - 1.64% 
0.08% - 2.39% 
1.53% - 2.43% 
During the fiscal years ended January 31, 2022, 2021 and 2020, the Company recognized $4.7 million, $5.3 
million, and $5.1 million of stock-based compensation expense related to the ESPP, respectively, and withheld $9.7 
million, $6.2 million, and $5.5 million in contributions from employees, respectively. In the fiscal year ended 
January 31, 2022, 345,051 shares of common stock were issued at a weighted average purchase price of $22.44. In 
the fiscal year ended January 31, 2021, 301,842 shares of common stock were issued at a weighted average purchase 
price of $19.83. In the year ended January 31, 2020, 210,775 shares of common stock were issued at a weighted 
average purchase price of $19.63 
Stock-Based Compensation 
Stock-based compensation expense included in the Company’s consolidated statements of operations is as 
follows:  
Year Ended January 31,  
2022
2021
2020
(in thousands) 
Cost of revenue 
$ 
3,751 $ 
1,702 $ 
1,018 
Research and development 
23,764 
11,095 
5,566 
Sales and marketing(1) 
19,012 
14,733 
8,924 
General and administrative 
23,506 
15,701 
11,697 
Total 
$ 
70,033 $ 
43,231 $ 
27,205 
(1)
Stock-based compensation expense includes a one-time stock-based compensation expense of $3.1 million related to the modification of 
certain stock option awards in the fiscal year ended January 31, 2021.

PAGERDUTY, INC. 
Notes to Consolidated Financial Statements 
105 
12. Net Loss per Share
The following table presents the calculation of basic and diluted net loss per share: 
Year Ended January 31,  
2022 
2021 
2020 
(in thousands, except per share data) 
Numerator: 
Net loss 
$ 
(107,455) $ 
(68,903) $ 
(50,339) 
Denominator: 
Weighted average shares used in calculating net loss per 
share, basic and diluted 
84,514 
79,614 
65,544 
Net loss per share, basic and diluted 
$ 
(1.27) $ 
(0.87) $ 
(0.77) 
Since the Company was in a loss position for the periods presented, basic net loss per share is the same as 
diluted net loss per share as the inclusion of all potential common stock outstanding would have been anti-dilutive. 
Potentially dilutive securities that were not included in the diluted per share calculations because they would be anti-
dilutive were as follows: 
As of January 31,  
2022 
2021 
2020 
(in thousands) 
Shares subject to outstanding common stock awards 
14,522 
15,149 
15,613 
Unvested early exercised stock options 
— 
— 
76 
Restricted stock awards purchased with promissory notes 
— 
— 
180 
Shares issuable pursuant to the 2019 Employee Stock 
Purchase Plan 
71 
73 
67 
Restricted stock issued to Rundeck key personnel 
122 
261 
— 
Convertible senior notes 
7,173 
7,173 
— 
Total 
21,888 
22,656 
15,936 
13. Income Taxes
The components of loss before income taxes are as follows: 
Year Ended January 31,  
2022 
2021 
2020 
(in thousands) 
Domestic 
$ 
(111,426) $ 
(77,956) $ 
(53,485) 
Foreign 
4,506 
5,147 
3,821 
Loss before provision (benefit from) for income taxes 
$ 
(106,920) $ 
(72,809) $ 
(49,664)

106 
The components of the provision (benefit from) for income taxes are as follows: 
Year Ended January 31,  
2022 
2021 
2020 
(in thousands) 
Current 
Federal 
$ 
— $ 
— $ 
— 
State 
— 
(41) 
126 
Foreign 
181 
452 
25 
Total current tax expense 
$ 
181 $ 
411 
$ 
151 
Deferred 
Federal 
$ 
— $ 
(4,038) $ 
— 
State 
— 
(977) 
(1) 
Foreign 
354 
698 
525 
Total deferred tax expense (benefit) 
$ 
354 $ 
(4,317) $ 
524 
Provision (benefit from) for income taxes 
$ 
535 $ 
(3,906) $ 
675 
A reconciliation of the Company’s recorded provision for (benefit from) income taxes to the amount of taxes 
computed at the U.S. statutory rate is as follows:  
Year Ended January 31,  
2022 
2021 
2020 
(in thousands) 
Income taxes computed at U.S. federal statutory rate 
$ 
(22,453) $ 
(15,291) $ 
(10,429) 
State taxes, net of federal benefit 
(8,652) 
(5,012) 
(4,901) 
Stock-based compensation 
(15,423) 
(8,443) 
(3,739) 
Foreign rate differential 
(411) 
69 
(253) 
Tax credits, net of FIN48 reserves 
(1,426) 
(846) 
(3,271) 
Change in valuation allowance 
48,364 
25,076 
25,390 
Charitable contributions 
— 
— 
(1,960) 
Other 
536 
541 
(162) 
Provision (benefit from) for income taxes 
$ 
535 $ 
(3,906) $ 
675 
In fiscal 2021, the decrease to the Company's income tax provision relative to comparative periods was 
primarily due to a reduction in the valuation allowance from the increase in the deferred tax liability associated with 
the acquired intangible assets from the acquisition of Rundeck, resulting in a $5.0 million deferred tax benefit.  
Deferred income taxes arise from temporary differences between the carrying values of assets and liabilities 
for financial reporting purposes and income tax reporting purposes, as well as operating losses and tax credit 
carryforwards. Significant components of the Company’s deferred tax assets and liabilities are as follows:

107 
As of January 31,  
2022 
2021 
(in thousands) 
Deferred tax assets: 
Net operating losses 
$ 
100,770 $ 
59,125 
Allowances and accruals 
8,564 
6,597 
Stock-based compensation 
11,343 
7,990 
Charitable contributions 
4,025 
3,988 
Tax credits 
9,035 
6,631 
Lease liabilities 
6,798 
8,096 
Other 
2,475 
677 
Gross deferred tax assets 
$ 
143,010 $ 
93,104 
Less: valuation allowance 
(122,091) 
(57,944) 
Net deferred tax assets 
$ 
20,919 $ 
35,160 
Deferred tax liabilities: 
Convertible senior notes 
$ 
— $ 
(15,450) 
Deferred commissions 
(11,156) 
(8,026) 
Intangible assets 
(6,608) 
(6,908) 
Lease assets 
(5,169) 
(6,274) 
Other 
(113) 
(277) 
Gross deferred tax liabilities 
$ 
(23,046) $ 
(36,935) 
Net deferred tax liabilities 
$ 
(2,127) $ 
(1,775) 
The realization of deferred tax assets is dependent upon the generation of sufficient taxable income of the 
appropriate character in future periods. The Company regularly assesses the ability to realize its deferred tax assets 
and establishes a valuation allowance if it is more-likely-than-not that some portion of the deferred tax assets will 
not be realized. The Company weighs all available positive and negative evidence, including its earnings history and 
results of recent operations, scheduled reversals of deferred tax liabilities, projected future taxable income, and tax 
planning strategies. Due to the weight of objectively verifiable negative evidence, including its history of losses in 
the United States, the Company believes that it is more likely than not that its U.S. federal and state deferred tax 
assets will not be realized. Accordingly, the Company has recorded a full valuation allowance on such deferred tax 
assets. The valuation allowance against its various deferred tax assets increased by $64.1 million and $7.9 million 
during the fiscal years ended January 31, 2022 and 2021, respectively.  
As of January 31, 2022, the Company had federal net operating loss carryforwards in the amount of $396.8 
million. Beginning in 2030, $56.3 million of the federal net operating losses will begin to expire. The remaining 
$340.5 million will carry forward indefinitely. As of January 31, 2022, the Company had state and foreign net 
operating loss carryforwards in the amount of $21.2 million, and $1.9 million, respectively, which begin to expire in 
2030. Utilization of the Company’s net operating loss may be subject to annual limitations due to the ownership 
change limitations provided by section 382 of the Internal Revenue Code and similar state provisions. The 
Company’s net operating loss carryforwards could expire before utilization if subject to annual limitations. 
As of January 31, 2022, the Company had federal, California, and Canadian research and development credit 
carryforwards of $8.6 million, $5.6 million, and $0.8 million, respectively. The federal research and development 
credits will begin to expire in 2031, the California research and development credits have no expiration, and the 
Canadian research and development credits will begin to expire in 2037.

108 
The following table summarizes the activity related to the Company’s unrecognized tax benefits: 
Year Ended January 31,  
2022 
2021 
2020 
(in thousands) 
Balance at beginning of period 
$ 
5,018 $ 
4,043 $ 
6,644 
Additions related to prior years 
86 
29 
71 
Reductions related to prior years 
(70) 
(8) 
(3,515) 
Additions related to current year 
1,156 
591 
843 
Additions related to acquired positions 
— 
363 
— 
Balance at end of period 
$ 
6,190 $ 
5,018 $ 
4,043 
All of the Company’s tax years remain open for examination by U.S. federal and state tax authorities. The 
non-U.S. tax returns remain open for examination for the years 2016 and onwards. Due to its U.S. federal and state 
valuation allowance, $1.1 million, $1.0 million, and $1.1 million of unrecognized tax benefits as of January 31, 
2022, 2021, and 2020, respectively, would affect the effective tax rate if recognized. The Company recognizes 
interest and penalties related to unrecognized tax benefits as provision for income taxes. The Company has accrued 
an immaterial amount of interest and penalties associated with its unrecognized tax benefits noted above as of 
January 31, 2022. The Company does not anticipate the total amounts of unrecognized tax benefits will significantly 
decrease in the next 12 months.  
U.S. income tax has not been recognized on the excess of the amount for financial reporting over the tax basis 
of investments in foreign subsidiaries that is indefinitely reinvested outside the United States. As a result of current 
U.S. tax law, the tax impact of future distributions of foreign earnings would generally be limited to withholding tax 
from local jurisdictions. The amount of the deferred tax liability on the excess of the amount for financial reporting 
over the tax basis of investments in foreign subsidiaries is not material. 
14. Geographic Information
Revenue by location is determined by the billing address of the customer. The following table sets forth 
revenue by geographic area: 
Year Ended January 31,  
2022 
2021 
2020 
(in thousands) 
United States 
$ 
212,829 $ 
163,313 $ 
129,728 
International 
68,567 
50,243 
36,623 
Total 
$ 
281,396 $ 
213,556 $ 
166,351 
Other than the United States, no other individual country accounted for 10% or more of revenue for the fiscal 
years ended January 31, 2022, 2021, or 2020. As of January 31, 2022, 86% of the Company’s long-lived assets, 
including property and equipment and right-of-use lease assets, were located in the United States, and 14% was 
located in Canada. As of January 31, 2021, 87% of the Company’s long-lived assets, including property and 
equipment and right-of-use lease assets, were located in the United States, 13% was located in Canada.  
15. 401(k) Plan
The Company has a qualified defined contribution plan under Section 401(k) of the Internal Revenue Code 
covering eligible employees. The 401(k) plan allows each participant to contribute up to an amount not to exceed an 
annual statutory maximum. The Company is responsible for the administrative costs of the 401(k) plan, and

PAGERDUTY, INC. 
Notes to Consolidated Financial Statements 
109 
effective July 1, 2019, the Company implemented an employer matching contribution. Effective January 1, 2022, the 
employer matching contribution was increased from one percent (1%) of each participant’s employee contributions 
of at least 1% of eligible wages during the period to two percent (2%) of each participant’s employee contributions 
of at least 2% of eligible wages during the period. During the fiscal years ended January 31, 2022, 2021, and 2020, 
the Company recognized expense of $1.3 million, $0.8 million, and $0.4 million, respectively, related to matching 
contributions. 
16. Subsequent Events
On March 8, 2022, the Company acquired all of the shares outstanding of Catalytic, Inc. (“Catalytic”) through 
a merger for cash consideration of $70.0 million, subject to customary purchase price adjustments. Catalytic is a no-
code workflow automation platform for efficient and digitized operations. The acquisition will expand the 
Company’s offerings to new use cases in Finance, Human Resources, and Supply Chain workflows, while 
complementing the Company’s existing process automation offering. The Company will account for the acquisition 
as a business combination in accordance with ASC 805.  
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 
None. 
Item 9A. Controls and Procedures 
Evaluation of Disclosure Controls and Procedures 
Our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) are 
designed to ensure that information we are required to disclose in reports that we file or submit under the Exchange 
Act is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms, and 
that such information is accumulated and communicated to our management, including our chief executive officer 
and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure.  
Our management, with the participation and supervision of our chief executive officer and our chief financial 
officer, have evaluated the effectiveness of our disclosure controls and procedures as of the end of the period 
covered by this Form 10-K. Based on such evaluation, our chief executive officer and chief financial officer have 
concluded that as of such date, our disclosure controls and procedures were, in design and operation, effective at a 
reasonable assurance level. 
Management's Report on Internal Control Over Financial Reporting 
Our management is responsible for establishing and maintaining adequate internal control over financial 
reporting, as defined in Rule 13a-15(f) of the Exchange Act. Our management conducted an evaluation of the 
effectiveness of our internal control over financial reporting based on the framework in Internal Control—Integrated 
Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework). 
Our internal over control over financial reporting includes policies and procedures that provide reasonable assurance 
regarding the reliability of financial reporting and the preparation of financial statements for external reporting 
purposes in accordance with U.S. generally accepted accounting principles. Based on this evaluation, management 
concluded that our internal control over financial reporting was effective as of January 31, 2022. Our independent 
registered public accounting firm, Ernst & Young LLP, has issued an audit report with respect to our internal control 
over financial reporting, which appears in Part II, Item 8 of this Form 10-K, and is incorporated herein by reference. 
Limitations on the Effectiveness of Controls 
The effectiveness of any system of internal control over financial reporting, including ours, is subject to 
inherent limitations, including the exercise of judgment in designing, implementing, operating, and evaluating the 
controls and procedures, and the inability to eliminate misconduct completely. Accordingly, in designing and 
evaluating the disclosure controls and procedures, management recognizes that any system of internal control over

110 
financial reporting, including ours, no matter how well designed and operated, can only provide reasonable, not 
absolute assurance of achieving the desired control objectives. In addition, the design of disclosure controls and 
procedures must reflect the fact that there are resource constraints and that management is required to apply its 
judgment in evaluating the benefits of possible controls and procedures relative to their costs. Moreover, projections 
of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate 
because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. 
We intend to continue to monitor and upgrade our internal controls as necessary or appropriate for our business but 
cannot assure you that such improvements will be sufficient to provide us with effective internal control over 
financial reporting. 
Changes in Internal Controls Over Financial Reporting 
 There were no changes in our internal control over financial reporting identified in connection with the 
evaluation required by Rule 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the period covered 
by this Form 10-K that have materially affected, or are reasonably likely to materially affect, our internal control 
over financial reporting, other than as described above. 
Item 9B. Other Information 
On March 12, 2022, the Compensation Committee of our Board of Directors adopted an amendment of our 
2019 Equity Incentive Plan (the “2019 Plan”) to replace and supersede the language of Section 9(c) of the 2019 Plan 
in its entirety in order to provide that in the event of certain specified significant corporate transactions, any 
surviving or acquiring corporation (or its parent company) may assume or continue any or all stock awards 
outstanding under the 2019 Plan or may substitute similar awards for stock awards outstanding under the 2019 Plan. 
In the event of a corporate transaction in which the surviving or acquiring corporation (or its parent company) does 
not assume or continue outstanding stock awards, substitute similar awards for outstanding stock awards, or cancel 
outstanding stock awards for a per-share payment, in such form as may be determined by the Board of Directors, 
equal in value, at the effective time of the corporate transaction, to the value of property payable to the holders of 
common stock in connection with such corporate transaction and reduced, if applicable, for the per-share exercise 
price payable for such stock award, then with respect to such stock awards that have not been assumed, continued, 
substituted, or cancelled and that are held by holders whose service has not terminated prior to the effective time of 
the corporate transaction, the vesting of such awards (and, with respect to options and stock appreciation rights, the 
time when such awards may be exercised) will be accelerated in full. Any such awards, plus any outstanding awards 
held by holders who are not current service providers, will terminate if not exercised (if applicable) prior to the 
effective time of the corporate transaction, and holders may receive a payment, in such form as may be determined 
by our Board of Directors, equal in value, at the effective time, to the excess, if any, of (a) the value of the property 
the holder would have received upon exercise of the award, over (b) any exercise price payable by the holder in 
connection with such exercise. With respect to the vesting of performance stock awards that will accelerate upon the 
occurrence of a corporate transaction and that have multiple vesting levels depending on the level of performance, 
unless otherwise provided in the award agreement, the vesting of such performance stock awards will accelerate at 
100% of the target level upon the occurrence of the corporate transaction. 
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 
Not applicable.

111 
Part III. 
Item 10. Directors, Executive Officers and Corporate Governance 
We maintain a Code of Business Conduct and Ethics applicable to all of our employees, including our 
Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer, which is a “Code of 
Ethics for Senior Financial Officers” as defined by applicable rules of the SEC. This code is publicly available on 
our website at pagerduty.com. If we make any amendments to this code other than technical, administrative or other 
non-substantive amendments, or grant any waivers, including implicit waivers, from a provision of this code we will 
disclose the nature of the amendment or waiver, its effective date and to whom it applies on our website at 
pagerduty.com or in a Current Report on Form 8-K filed with the SEC. 
The information required by this Item is incorporated by reference to the definitive Proxy Statement for our 
2022 Annual Meeting of Stockholders, which will be filed with the SEC no later than 120 days after January 31, 
2022.  
Item 11. Executive Compensation 
The information required by this Item is incorporated by reference to the definitive Proxy Statement for our 
2022 Annual Meeting of Stockholders, which will be filed with the SEC no later than 120 days after January 31, 
2022.  
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder 
Matters 
The information required by this Item is incorporated by reference to the definitive Proxy Statement for our 
2022 Annual Meeting of Stockholders, which will be filed with the SEC no later than 120 days after January 31, 
2022.  
Item 13. Certain Relationships and Related Transactions and Director Independence 
The information required by this Item is incorporated by reference to the definitive Proxy Statement for our 
2022 Annual Meeting of Stockholders, which will be filed with the SEC no later than 120 days after January 31, 
2022.  
Item 14. Principal Accounting Fees and Services 
The information required by this Item is incorporated by reference to the definitive Proxy Statement for our 
2022 Annual Meeting of Stockholders, which will be filed with the SEC no later than 120 days after January 31, 
2022.

112 
PART IV. 
Item 15. Exhibits, Financial Statement Schedules 
(a) The following documents are included as part of this Form 10-K.
1. Index to Financial Statements
Our Consolidated Financial Statements are listed in the “Index to Consolidated Financial Statements” under 
Part II, Item 8 of this Form 10-K. 
2. Financial Statement Schedules
All other schedules are omitted as the information required is inapplicable or the information is presented in 
the consolidated financial statements or the related notes. 
3. Exhibits
The documents listed in the Exhibit Index of this Form 10-K are incorporated by reference or are filed with 
this Form 10-K, in each case as indicated therein (numbered in accordance with Item 601 of Regulation S-K).  
Exhibit 
Number 
Description
Form
File No.
Incorporated by 
Exhibit Reference
Filing Date
2.1
8-K
001-38856
2.1
October 1, 
2020
3.1
8-K
001-38856
3.1
April 15, 2019
3.2
8-K
001-38856
3.2
April 15, 2019
4.1
4.1
April 1, 2019
4.2
10-K
S-1/A  333-230323
1-38856
4.3
March 19, 2020
4.3
S-1
333-230323
4.2
March 15, 2019
4.4
8-K
001-38856
4.1
June 25, 2020
4.5
8-K
001-38856
4.2
June 25, 2020
10.1†
Filed herewith
10.2†
10-Q
001-38856
10.1
June 5, 2020
10.3†
10.3
March 21, 2019
10.4†
10-Q
S-1/A  333-230323
1-38856
10.1
June 4, 2021
10.5†
Agreement and Plan of Reorganization, dated as of 
September20, 2020, among PagerDuty, Inc., Reef Merger Sub I, 
Inc., Reef Merger Sub II, LLC, Rundeck, Inc., and Shareholder 
Representative Services LLC 
Amended and Restated Certificate of Incorporation of 
PagerDuty, Inc. 
Amended and Restated Bylaws of PagerDuty, Inc. 
Form of common stock certificate of PagerDuty, Inc. 
Description of Securities 
Amended and Restated Investors’ Rights Agreement, dated 
August 24, 2018, by and among PagerDuty, Inc. and certain of 
its stockholders 
Indenture, dated as of June 25, 2020, between PagerDuty, Inc. 
and U.S. Bank National Association, as Trustee 
Form of Global Note, representing PagerDuty, Inc.’s 1.25% 
Convertible Senior Notes due 2025 (included as Exhibit A to the 
Indenture filed as Exhibit 4.4) 
PagerDuty, Inc. 2019 Equity Incentive Plan, as amended, and 
forms of agreements thereunder 
Forms of Option Agreement and Restricted Stock Unit 
Agreement under the 2019 Equity Incentive Plan 
PagerDuty, Inc. 2019 Employee Stock Purchase Plan 
Form of Performance Stock Unit Agreement under the 2019 
Equity Incentive Plan 
Form of Indemnification Agreement entered into by and 
between PagerDuty, Inc. and each director and executive officer 
S-1
333-230323
10.4
March 15, 2019
10.6†
10-K
001-38856
10.5
March 19, 2021
10.7†
S-1/A 
333-230323
10.6
April 1, 2019
10.8†
10.7
April 1, 2019
10.9†
Amended and Restated Offer Letter, as amended, by and 
between PagerDuty, Inc. and Jennifer G. Tejada 
Confirmatory Offer Letter by and between PagerDuty, Inc. 
and Howard Wilson 
Confirmatory Offer Letter by and between PagerDuty, Inc. 
and Stacey A. Giamalis 
Offer Letter by and between PagerDuty, Inc. and David Justice 
10-K
S-1/A 
333-230323
1-38856
10.7
March 19, 2020
10.10†
10-K
001-38856
10.9
March 19, 2021
10.11†
Filed herewith
10.12
10.11
March 21, 2019
10.13
PagerDuty, Inc. Amended and Restated Executive Severance 
and Change in Control Policy 
PagerDuty, Inc. Cash Incentive Bonus Plan, as amended 
PagerDuty, Inc. Non-Employee Director Compensation 
Policy Form of Confirmation for Capped Call Transactions 
8-K
S-1/A  333-230323
1-38856
10.1
June 25, 2020

113 
10.14 
S-1
333-230323
10.9 
March 15, 2019 
21.1 
Filed herewith 
23.1 
Filed herewith 
24.1 
Filed herewith 
31.1 
Filed herewith 
31.2 
Filed herewith
32.1* 
Lease Agreement, dated September 17, 2015, between 
PagerDuty, Inc. and Toda America, Inc., as amended 
List of subsidiaries of PagerDuty, Inc. 
Consent of Independent Registered Public Accounting Firm 
Power of Attorney (included on signature page) 
Certification of the Chief Executive Officer pursuant to 
Exchange Act Certification of the Chief Executive Officer 
pursuant to Exchange Act Rule 13a-14 as adopted pursuant to 
Section 302 of the Sarbanes-Oxley Act of 2002 13a-14 as 
adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 
2002 
Certification of the Chief Financial Officer pursuant to 
Exchange Act Rule 13a-14 as adopted pursuant to Section 
302 of the Sarbanes-Oxley Act of 2002 
Certification of the Chief Executive Officer and the Chief 
Financial Officer pursuant to 18 U.S.C. Certification of the 
Chief Executive Officer and the Chief Financial Officer 
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to 
Section 906 of the Sarbanes-Oxley Act of 2002 1350, as a
2002
dopt
 
ed pursuant to Section 906 of the Sarbanes-Oxley Act of 
Furnished herewith 
101.INS 
XBRL Instance Document - the instance document does not 
appear in the Interactive Data File because its XBRL tags are 
embedded within the Inline XBRL document.
Filed herewith
101.SCH 
XBRL Taxonomy Extension Schema Document.
Filed herewith 
101.CAL 
XBRL Taxonomy Extension Calculation Linkbase Document.
Filed herewith 
101.DEF 
XBRL Taxonomy Extension Definition Linkbase Document.
Filed herewith 
101.LAB 
XBRL Taxonomy Extension Label Linkbase Document.
Filed herewith 
101.PRE 
XBRL Taxonomy Extension Presentation Linkbase Document.
Filed herewith 
*  The certifications furnished in Exhibit 32.1 hereto are deemed to accompany this Annual Report on Form 10-K and will not be 
deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, except to the extent that the registrant specifically 
incorporates it by reference. 
†  
Indicates a management contract or compensatory plan.

114 
Item 16. Form 10-K Summary 
None.

115 
SIGNATURES 
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has 
duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. 
PAGERDUTY, INC. 
Date: March 17, 2022 
By: 
/s/ Jennifer G. Tejada 
Jennifer G. Tejada 
Chief Executive Officer 
(Principal Executive 
Officer)

116 
POWER OF ATTORNEY 
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below 
constitutes and appoints Jennifer G. Tejada and Owen Howard Wilson, and each of them, as his or her true and 
lawful attorney-in-fact and agent with full power of substitution and resubstitution, for such individual in any and all 
capacities, to sign any and all amendments to this Form 10-K, and to file the same, with all exhibits thereto and 
other documents in connection therewith, with the Securities and Exchange Commission, granting unto said 
attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and 
thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as he or she 
might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of 
them, or the individual’s substitute, may lawfully do or cause to be done by virtue hereof. 
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed 
by the following persons on behalf of the Company and in the capacities and on the dates indicated.

117 
Signature 
Title 
Date 
/s/ Jennifer G. Tejada 
Chief Executive Officer and Director 
(Principal Executive Officer) 
March 17, 2022 
Jennifer G. Tejada 
/s/ Owen Howard Wilson 
Chief Financial Officer (Principal 
Financial Officer) 
March 17, 2022 
Owen Howard Wilson 
/s/ Mitra Rezvan 
Vice President, Finance and Corporate 
Controller (Principal Accounting Officer) 
March 17, 2022 
Mitra Rezvan 
/s/ Sameer Dholakia 
Director 
March 17, 2022 
Sameer Dholakia 
/s/ Alec Gallimore 
Director 
March 17, 2022 
Alec Gallimore 
/s/ Elena Gomez 
Director 
March 17, 2022 
Elena Gomez 
/s/ Rathi Murthy 
Director 
March 17, 2022 
Rathi Murthy 
/s/ Zachary Nelson 
Director 
March 17, 2022 
Zachary Nelson 
/s/ Alex Solomon 
Director 
March 17, 2022 
Alex Solomon 
/s/ Bonita Stewart 
Director 
March 17, 2022 
Bonita Stewart

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