Net Loss per Share

Net loss used for the purpose of determining basic and diluted net loss per share is determined by taking net loss attributable to PagerDuty, Inc., less the redeemable non-controlling interests redemption value adjustment.

The following table presents the calculation of basic and diluted net loss per share attributable to PagerDuty, Inc. common stockholders for the periods indicated (in thousands, except number of shares and per share data):


	Three months ended July 31,				Six months ended July 31,
	2024		2023		2024		2023
Numerator:
Net loss attributable to PagerDuty, Inc. common stockholders	$	(10,912)	$	(22,053)	$	(28,051)	$	(34,271)
Less: Adjustment attributable to redeemable non-controlling interest	2,330		1,729		9,247		1,729
Net loss attributable to PagerDuty, Inc. common stockholders	$	(13,242)	$	(23,782)	$	(37,298)	$	(36,000)
Denominator:
Weighted average shares used in calculating net income (loss) per share, basic and diluted	93,289		92,542		93,082		92,041
Net loss per share, basic and diluted, attributable to PagerDuty, Inc. common stockholders	$	(0.14)	$	(0.26)	$	(0.40)	$	(0.39)

Since the Company was in a loss position for the periods presented, basic net loss per share and diluted net loss per share are the same, 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 (in thousands):


	As of July 31,
	2024	2023
Shares subject to outstanding common stock awards	14,054	14,841
Restricted stock issued to acquire key personnel	—	44
Shares issuable pursuant to the ESPP	80	85
Total	14,134	14,970

Additionally, as of July 31, 2023, using the conversion rate of 24.9507 shares of common stock per $1,000 principal amount of the 2025 Notes, approximately 7.2 million potentially dilutive shares related to the 2025 Notes were not included in the diluted per share calculations.

In October 2023, the Company provided written notice to the trustee and the note holders of the 2025 Notes that it had irrevocably elected to settle the principal amount of its convertible senior notes in cash and pay or deliver, as the case may be, cash, shares of common stock or a combination of cash and shares of common stock, at the Company’s election, in respect to the remainder, if any, of the Company’s conversion obligation in excess of the aggregate principal amount of the 2025 Notes being converted. As described in Note 9, Debt and Financing Arrangements, upon conversion of the 2028 Notes, the Company will pay cash up to the aggregate principal amount of the 2028 Notes to be converted and pay or deliver, as the case may be, cash, shares of common stock or a combination of cash and shares of common stock, at the Company’s election, in respect to the remainder, if any, of the Company’s conversion obligation in excess of the aggregate principal amount of the 2028 Notes being converted. As of July 31, 2024, the conversion options of the 2028 Notes were out of money and as a result, there were no potentially dilutive shares related to the conversion of the Notes.