---
schema_version: "secwatch.filing_event.v1"
accession: "0001568100-23-000048"
form_type: "8-K"
ticker: "PD"
cik: "0001568100"
company_name: "PagerDuty, Inc."
filed_at: "2023-10-13T23:59:59+00:00"
generated_at: "2026-06-10T00:00:06.382808+00:00"
event_type: "debt"
sentiment: "neutral"
materiality_score: 0.65
calibrated_materiality_score: 0.65
confidence: "high"
source: SEC EDGAR
---

# PagerDuty issues $402.5M of 1.50% convertible notes due 2028; repurchases $230M of 2025 notes and $50M of stock

## Summary
- $402.5M aggregate principal of 1.50% Convertible Senior Notes due 2028, initial conversion price $27.35 (27.5% premium to market).
- Net proceeds of ~$390.4M; used $55.1M for capped calls, $224.5M to repurchase $230M of 2025 notes, $50M to repurchase shares at $21.45.
- Capped call transactions set initial cap price at $42.90/share to offset dilution upon conversion of the new notes.
- Irrevocably elected cash settlement for remaining 2025 notes; converting holders receive cash up to $1,000 principal plus excess in cash/stock.

## SEC filing metadata
- accession: 0001568100-23-000048
- form_type: 8-K
- ticker: PD
- cik: 0001568100
- company_name: PagerDuty, Inc.
- filed_at: 2023-10-13T23:59:59+00:00
- event_type: debt
- sentiment: neutral
- materiality_score: 0.65
- calibrated_materiality_score: 0.65
- confidence: high
- sec_items: 1.01, 2.03, 3.02, 8.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1568100/000156810023000048/0001568100-23-000048-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1568100/000156810023000048/pd-20231009.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001568100-23-000048
- JSON: https://secwatch.observer/filing/0001568100-23-000048.json
- Plain text: https://secwatch.observer/filing/0001568100-23-000048.txt

## Key facts
- Debt Financings
  PagerDuty, Inc. incurred convertible notes of $402.5 million with U.S. Bank Trust Company, National Association at 1.50% maturing October 15, 2028.
  - Instrument: convertible notes
  - Principal: $402.5 million
  - Counterparty: U.S. Bank Trust Company, National Association
  - Rate: 1.50%
  - Maturity: October 15, 2028
  - Event: incurrence
  source text: On October 13, 2023, PagerDuty, Inc. (the “Company”) completed its previously announced private offering (the “Offering”) of $402.5 million aggregate principal amount of 1.50% Convertible Senior Notes due 2028
  evidence_url: https://www.sec.gov/Archives/edgar/data/1568100/000156810023000048/0001568100-23-000048-index.htm
- Material Agreements
  PagerDuty, Inc. entered into Indenture with U.S. Bank Trust Company, National Association valued at $402.5 million aggregate principal amount of 1.50% Convertible Senior Notes due 2028 (effective 2023-10-13).
  - Action: entry
  - Agreement: notes offering
  - Counterparty: U.S. Bank Trust Company, National Association
  - Value: $402.5 million aggregate principal amount of 1.50% Convertible Senior Notes due 2028
  - Effective: 2023-10-13
  source text: On October 13, 2023, PagerDuty, Inc. (the “Company”) completed its previously announced private offering (the “Offering”) of $402.5 million aggregate principal amount of 1.50% Convertible Senior Notes due 2028 (the “Notes”), including the exercise in full of the initial purchasers’ option to purchase up to an additional $52.5 million principal amount of the Notes. The Notes were issued pursuant to an indenture, dated October 13, 2023 (the “Indenture”), between the Company and U.S. Bank Trust Company, National Association, as trustee.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1568100/000156810023000048/0001568100-23-000048-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.