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PagerDuty (NYSE: PD) director Zachary Nelson receives 21,816 RSU award

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

Rhea-AI Filing Summary

NELSON ZACHARY reported acquisition or exercise transactions in this Form 4 filing.

PagerDuty, Inc. director Zachary Nelson received a grant of 21,816 Restricted Stock Units (RSUs) of common stock on June 18, 2026 as part of the company’s non-employee director compensation policy. The RSUs were granted at no cash cost to him.

Each RSU represents a contingent right to receive one share of PagerDuty common stock with no expiration date. The award will fully vest on the earlier of the first anniversary of the grant date or immediately before the next Annual Meeting of stockholders, as long as Nelson continues serving as a director. Following this grant, he holds 364,883 shares of common stock directly, a portion of which are RSUs.

Positive

  • None.

Negative

  • None.
Insider NELSON ZACHARY
Role null
Type Security Shares Price Value
Grant/Award Common Stock 21,816 $0.00 --
Holdings After Transaction: Common Stock — 364,883 shares (Direct, null)
Footnotes (1)
  1. Represents 21,816 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. A portion of these shares represent Restricted Stock Units.
RSU grant size 21,816 shares Restricted Stock Units granted June 18, 2026
Grant price per share $0.00 per share Reported transaction price for RSU award
Total holdings after grant 364,883 shares Common stock directly held following the transaction
Vesting schedule Earlier of 1-year anniversary or next annual meeting Conditioned on continued board service
Security type Common Stock / RSUs Equity compensation for non-employee director
Restricted Stock Units financial
"Represents 21,816 Restricted Stock Units acquired pursuant to the Issuer's Non-Employee Director Compensation policy."
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.
Non-Employee Director Compensation policy financial
"Represents 21,816 Restricted Stock Units acquired pursuant to the Issuer's Non-Employee Director Compensation policy."
Annual Meeting of stockholders financial
"shall fully vest on the earlier of the first anniversary of the grant date or immediately prior to the next Annual Meeting of stockholders"
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Form 4 Insider Transactions: What Each Field Means →
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*
NELSON ZACHARY
(Last)(First)(Middle)
C/O PAGERDUTY, INC.
600 TOWNSEND ST., STE. 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
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
06/18/2026		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 Stock06/18/2026A21,816(1)A$0364,883(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. Represents 21,816 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/ Christopher Ferro, as Attorney-in-Fact for Zachary Nelson06/23/2026
** 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

FAQ

What insider transaction did PagerDuty (PD) report for director Zachary Nelson?

PagerDuty disclosed that director Zachary Nelson received 21,816 Restricted Stock Units of common stock as a compensation grant. The RSUs were awarded at no cash cost and increase his direct holdings to 364,883 shares, including a portion represented by RSUs.

How many PagerDuty (PD) shares did Zachary Nelson receive in this Form 4 filing?

Zachary Nelson was granted 21,816 Restricted Stock Units, each representing one share of PagerDuty common stock. These units are part of the company’s non-employee director compensation program and increase his reported direct holdings to a total of 364,883 common shares.

What are the vesting terms of Zachary Nelson’s new PagerDuty (PD) RSU grant?

The 21,816 Restricted Stock Units will fully vest on the earlier of the first anniversary of the June 18, 2026 grant date or immediately before PagerDuty’s next Annual Meeting of stockholders, provided Nelson continues his service as a director through that vesting date.

Did Zachary Nelson pay cash for the PagerDuty (PD) shares reported in this Form 4?

No, Zachary Nelson did not pay cash for these shares. The 21,816 units were granted as Restricted Stock Units at a reported price of $0.00 per share under PagerDuty’s non-employee director compensation policy rather than through an open-market purchase.

What is Zachary Nelson’s total PagerDuty (PD) shareholding after this RSU grant?

After the 21,816 Restricted Stock Unit grant, Zachary Nelson’s direct holdings total 364,883 shares of PagerDuty common stock. The filing notes that a portion of these reported shares consists of Restricted Stock Units that will deliver shares upon vesting in the future.

What does a Restricted Stock Unit mean in the context of PagerDuty (PD) director compensation?

A Restricted Stock Unit is a promise to deliver one share of PagerDuty common stock in the future, subject to vesting conditions. Nelson’s RSUs have no expiration date and will convert into shares once the time-based vesting requirement or earlier annual meeting condition is satisfied.