William E. Losch Files Form 4: 12.4k RSUs Added at PagerDuty

Rhea-AI Filing Summary

PagerDuty, Inc. (PD) – Form 4 Insider Transaction

Director William E. Losch reported the receipt of 12,416 Restricted Stock Units (RSUs) on 06/26/2025 under the company’s non-employee director compensation plan. Each RSU converts to one share of common stock upon vesting, with full vesting scheduled for the earlier of (i) one year from grant or (ii) immediately prior to the next annual shareholder meeting, provided continuous board service. The grant carried no cash cost (priced at $0) and increased Losch’s total beneficial ownership to 45,458 shares, a figure that includes previously held RSUs. No shares were sold or otherwise disposed of, and the filing shows the transaction was made directly, not under a Rule 10b5-1 trading plan.

This appears to be a routine equity grant for board service and does not signal a change in company fundamentals. Investors typically view such grants as neutral, though continued equity alignment between directors and shareholders can be modestly positive for governance.

Insights

Securities Analyst

TL;DR: Routine RSU grant; negligible valuation impact.

The 12,416-unit award represents less than 0.02 % of PD’s ~90 million shares outstanding, so dilution is de minimis. No open-market purchase occurred, so there is no fresh capital signal. The additional ownership slightly aligns director incentives with shareholders but is immaterial to earnings, cash flow, or valuation models. Overall effect: neutral.

Corporate Governance Expert

TL;DR: Standard board compensation, governance practices intact.

The filing confirms PD continues to compensate non-employee directors primarily through equity, promoting long-term alignment. One-year cliff vesting is market-typical and encourages retention through the next proxy cycle. No governance red flags or preferential terms appear. Impact on governance quality: neutral to modestly positive; financial materiality: negligible.

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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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^*

Losch William E

(Last) (First) (Middle)

C/O PAGERDUTY, INC.

600 TOWNSEND STREET, SUITE 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
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
06/26/2025

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	06/26/2025		A		12,416(1)	A	$0	45,458(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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents 12,416 Restricted Stock Units acquired pursuant to the Issuer's Non-Employee Director compensation policy. Each Restricted Stock Unit represents a contingent right to receive one share of Common Stock of the Issuer and has no expiration date. The shares underlying the Restricted Stock Unit award shall fully vest on the earlier of the first anniversary of the grant date or immediately prior to the next Annual Meeting of stockholders, subject to Directors' continuous service to the Issuer on such date.

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

Remarks:

	/s/ Irving Gomez, as Attorney-in-Fact, for William Losch	06/30/2025
	** 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

How many PagerDuty (PD) shares did director William E. Losch acquire?

He received 12,416 Restricted Stock Units, each convertible to one common share upon vesting.

What is Losch’s total beneficial ownership after the Form 4 transaction?

Following the grant, he controls 45,458 shares of PagerDuty common stock.

When do the newly granted RSUs vest?

The RSUs fully vest on the earlier of one year from grant (06/26/2026) or immediately before the next Annual Meeting.

Did Losch pay cash for the RSUs reported in the Form 4?

No. The grant price is $0; the RSUs are part of standard director compensation.

Was the transaction executed under a Rule 10b5-1 trading plan?

The filing does not indicate that this transaction was made pursuant to a Rule 10b5-1 plan.