PagerDuty (PD) director Scott Aronson receives 57,544 restricted stock units

Rhea-AI Filing Summary

PagerDuty, Inc. reported that director Scott Matthew Aronson received an equity grant in the form of restricted stock units. On February 9, 2026, he was awarded 57,544 restricted stock units, each representing a right to receive one share of PagerDuty common stock at no purchase price.

These restricted stock units were granted under PagerDuty’s non-employee director compensation policy. The underlying shares are scheduled to vest in three equal annual installments on each anniversary of the grant date, as long as Aronson continues to provide service to the company on those dates.

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

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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^*

Aronson Scott Matthew

(Last) (First) (Middle)

C/O PAGERDUTY INC

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

3. Date of Earliest Transaction (Month/Day/Year)
02/09/2026

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	02/09/2026		A		57,544(1)	A	$0	57,544	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 57,544 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 vest in three equal annual installments on the anniversary of the grant date, subject to continuous service to the Issuer on such date.

Remarks:

	/s/ Christopher Ferro, as Attorney-in-Fact for Scott Aronson	02/10/2026
	** 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.

FAQ

What insider transaction did PagerDuty (PD) report for director Scott Aronson?

PagerDuty reported that director Scott Matthew Aronson received an equity grant of 57,544 restricted stock units on February 9, 2026. Each unit represents a contingent right to receive one share of PagerDuty common stock, granted under the company’s non-employee director compensation policy.

How many PagerDuty shares are tied to Scott Aronson’s new restricted stock units?

Scott Aronson’s award covers 57,544 restricted stock units, each linked to one share of PagerDuty common stock. If all vesting conditions are satisfied, these units would deliver 57,544 shares over time according to the three-year vesting schedule tied to continued service.

What is the vesting schedule for Scott Aronson’s PagerDuty restricted stock units?

The 57,544 restricted stock units granted to Scott Aronson vest in three equal annual installments. Vesting occurs on each anniversary of the February 9, 2026 grant date, provided he continues to serve PagerDuty on each relevant vesting date.

Did Scott Aronson pay a purchase price for his PagerDuty restricted stock units?

No cash purchase price was reported for the restricted stock units granted to Scott Aronson. The Form 4 lists a transaction price per share of $0, reflecting that they were awarded as part of PagerDuty’s non-employee director compensation policy rather than bought on the open market.

What type of security did PagerDuty (PD) grant to director Scott Aronson?

PagerDuty granted Scott Aronson restricted stock units linked to its common stock. Each unit represents a contingent right to receive one share of PagerDuty common stock, with no expiration date, subject to the specified three-year vesting schedule and his continued service to the company.