PagerDuty (PD) CEO John DiLullo receives 824,499 restricted stock units

Rhea-AI Filing Summary

PagerDuty, Inc. reported that Chief Executive Officer John D. DiLullo received a grant of 824,499 shares of Common Stock in the form of restricted stock units under the company’s 2019 Equity Incentive Plan. This is a compensation award rather than an open‑market purchase.

The award was granted on May 11, 2026 and vests over four years. Twenty‑five percent of the shares vest on April 2, 2027, with the remaining 75% vesting in twelve equal quarterly installments after that date. Each restricted stock unit converts into one share of Common Stock as it vests, and DiLullo’s reported direct holdings after this grant total 824,499 shares.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider DiLullo John D

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	824,499	$0.00	--

Holdings After Transaction: Common Stock — 824,499 shares (Direct, null)

Footnotes (1)

1. Represents 824,499 restricted stock units granted on May 11, 2026 pursuant to the Issuer's 2019 Equity Incentive Plan. The award vests over four years, with 25% of shares vesting on April 2, 2027 and the remaining 75% of shares vesting in twelve (12) equal quarterly installments thereafter. Each restricted stock unit represents a contingent right to receive one share of Common Stock of the Issuer. A portion of these shares represent restricted stock units.

Key Figures

RSU grant size: 824,499 restricted stock units Vesting cliff: 25% of shares Remaining vesting schedule: 75% of shares +2 more

5 metrics

RSU grant size 824,499 restricted stock units Granted on May 11, 2026 to CEO under 2019 Equity Incentive Plan

Vesting cliff 25% of shares Vest on April 2, 2027

Remaining vesting schedule 75% of shares Vest in 12 equal quarterly installments after April 2, 2027

Price per RSU at grant $0.0000 per share Compensation grant, no cash paid by CEO

Shares held after transaction 824,499 shares Direct holdings reported following the RSU grant

Key Terms

restricted stock units, 2019 Equity Incentive Plan, vesting, contingent right

4 terms

restricted stock units financial

"Represents 824,499 restricted stock units granted on May 11, 2026 pursuant to the Issuer's 2019 Equity Incentive Plan."

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

2019 Equity Incentive Plan financial

"Represents 824,499 restricted stock units granted on May 11, 2026 pursuant to the Issuer's 2019 Equity Incentive Plan."

vesting financial

"The award vests over four years, with 25% of shares vesting on April 2, 2027 and the remaining 75% of shares vesting in twelve (12) equal quarterly installments thereafter."

Vesting is the process by which you earn full ownership of something, like company stock or a retirement benefit, over time. It’s like earning the right to keep a gift piece by piece the longer you stay with a company, making sure employees stay committed before they receive all the benefits.

contingent right financial

"Each restricted stock unit represents a contingent right to receive one share of Common Stock of the Issuer."

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Form 4 Insider Transactions: What Each Field Means →

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
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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/11/2026

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

X	Form 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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	05/11/2026		A		824,499(1)	A	$0	824,499	D(2)

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 824,499 restricted stock units granted on May 11, 2026 pursuant to the Issuer's 2019 Equity Incentive Plan. The award vests over four years, with 25% of shares vesting on April 2, 2027 and the remaining 75% of shares vesting in twelve (12) equal quarterly installments thereafter. 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.

Remarks:

	/s/ Christopher Ferro, as Attorney-in-Fact for John D. DiLullo	05/13/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What did PagerDuty (PD) CEO John DiLullo report in this Form 4?

John DiLullo reported receiving 824,499 restricted stock units as an equity compensation grant. The units were granted under PagerDuty’s 2019 Equity Incentive Plan and will convert into Common Stock over time as they vest, rather than reflecting any open‑market share purchase.

How many PagerDuty (PD) shares are covered by the CEO’s new RSU grant?

The award covers 824,499 restricted stock units, each representing a right to receive one share of Common Stock. This entire amount is reflected as the CEO’s direct holdings following the transaction, subject to the time‑based vesting schedule defined in the grant terms.

When do John DiLullo’s new PagerDuty (PD) RSUs vest?

The RSUs vest over four years. Twenty‑five percent of the shares vest on April 2, 2027. The remaining 75% vest in twelve equal quarterly installments after that date, aligning the CEO’s equity compensation with multi‑year service and performance at PagerDuty.

Did the PagerDuty (PD) CEO buy or sell shares in this filing?

No open‑market buy or sell occurred in this filing. The transaction reflects a grant or award acquisition of restricted stock units at no cash price, reported with a transaction code “A,” which denotes a compensation‑related equity award rather than a market trade.

What plan governs the CEO’s new PagerDuty (PD) equity award?

The restricted stock units were granted under PagerDuty’s 2019 Equity Incentive Plan. This plan provides for stock‑based compensation to executives and employees, and the footnote specifies that each RSU converts into one share of Common Stock upon vesting under the plan’s terms.

What is John DiLullo’s PagerDuty (PD) share position after this transaction?

After this award, John DiLullo is reported as directly holding 824,499 shares tied to the restricted stock units. These shares are subject to the four‑year vesting schedule, so economic and voting rights will generally accrue as the RSUs vest into Common Stock.