Pagerduty SEC Filings

PagerDuty, Inc. filed an 8-K announcing that it reported financial results for the quarter ended October 31, 2025, via a press release furnished as an exhibit. The company also disclosed that its Chief Financial Officer and principal financial officer, Owen Howard Wilson, has notified PagerDuty of his intention to retire after a successor is identified and appointed. He will continue to serve as CFO and principal financial officer until his retirement date, which has not yet been determined, providing continuity during the transition.

PagerDuty (PD): ARK Investment Management LLC filed Amendment No. 10 to Schedule 13G reporting beneficial ownership of 8,827,404 shares of PagerDuty common stock, representing 9.47% of the class as of 09/30/2025. Catherine D. Wood is included as a reporting person.

ARK reports sole dispositive power over 8,827,404 shares. Catherine D. Wood reports shared dispositive power over 8,827,404 shares and shared voting power over a portion of these shares, with no sole voting or dispositive power. The filing states the securities were acquired and are held in the ordinary course of business and not to change or influence control. ARK notes that among its clients, the ARK Innovation ETF has an interest exceeding 5%.

The Vanguard Group filed an amended Schedule 13G reporting beneficial ownership of 12,593,954 shares of PagerDuty (PD) common stock, representing 13.5% of the class as of September 30, 2025.

Vanguard reported 0 shares with sole voting power and 616,489 with shared voting power. It has 11,871,613 shares with sole dispositive power and 722,341 with shared dispositive power. Vanguard certified the holdings were acquired and are held in the ordinary course and not to change or influence control. Vanguard noted its clients have rights to dividends or sale proceeds, with no other single person’s interest exceeding 5%.

PagerDuty (PD) reported insider activity by CEO and director Jennifer Tejada. The filing lists multiple Code G transactions (bona fide gifts/transfers) at $0, primarily reallocating shares among trusts for which she serves as trustee.

On 10/09/2024, 13,685 shares were moved from each of two 2023 Grantor Retained Annuity Trusts to the Langford Island Trust, and 27,370 shares were received by that trust. On 10/09/2025, additional trust-to-trust moves occurred, including 17,850 and 17,940 shares into the Langford Island Trust and reductions from 2024 GRATs. On 10/10/2025, 62,736 shares were transferred out of the Langford Island Trust and 31,368 shares were placed into each of two 2025 GRATs, all at $0.

The filing also reports 1,346,218 shares as directly beneficially owned by the reporting person; a portion of these are restricted stock units. The activity reflects indirect holdings management across trusts and does not indicate open‑market sales or purchase proceeds.

Jennifer Tejada, Chief Executive Officer and director of PagerDuty, Inc. (PD), reported a sale on 10/02/2025 of 68,924 shares of common stock at a price of $16.47 per share. After the transaction she beneficially owns 1,346,218 shares in a direct capacity and holds additional indirect interests through several trusts for which she is trustee, including the Tejada 2023 and 2024 Grantor Retained Annuity Trusts and the Langford Island Trust.

The filing notes the reported sale reflects shares automatically withheld by the issuer to satisfy a tax obligation related to the vesting and settlement of restricted stock units, and that a portion of the beneficially owned shares are restricted stock units.

PagerDuty CFO Howard Wilson reported an insider sale of 25,215 shares of common stock on 10/02/2025 at a reported price of $16.47 per share. The filing shows 748,641 shares beneficially owned after the transaction; the filing notes that some holdings are restricted stock units and that the disposed shares were withheld to satisfy a tax obligation on vesting and settlement of RSUs. The Form 4 was signed by an attorney-in-fact on 10/06/2025. This is a routine Section 16 transaction by an officer where shares were not sold on the open market for cash proceeds but were surrendered to cover taxes upon vesting.

Insider sale tied to RSU tax withholding at PagerDuty (PD). A company director, Dan Alexandru Solomon, reported on 10/06/2025 a small non-derivative disposition of 643 shares of PagerDuty common stock on 10/02/2025 at a price of $16.47 per share. The filing states these shares were automatically withheld by the issuer to satisfy a tax obligation arising when restricted stock units vested and settled. After the transaction the reporting person beneficially owns 2,656,332 shares, a position that the form notes includes a portion held as restricted stock units.

Paul D. Underwood, Chief Accounting Officer of PagerDuty, Inc. (PD), reported a sale of 1,898 shares of common stock on 10/02/2025 at a price of $16.47 per share. After the reported disposition, he beneficially owns 82,201 shares. The filing states the sale code reflects shares withheld by the company to satisfy a tax obligation triggered when restricted stock units vested and settled; the filing also notes that a portion of the reported holdings are restricted stock units.

PagerDuty, Inc. disclosed a Board-approved increase to its share repurchase authorization, raising the program to $200 million from the prior $150 million. As of July 31, 2025, $150 million of capacity remained under the earlier program. The expanded Share Repurchase Program permits purchases via open-market transactions, privately negotiated deals, or Rule 10b5-1 plans, will be funded from existing cash balances, and is expected to run through March 13, 2027 unless changed by the Board. The company also furnished a press release with quarterly results as Exhibit 99.1 to the current report; that release is incorporated by reference for informational purposes but is not deemed "filed" under the Exchange Act.