PD on NYSE

PagerDuty

Logo: pagerduty.com5

American technology company

PagerDuty, Inc. is an American cloud computing company specializing in a SaaS incident management platform for IT operations departments. PagerDuty is headquartered in San Francisco with offices in Toronto, Atlanta, London, Lisbon, Tokyo, and Sydney. Its platform is designed to alert clients to disruptions and outages.3 Its shares trade on NYSE under the symbol PD.1 Wikipedia text CC BY-SA 4.0

Price unavailable

Last updated Oct 21, 2026.

Overview

$492.5MRevenue, fiscal 20266
$173.4MNet income, fiscal 20266
2009Founded1

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  • TickerPD on NYSE1
  • Industryinformation technology industry1
  • HeadquartersSan Francisco1
  • Websitewww.pagerduty.com
  • Legal formDelaware corporation1
  • Incorporated inDE7
  • Business address600 Townsend Street #200, San Francisco, Ca 941037
  • Filer categoryLarge accelerated filer7
  • LEI549300U1SB749EDAGH214
  • StatusActive4
  • LEI statusLapsed (not renewed)4
  • Registered addressC/O THE CORPORATION TRUST COMPANY, 19801 Wilmington, United States4
  • Registered withDivision of Corporations, Department of State, 48298704
PagerDuty image from its website
Image: pagerduty.com5

PagerDuty, Inc. is an American cloud computing company specializing in a SaaS incident management platform for IT operations departments.3

Financials

From the company’s reports to the SEC. Every number links to the filing it came from.

Key numbers, fiscal 2026

84.9%Gross margin6
1.2%Operating margin6
35.2%Net margin6
5.4%Revenue growth, 20266
68.4%Return on equity6
1.66×Debt to equity6
$111.9MFree cash flow6

What sells

Revenue by product, business segment and region, as the company reports it to the SEC.

Regions

United States brought in 71% of the revenue PagerDuty broke down this way in fiscal 2026.

  1. United States$351.0M671%up 4% from 2025
  2. Outside the United States$141.5M629%up 9% from 2025
Regions by year
Regions202420252026
United States$312.2M$337.6M$351.0M
Outside the United States$118.5M$129.9M$141.5M

Where the money goes

Where each dollar of revenue went, fiscal 2026

  • Cost of revenue14¢$74.1M
  • Research and development24¢$126.9M
  • Income tax29¢$152.5M
  • Profit33¢$173.4M

Out of $492.5M in revenue.6

Where each dollar of operating cash went, fiscal 2026

  • Capital spending2¢$2.9M
  • Share buybacks98¢$134.9M

Out of $114.9M of cash from operations. Spending exceeded cash from operations; the rest came from savings or borrowing.6

Financial statements

Revenue10111213146$492.5M in 2026+318% since 2019
0$200.0M$400.0M$600.0M2019: $117.8M$117.8M20192020: $166.4M$166.4M2020+41%2021: $213.6M$213.6M2021+28%2022: $281.4M$281.4M2022+32%2023: $370.8M$370.8M2023+32%2024: $430.7M$430.7M2024+16%2025: $467.5M$467.5M2025+9%2026: $492.5M$492.5M2026+5%
Gross profit10111213146$418.4M in 2026+316% since 2019
0$200.0M$400.0M$600.0M2019: $100.6M$100.6M20192020: $141.8M$141.8M2020+41%2021: $182.9M$182.9M2021+29%2022: $233.0M$233.0M2022+27%2023: $300.4M$300.4M2023+29%2024: $352.9M$352.9M2024+17%2025: $387.8M$387.8M2025+10%2026: $418.4M$418.4M2026+8%
Operating income10111213146$5.8M in 2026
-$150.0M-$100.0M-$50.0M0$50.0M2019: -$42.3M-$42.3M20192020: -$55.6M-$55.6M2020+31%2021: -$66.3M-$66.3M2021+19%2022: -$101.7M-$101.7M2022+53%2023: -$129.4M-$129.4M2023+27%2024: -$96.2M-$96.2M2024−26%2025: -$59.8M-$59.8M2025−38%2026: $5.8M$5.8M2026
Net income10111213146$173.4M in 2026
-$200.0M-$100.0M0$100.0M$200.0M2019: -$40.7M-$40.7M20192020: -$50.3M-$50.3M2020+24%2021: -$68.9M-$68.9M2021+37%2022: -$107.5M-$107.5M2022+56%2023: -$128.4M-$128.4M2023+20%2024: -$75.2M-$75.2M2024−41%2025: -$42.7M-$42.7M2025−43%2026: $173.4M$173.4M2026

Every line of the income statement as filed: the last 3 fiscal years, latest first.6

Period ending2026-01-312025-01-312024-01-31
Revenue$492.5M$467.5M$430.7M
Cost of revenue$74.1M$79.7M$77.8M
Gross profit$418.4M$387.8M$352.9M
Research and development$126.9M$141.5M$139.8M
Sales and marketing$184.0M$201.8M$196.8M
General and administrative$101.6M$104.3M$112.6M
Total operating expenses$412.6M$447.6M$449.1M
Income (loss) from operations$5.8M-$59.8M-$96.2M
Interest income$22.7M$27.5M$22.1M
Interest expense-$8.9M-$9.3M-$6.5M
Gain on partial extinguishment of convertible senior notes$0$0$3.7M
Other income (expense), net$489.0K-$215.0K-$433.0K
Income (loss) before (benefit from) provision for income taxes$20.2M-$41.8M-$77.4M
(Benefit from) provision for income taxes-$152.5M$1.8M-$12.0K
Net income (loss)$172.7M-$43.5M-$77.4M
Net loss attributable to redeemable non-controlling interest-$664.0K-$801.0K-$2.2M
Net income (loss) attributable to PagerDuty, Inc.$173.4M-$42.7M-$75.2M
Less: Adjustment attributable to redeemable non-controlling interest-$481.0K$11.7M$6.6M
Net income (loss) attributable to PagerDuty, Inc. common stockholders$173.9M-$54.5M-$81.8M
Weighted average shares used in calculating net loss per share, basic (in shares)91.2M shares92.0M shares92.3M shares
Weighted average shares used in calculating net loss per share, diluted (in shares)93.0M shares92.0M shares92.3M shares
Net loss per share, basic, attributable to PagerDuty, Inc. common stockholders (in dollars per share)$1.91-$0.59-$0.89
Net loss per share, diluted, attributable to PagerDuty, Inc. common stockholders (in dollars per share)$1.87-$0.59-$0.89

Compare PagerDuty with another company

Corporate structure

PagerDuty sits at the top of its group. 5 entities, 5 countries on record. Switch between the flow chart and the network, and select any entity to see its details.

Major holders of PagerDuty

  • PagerDuty San Francisco, California, United States
    • PagerDuty Chile SpA Subsidiary · Chile
    • PagerDuty K.K. Subsidiary · Japan
    • PagerDuty Portugal, Unipessoal Lda Subsidiary · Portugal
    • PagerDuty Switzerland GmbH Subsidiary · Switzerland

Built from parent and subsidiary links from GLEIF, the Global Legal Entity Identifier Foundation (CC0); subsidiaries listed in Exhibit 21 of annual reports filed with the SEC; major holders from Schedules 13D and 13G. Each entity in the chart links to its source.

What it owns

What PagerDuty reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.

Property and equipment

ItemLatestA year beforeChange
Accumulated depreciation$32.5M6 Jan 31, 2026$25.7M6 Jan 31, 2025+26.7%
Property and equipment, net$29.2M6 Jan 31, 2026$21.3M6 Jan 31, 2025+36.8%
Operating-lease assets (leased space)$12.5M6 Jan 31, 2026$6.8M6 Jan 31, 2025+83.8%

Investments

ItemLatestA year beforeChange
Cash and cash equivalents$237.4M6 Jan 31, 2026$346.5M6 Jan 31, 2025−31.5%
Marketable securities, current$232.4M6 Jan 31, 2026$224.4M6 Jan 31, 2025+3.6%

Intangibles and goodwill

ItemLatestA year beforeChange
Goodwill$137.4M6 Jan 31, 2026$137.4M6 Jan 31, 20250%
Intangible assets, net (excluding goodwill)$15.6M6 Jan 31, 2026$20.9M6 Jan 31, 2025−25.0%
Finite-lived intangibles, gross$59.0M6 Jan 31, 2026$59.0M6 Jan 31, 20250%
Accumulated amortization$43.4M6 Jan 31, 2026$38.2M6 Jan 31, 2025+13.7%
Finite-lived intangibles, net$15.6M6 Jan 31, 2026$20.9M6 Jan 31, 2025−25.0%

Properties, in its own words

Our corporate headquarters is located in San Francisco, California, and consists of approximately 42,118 square feet of space under a lease that expires in fiscal 2029.

We also have office locations in Atlanta, Georgia; Toronto, Canada; Santiago, Chile; London, England; Sydney, Australia; Lisbon, Portugal; and Tokyo, Japan.

Item 2 of the 10-K filed Mar 12, 2026.18

The story

The company was founded 2009 in Toronto, Ontario, by University of Waterloo graduates Alex Solomon, Andrew Miklas, and Baskar Puvanathasan. The company was incubated at Y Combinator.

In July 2016, the former CEO of Keynote Systems, Jennifer Tejada, was named CEO of PagerDuty.

In June 2018, PagerDuty launched Event Intelligence, a product designed to analyze incoming digital signals and human responses to communicate incident response suggestions to operators when new incidents occur. At its industry conference in September 2018, the company also launched PagerDuty Visibility and PagerDuty Analytics.

In March 2019, PagerDuty filed its S-1 with the SEC in anticipation of its IPO and in April 2019, PagerDuty went public on the New York Stock Exchange.

On January 21, 2023 PagerDuty CEO Tejada's layoff memo was criticized for insensitivity for inappropriately quoting Martin Luther King, announcing promotions of executives, and tone deafness.

In May 2026, John DiLullo was named CEO and Jennifer Tejada became Executive Chair

In June 2026, Eric Prengel was named Chief Financial Officer

From Wikipedia’s article on PagerDuty, shared under CC BY-SA 4.0.8

Leadership

Who has led PagerDuty, and when. Pick a name to see everywhere that person has worked.

Board members and other officers (23)

Products and brands

  • software

Listed on Wikidata.1

Subsidiaries and ownership

Subsidiaries (Exhibit 21)

  • PagerDuty Chile SpA Chile9
  • PagerDuty K.K. Japan9
  • PagerDuty Portugal, Unipessoal Lda Portugal9
  • PagerDuty Switzerland GmbH Switzerland9
  • PagerDuty, Inc. Canada9
  • PagerDuty, Ltd United Kingdom9
  • PagerDuty, Pty Ltd. Australia9

The subsidiaries the company lists in Exhibit 21 of its annual report, as filed.

Acquisitions

In October 2020, PagerDuty completed the acquisition of Rundeck, a provider of DevOps automation.

In March 2022, PagerDuty completed the acquisition of Catalytic, a no-code automation platform.

In November 2023, PagerDuty completed the acquisition of Jeli, an incident management startup.

From Wikipedia’s article on PagerDuty, shared under CC BY-SA 4.0.8

Timeline

  1. Aug 27, 20268-K Results of operations; Exit or restructuring costs44
  2. Jul 14, 20268-K Executive or director change; Regulation FD disclosure45
  3. Jun 22, 20268-K Executive or director change; Regulation FD disclosure46
  4. Jun 22, 20268-K Shareholder vote47
  5. May 28, 20268-K Results of operations; Other events48
  6. May 13, 2026New chief executive John D. Dilullo becomes CEO19
  7. May 11, 20268-K Executive or director change; Regulation FD disclosure49
  8. Mar 12, 20268-K Results of operations50
  9. Feb 4, 20268-K Executive or director change51
  10. Jan 20, 20268-K Executive or director change; Regulation FD disclosure52
  11. Dec 31, 20258-K Executive or director change53
  12. Nov 25, 20258-K Results of operations; Executive or director change54
  13. Sep 3, 20258-K Results of operations; Other events55
  14. Apr 10, 2019New chief executive Jennifer Tejada becomes CEO20
  15. 2019Went public Listed on NYSE1
  16. 2009Founded Founded1

Calendar

Coming up

  1. Nov 24, 2026Reports results for the quarter ending Oct/2026 A year earlier it reported $0.15 a share, on Nov 25, 2025.56

When it reported results

  1. Aug 27, 2026Reported quarterly or annual results44
  2. May 28, 2026Reported quarterly or annual results48
  3. Mar 12, 2026Reported quarterly or annual results50
  4. Nov 25, 2025Reported quarterly or annual results54
  5. Sep 3, 2025Reported quarterly or annual results55
  6. May 29, 2025Reported quarterly or annual results57
  7. Mar 13, 2025Reported quarterly or annual results58
  8. Nov 26, 2024Reported quarterly or annual results59

Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar

Filings

433 filings to the SEC since October 2021: 6 annual reports, 15 quarterly reports, 47 major events, 261 insider forms, 40 large holders, 64 other. The latest 20:

  1. Oct 6, 20264 EDGAR
  2. Oct 6, 20264 EDGAR
  3. Oct 6, 20264 EDGAR
  4. Oct 6, 20264 EDGAR
  5. Oct 2, 20264 EDGAR
  6. Sep 30, 2026144 EDGAR
  7. Sep 28, 20264 EDGAR
  8. Sep 24, 2026144 EDGAR
  9. Sep 3, 2026144 EDGAR
  10. Sep 2, 2026144 EDGAR
  11. Sep 1, 2026144 EDGAR
  12. Aug 28, 20264 EDGAR
  13. Aug 27, 202610-Q EDGAR
  14. Aug 27, 20268-K EDGAR
  15. Aug 17, 2026144 EDGAR
  16. Jul 31, 2026SCHEDULE 13G/A EDGAR
  17. Jul 31, 2026SCHEDULE 13G/A EDGAR
  18. Jul 29, 2026SCHEDULE 13G/A EDGAR
  19. Jul 20, 20264 EDGAR
  20. Jul 16, 2026144 EDGAR

The 433 filings since October 2021 can be filtered by form type and year here when JavaScript is on.

Every filing from the last five years, summarized. The full record is on SEC EDGAR.

Insider trades

113 open-market trades by officers, directors and large owners since October 2021: 0 buys and 113 sales. Grants, option exercises and gifts are left out.

DateWhoTradeSharesPriceValueFiling
Sep 24, 2026Tejada JenniferExecutive ChairSale8,000$15.00$120.0KForm 4
Jul 17, 2026Tejada JenniferExecutive ChairSale96,847$10.41$1.0MForm 4
Jul 16, 2026Tejada JenniferExecutive ChairSale302,100$10.70$3.2MForm 4
May 19, 2026Tejada JenniferExecutive ChairSale105,101$6.92$727.3KForm 4
May 18, 2026Tejada JenniferExecutive ChairSale358,400$6.98$2.5MForm 4
Dec 30, 2025Solomon Dan AlexandruDirectorSale266,667$13.35$3.6MForm 4
Jul 25, 2025Solomon Dan AlexandruDirectorSale48$18.00$864Form 4
Jan 28, 2025Tejada JenniferExecutive ChairSale1,569$20.00$31.4KForm 4
Jan 28, 2025Wilson HowardSale600$20.00$12.0KForm 4
Jan 6, 2025WEBB SHELLEYChief Legal and People OfficerSale7,879$18.19$143.3KForm 4
Dec 12, 2024Tejada JenniferExecutive ChairSale12,500$20.12$251.5KForm 4
Dec 10, 2024Solomon Dan AlexandruDirectorSale137,700$20.49$2.8MForm 4
Nov 12, 2024Tejada JenniferExecutive ChairSale18,750$20.04$375.8KForm 4
Nov 7, 2024Wilson HowardSale21,066$20.02$421.7KForm 4
Nov 7, 2024Tejada JenniferExecutive ChairSale38,392$20.05$769.8KForm 4
Oct 9, 2024REZVAN MITRASVP Finance & CAOSale2,942$18.06$53.1KForm 4
Oct 9, 2024WEBB SHELLEYChief Legal and People OfficerSale6,246$18.12$113.2KForm 4
Aug 23, 2024Tejada JenniferExecutive ChairSale18,750$20.09$376.7KForm 4
Jul 30, 2024Tejada JenniferExecutive ChairSale14,512$22.00$319.3KForm 4
Jul 17, 2024Tejada JenniferExecutive ChairSale2,000$22.00$44.0KForm 4

All 113 trades can be filtered by person here when JavaScript is on.

From Forms 4 filed with the SEC.

Major holders

Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.

Executive pay

What the company paid its top executives, from the summary compensation table in its proxy statement. Total pay includes salary, bonus, stock and option awards and other pay, as the company valued them.

YearExecutiveAgeSalaryTotal pay
2026Jennifer TejadaChief Executive Officer55$600.0K$15.3M72
2026Howard WilsonChief Financial Officer61$471.8K$5.3M72
2025Jennifer TejadaChief Executive Officer55$600.0K$19.8M72
2025Howard WilsonChief Financial Officer61$455.9K$4.9M72
2024Jennifer TejadaChief Executive Officer55$600.0K$19.8M72
2024Howard WilsonChief Financial Officer61$455.9K$7.3M72

Held by these funds

The largest holders among investment managers' 13F reports for the quarter ending Jun 30, 2026, the top 25 of 100. Change is in shares since the quarter before.

FundSharesValueShare of the fundChange
BlackRock, Inc.9,251,425$89.3M0.0%−986,587
Vanguard Portfolio Management LLC5,670,562$54.7M0.0%−1,615,581
D. E. Shaw & Co., Inc.4,222,054$40.7M0.0%+237,559
Lynrock Lake LP3,704,439$35.7M5.7%+2,337,773
Aqr Capital Management LLC3,225,921$31.1M0.0%+885,899
Vanguard Capital Management LLC3,169,571$30.6M0.0%−688,939
State Street Corp2,490,980$24.0M0.0%+31,524
Geode Capital Management, LLC2,248,387$21.7M0.0%−33,082
Goldman Sachs Group Inc2,052,072$19.8M0.0%−60,574
Qube Research & Technologies Ltd2,001,263$19.3M0.0%−43,734
Morgan Stanley1,937,403$18.7M0.0%+47,931
Ameriprise Financial Inc1,592,384$15.4M0.0%+391,518
Jacobs Levy Equity Management, Inc1,295,371$12.5M0.0%−40,849
Fmr LLC979,915$9.5M0.0%−33,876
Royce & Associates LP822,600$7.9M0.1%+335,108
Two Sigma Investments, LP812,861$7.8M0.0%−568,836
Bank of New York Mellon Corp790,552$7.6M0.0%−26,136
Northern Trust Corp788,121$7.6M0.0%−17,806
Creative Planning722,458$7.0M0.0%+357,803
Citadel Advisors LLC690,785$6.7M0.0%+72,870
Charles Schwab Investment Management Inc669,235$6.5M0.0%−71,494
Citigroup Inc654,171$6.3M0.0%+156,574
Jane Street Group, LLC627,564$6.1M0.0%−810
Franklin Resources Inc598,318$5.8M0.0%+214,090
Deutsche Bank Ag\584,695$5.6M0.0%+193,718

13F reports cover disclosed long positions in U.S. stocks only.

Members of Congress who traded it

1 trades disclosed by members of Congress. “Vs S&P since” is the stock’s change since the trade minus the S&P 500’s.

DateMemberTradeAmountVs S&P sinceFiling
Jul 12, 2023Daniel S. GoldmanDemocratic, HouseSale$1,001 - $15,000+101.6%Report

Members report amounts as ranges, not exact figures. Returns are price-only (no dividends).

SEC filer profile

How PagerDuty is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.

  • Name on EDGARPagerDuty, Inc.2
  • CIK0001568100
  • Employer ID (EIN)27-279387118
  • Filer statusLarge accelerated filer not an emerging growth company; not a smaller reporting company; not a shell company18
  • Incorporated inDelaware18
  • Fiscal year endsJanuary 312
  • Industry code (SIC)7372 Services-Prepackaged Software2
  • SEC reviewing officeOffice of Technology, Division of Corporation Finance2
  • Business address600 Townsend Street #200, San Francisco, CA 941032
  • Phone(844) 800-38892
  • Shares outstanding78,649,873 as of Aug 25, 202616
  • Public float$1.4B as of Jul 31, 202518
  • AuditorPricewaterhouseCoopers LLP, San Francisco, California PCAOB ID 238; it also attests to the company’s internal control over financial reporting18
  • On EDGAR sinceJan 31, 20132
  • Filings699 in all: 4 (394), 8-K (67), 144 (36), SC 13G/A (36), 3 (32), 10-Q (23), SC 13G (15), SCHEDULE 13G/A (14)2
    All 30 form types

    4/A (10), S-8 (10), DEFA14A (9), 10-K (7), DEF 14A (7), UPLOAD (6), CORRESP (5), ARS (4), SCHEDULE 13G (4), D (3), S-1/A (3), 8-K/A (2), DRS/A (2), DRSLTR (2), 10-K/A (1), 424B4 (1), 8-A12B (1), CERT (1), D/A (1), DRS (1), EFFECT (1), S-1 (1)

  • Latest filingsAnnual report (10-K) Mar 12, 2026
    Quarterly report (10-Q) Aug 27, 2026
    Proxy statement (DEF 14A) May 4, 2026
    Latest 8-K (8-K) Aug 27, 2026

Securities registered for trading

ClassSymbolExchange
Common Stock, par value $0.000005 per sharePDNew York Stock Exchange

From the cover page of the 10-K filed Mar 12, 2026 (Section 12(b) of the Exchange Act).18

Risk factors and legal proceedings

The risks PagerDuty names in Item 1A of its 10-K filed Mar 12, 2026: 68 risks under these headings, as written.18

  • This summary provides an overview of the risks we face and should not be considered a substitute for the more fulsome risk factors discussed immediately following this summary.
  • Risks Related to Our Business and Industry
  • We have experienced slowing growth rates in recent periods, and our revenue growth may continue to decelerate, fluctuate, or decline.
  • The markets in which we participate are competitive, and if we do not compete effectively, our operating results could be harmed.
  • If we are unable to attract new customers, our revenue will be adversely affected.
  • Our previous and any future restructuring efforts may not result in the anticipated savings or operational efficiencies expected, could result in greater total costs and expenses than we estimated, and could disrupt our business.
  • If we are unable to retain our current customers or sell additional functionality and services to them, our revenue will be adversely affected.
  • 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.
  • We have a history of operating losses and may not sustain or increase 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 fail to grow or even decline, and we may incur additional operating losses.
  • We derive a majority of our revenue from a single product.
  • The nature of our business exposes us to inherent liability risks.
The other 57 risks
  • 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.
  • Because we recognize revenue from the vast 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.
  • Our annual recurring revenue and certain other operational data are operating metrics that are subject to assumptions and limitations, including that the factors that impact ARR will vary from those that impact revenue. As such, these metrics may not provide an accurate indication of our actual performance or our future results.
  • Seasonality may cause fluctuations in our sales and operating results.
  • 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.
  • 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.
  • If our products fail to perform properly due to defects or similar problems, and if we fail to develop enhancements to resolve any defects or other problems, we could lose customers, become subject to service performance or warranty claims, or incur other significant costs.
  • As we continue to pursue sales to new and existing enterprise customers, our sales cycle, forecasting processes, and deployment processes may become more unpredictable and require greater time and expense.
  • 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.
  • Issues relating to the responsible use of our technologies, including Emerging AI Technologies in our offerings, may result in reputational or financial harm and liability.
  • If we cannot continue to maintain our company culture, our success and our business may be harmed.
  • 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.
  • 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.
  • 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.
  • If our information technology systems or those of third parties with whom we work or our data are or were compromised, we could experience adverse consequences resulting from such compromise, including, but not limited to, significant costs, litigation and regulatory investigations and actions, harm to our reputation, loss of revenue or profits, loss of customers, and other adverse consequences.
  • 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.
  • 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.
  • If we do not or cannot maintain the compatibility of our platform with third-party applications that our customers use in their businesses, our revenue and growth prospects will decline.
  • The success of our business depends on our customers’ continued and unimpeded internet access.
  • 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.
  • If we fail to offer high-quality support, our business and reputation could suffer.
  • 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.
  • Our current operations are international in scope, and we plan further geographic expansion, creating a variety of operational challenges.
  • Our international operations may subject us to potential adverse tax consequences.
  • International trade policies, geopolitical developments, and macroeconomic conditions, including tariffs, sanctions, trade barriers, and global instability, may adversely affect our business, financial condition, results of operations and prospects.
  • We are exposed to fluctuations in currency exchange rates, which could negatively affect our operating results.
  • Our ability to use our net operating losses to offset future taxable income may be subject to certain limitations.
  • Changes in tax laws or regulations may have a material adverse effect on our business, cash flow, financial condition, or results of operations.
  • If our estimates or judgments relating to our critical accounting policies prove to be incorrect, our results of operations could be adversely affected.
  • We may not be able to successfully manage the growth of our business if we are unable to continue improving our internal systems, processes, and controls.
  • 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.
  • Any litigation or claims against us could be costly and time-consuming to defend.
  • 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 use open-source software in our products, which could subject us to litigation or other actions.
  • Indemnity provisions in various agreements potentially expose us to substantial liability for intellectual property infringement, data protection, and other losses.
  • 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.
  • Failure to comply with governmental laws and regulations could harm our business.
  • Increased government scrutiny of the technology industry could negatively affect our business.
  • Our sales to government entities and highly regulated organizations are subject to a number of challenges and risks.
  • We are subject to government regulation, including export, import and economic sanctions laws and regulations, that may impair our ability to compete in international markets or subject us to liability if we fail to comply.
  • Servicing our debt, including our 1.50% convertible senior notes due 2028 (the “2028 Notes”), may require a significant amount of cash and we may not have sufficient cash flow from our business or the ability to raise the funds necessary to settle conversion of the 2028 Notes in cash, repurchase the 2028 Notes upon a fundamental change or to repay our indebtedness at maturity.
  • The conditional conversion feature of the 2028 Notes, if triggered, may adversely affect our financial condition and results of operations.
  • Transactions relating to our 2028 Notes may affect the value of our common stock.
  • We are subject to counterparty risk with respect to the Capped Calls.
  • 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 acquired, and may in the future acquire, other businesses, which could require significant management attention, disrupt our business, or dilute stockholder value.
  • Risks Related to Ownership of Our Common Stock
  • Our stock price may be volatile, and the value of our common stock may decline.
  • Future sales of our common stock in the public market could cause the market 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.
  • 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.
  • 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.
  • 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.
  • 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.
  • General Risks
  • The requirements of being a public company may strain our resources and distract our management, which could make it difficult to manage our business, especially now that we are no longer an “emerging growth company.”
  • 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.
  • Our reported financial results may be adversely affected by changes in accounting principles generally accepted in the United States.

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.

The opening of Item 3, Legal Proceedings.18

Sources

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