PD Form 4: CEO Jennifer Tejada reports 68,924-share disposal at $16.47

Rhea-AI Filing Summary

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.

Positive

• Timely disclosure of the transaction via Form 4 supports regulatory compliance
• CEO retains material ownership with 1,346,218 shares reported directly and additional indirect trust holdings
• Sale attributed to tax withholding from RSU vesting, a routine compensation settlement mechanism

Negative

• Insider disposal of 68,924 shares was reported, which investors may view unfavorably despite being withholding-related

Insights

Equity Compensation Specialist

Sale appears linked to routine RSU tax-withholding rather than discretionary cash sale.

The report shows 68,924 shares were disposed at $16.47 on 10/02/2025, and the disclosure explicitly states these were shares withheld to satisfy tax obligations arising from RSU vesting. That mechanism is a common, non-cash transaction employers use to cover withholding when equity awards vest.

Dependencies and risks include the underlying vesting schedule and any future award settlements; monitor upcoming vesting events and Form 4 entries over the next 12 months for additional withholding or open-market sales that would indicate different intent.

Corporate Governance Analyst

CEO remains a significant shareholder; transaction was disclosed promptly via Form 4.

The filing reports total beneficial ownership of 1,346,218 shares directly plus multiple indirect holdings via trusts where the reporting person serves as trustee, showing continued ownership alignment between management and shareholders. The Form 4 was signed by an attorney-in-fact and dated 10/06/2025, indicating timely reporting following the transaction date.

Key near-term items to watch are any future Form 4 entries showing open-market sales versus additional tax-withholding events, and any changes to the CEO's indirect trust arrangements that affect control or transferability within 12 months.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
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hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Tejada Jennifer

(Last) (First) (Middle)

C/O PAGERDUTY, INC.

600 TOWNSEND ST., STE. 200

(Street)

SAN FRANCISCO CA 94103

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
PagerDuty, Inc. [ PD ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
10/02/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	10/02/2025		F(1)		68,924	D	$16.47	1,346,218(2)	D
Common Stock								22,610	I	By Jennifer Tejada, as Trustee of the Tejada 2023 Grantor Retained Annuity Trust - I
Common Stock								22,610	I	By Jennifer Tejada, as Trustee of the Tejada 2023 Grantor Retained Annuity Trust - II
Common Stock								25,000	I	By Jennifer Tejada, as Trustee of the Tejada 2024 Grantor Retained Annuity Trust - III
Common Stock								25,000	I	By Jennifer Tejada, as Trustee of the Tejada 2024 Grantor Retained Annuity Trust - IV
Common Stock								13,426	I	By Jennifer Tejada, as Trustee of the Tejada 2024 Grantor Retained Annuity Trust - II
Common Stock								13,426	I	By Jennifer Tejada, as Trustee of the Tejada 2024 Grantor Retained Annuity Trust - I
Common Stock								144,500	I	By Jennifer Tejada, as Trustee of the Langford Island Trust

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents shares automatically withheld by the Issuer to satisfy a tax obligation realized by the reporting person upon the vesting and settlement of restricted stock units.

2. A portion of these shares represent restricted stock units.

Remarks:

	/s/ Irving Gomez, as Attorney-in-Fact for Jennifer Tejada	10/06/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did PagerDuty CEO Jennifer Tejada report on Form 4 (PD)?

The CEO reported a sale of 68,924 shares on 10/02/2025 at $16.47 per share and beneficial ownership of 1,346,218 shares following the transaction.

Why were the 68,924 shares sold?

The filing states the shares were automatically withheld by the issuer to satisfy a tax obligation realized upon the vesting and settlement of restricted stock units.

Does Jennifer Tejada hold shares indirectly?

Yes. The filing lists indirect holdings held by trusts for which she is trustee, including the Tejada 2023 and 2024 Grantor Retained Annuity Trusts and the Langford Island Trust.

When was the Form 4 signed and filed?

The signature block shows the form was executed by an attorney-in-fact and dated 10/06/2025.

Are any of the reported shares restricted?

Yes. The filing notes that a portion of the beneficially owned shares represent restricted stock units.