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PagerDuty (NYSE: PD) ties CEO stock grant to $10 share-price goal

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

PagerDuty, Inc. (PD) reported an equity compensation transaction for Chief Executive Officer John D. DiLullo. On August 26, 2026, he received a grant of 294,464 restricted stock units, with no cash price per share. The award was granted after achieving a $10.00, 60 trading day average closing stock price hurdle and alignment with the company's strategy and business plan. 25% of the RSUs vest immediately, and the remaining 75% vest in equal quarterly installments over three years, subject to continuous service. On the same date, 28,847 shares were automatically withheld at $12.19 per share to satisfy tax obligations arising from RSU vesting.

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Insider DiLullo John D
Role Chief Executive Officer
Type Security Shares Price Value
Grant/Award Common Stock F1, F2 294,464 $0.00 $0.00
Tax Withholding Common Stock F3, F2 28,847 $12.19 $352K
Holdings After Transaction: Common Stock — 1,090,116 shares (Direct)
Footnotes (3)
  1. F1. The reporting person received a restricted stock unit ("RSU") grant on August 26, 2026. The RSU award was granted upon certification of achievement of the applicable $10.00, 60 trading day average closing stock price hurdle and alignment with the Company's strategy and business plan. 25% of the total number of shares underlying the restricted stock unit award vest immediately on the grant date. The remaining 75% vests 1/12th on each quarterly anniversary of the grant date, subject to the reporting person's continuous service through each vesting date. Each restricted stock unit represents a contingent right to receive one share of Common Stock of the Issuer.
  2. F2. A portion of these shares represent restricted stock units.
  3. F3. 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.
RSU grant 294,464 shares Restricted stock unit grant to CEO on August 26, 2026
Immediate vesting portion 25% of 294,464 RSUs Vests on the August 26, 2026 grant date
Remaining vesting portion 75% of 294,464 RSUs Vests 1/12th on each quarterly anniversary, subject to continuous service
Stock price hurdle $10.00 60 trading day average closing stock price required for RSU grant
Shares withheld for taxes 28,847 shares Automatically withheld to satisfy tax obligation on RSU vesting
Tax withholding price $12.19 per share Price used for shares withheld to satisfy tax obligation
restricted stock unit financial
"The reporting person received a restricted stock unit ("RSU") grant on August 26, 2026."
A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.
60 trading day average closing stock price hurdle financial
"upon certification of achievement of the applicable $10.00, 60 trading day average closing stock price hurdle"
continuous service financial
"subject to the reporting person's continuous service through each vesting date."
vesting and settlement of restricted stock units financial
"upon the vesting and settlement of restricted stock units."

FAQ

What equity award did PagerDuty (PD) grant to its CEO John D. DiLullo?
PagerDuty granted John D. DiLullo a restricted stock unit award of 294,464 shares of common stock on August 26, 2026. Each RSU represents a contingent right to receive one share of PagerDuty common stock, subject to vesting conditions and continued service.

What performance hurdle triggered the new RSU award at PagerDuty (PD)?
The RSU award was granted after certification that PagerDuty achieved a $10.00, 60 trading day average closing stock price hurdle, along with alignment with the company's strategy and business plan, as specified in the award description.

What is the vesting schedule for John D. DiLullo’s RSUs at PagerDuty (PD)?
For the 294,464 RSUs, 25% vest immediately on the August 26, 2026 grant date. The remaining 75% vests 1/12th on each quarterly anniversary of the grant date, contingent on John D. DiLullo’s continuous service through each vesting date.

Were any PagerDuty (PD) shares disposed of to cover taxes on the RSUs?
Yes. 28,847 shares of PagerDuty common stock were automatically withheld by the company at $12.19 per share to satisfy a tax obligation realized upon the vesting and settlement of restricted stock units.

Does the Form 4 for PagerDuty (PD) indicate open-market buying or selling by the CEO?
No. The filing reports a grant of restricted stock units and a withholding of shares to satisfy tax obligations upon RSU vesting. It does not report any open-market purchases or sales by John D. DiLullo.

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SEC Form 4
FORM 4UNITED 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
Estimated average burden
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*
DiLullo John D
(Last)(First)(Middle)
C/O PAGERDUTY INC
600 TOWNSEND STREET, SUITE 200
(Street)
SAN FRANCISCO CALIFORNIA 94103
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
PagerDuty, Inc. [ PD ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
Chief Executive Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
08/26/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Common Stock08/26/2026A294,464(1)A$01,118,963(2)D
Common Stock08/26/2026F28,847(3)D$12.191,090,116(2)D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. The reporting person received a restricted stock unit ("RSU") grant on August 26, 2026. The RSU award was granted upon certification of achievement of the applicable $10.00, 60 trading day average closing stock price hurdle and alignment with the Company's strategy and business plan. 25% of the total number of shares underlying the restricted stock unit award vest immediately on the grant date. The remaining 75% vests 1/12th on each quarterly anniversary of the grant date, subject to the reporting person's continuous service through each vesting date. Each restricted stock unit represents a contingent right to receive one share of Common Stock of the Issuer.
2. A portion of these shares represent restricted stock units.
3. 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.
Remarks:
/s/ Christopher Ferro, as Attorney-in-Fact for John D. DiLullo08/28/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR