PagerDuty (NYSE: PD) director receives 21,816 RSUs under board compensation plan

Rhea-AI Filing Summary

FRANKLIN SARAH JOYCE reported acquisition or exercise transactions in this Form 4 filing.

PagerDuty, Inc. director Sarah Joyce Franklin reported receiving an equity award in the form of restricted stock units. She was granted 21,816 Restricted Stock Units, each representing a contingent right to receive one share of common stock at no cash cost.

These RSUs vest in full on the earlier of the first anniversary of the grant date or immediately before the next annual stockholder meeting, as long as she continues serving as a director. After this award, she holds 55,103 common shares directly, a mix of vested shares and unvested RSUs.

Insights

Equity compensation analyst

Routine director RSU grant increases equity-based compensation exposure.

The filing shows Sarah Joyce Franklin, a director of PagerDuty, receiving 21,816 Restricted Stock Units as part of the non-employee director compensation program. RSUs are common equity awards that align directors with shareholder outcomes over time.

The units vest on the earlier of the first anniversary of grant or immediately before the next annual stockholder meeting, contingent on continued board service. This is a standard, non-cash compensation event with no open-market buying or selling, so it is best viewed as routine rather than thesis-changing for investors.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider FRANKLIN SARAH JOYCE

Role null

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	21,816	$0.00	--

Holdings After Transaction: Common Stock — 55,103 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.

Key Figures

RSU grant size: 21,816 units Post-transaction holdings: 55,103 shares Grant price per share: $0.0000 per share +2 more

5 metrics

RSU grant size 21,816 units Restricted Stock Units granted to director on 2026-06-18

Post-transaction holdings 55,103 shares Total common shares held directly after award

Grant price per share $0.0000 per share RSUs granted at no cash cost to the director

Transaction code A Grant, award, or other acquisition of non-derivative common stock

Transaction direction acquire Equity award increases director’s reported holdings

Key Terms

Restricted Stock Units, Non-Employee Director Compensation policy, Annual Meeting of stockholders, contingent right

4 terms

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 regulatory

"shall fully vest on the earlier of the first anniversary of the grant date or immediately prior to the next Annual Meeting of stockholders"

contingent right financial

"Each Restricted Stock Unit represents a contingent right to receive one share of Common Stock"

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 06/23/2026 - 07:10 PM Accepted by SEC EDGAR 06/23/2026 - 07:09 PM Learn about SEC filing 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

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^*

FRANKLIN SARAH JOYCE

(Last) (First) (Middle)

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
	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)

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	06/18/2026		A		21,816(1)	A	$0	55,103(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 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 Sarah Franklin	06/23/2026
	** 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) director Sarah Joyce Franklin report in this Form 4?

She reported receiving 21,816 Restricted Stock Units as equity compensation. Each unit represents a contingent right to one PagerDuty common share, granted at no cash cost as part of the non-employee director compensation policy.

How many PagerDuty (PD) shares does Sarah Joyce Franklin hold after this RSU award?

After the award, she reports holding 55,103 shares of PagerDuty common stock directly. This total includes both already vested shares and a portion represented by unvested Restricted Stock Units disclosed in the filing’s footnotes.

When do Sarah Joyce Franklin’s new PagerDuty (PD) RSUs vest?

The 21,816 Restricted Stock Units vest fully on the earlier of the first anniversary of the grant date or immediately before the next annual stockholder meeting, provided she continues serving as a director through the vesting date.

Did Sarah Joyce Franklin buy or sell PagerDuty (PD) shares in the market?

No open-market buy or sell occurred. The Form 4 reports an “A” code transaction, meaning a grant or award. She received 21,816 Restricted Stock Units as compensation, with no purchase price and no sale of existing shares disclosed.

What is the nature of the Restricted Stock Units granted to PagerDuty (PD) director Sarah Joyce Franklin?

Each Restricted Stock Unit is a contingent right to receive one PagerDuty common share. The RSUs have no expiration date and will settle into shares once vesting conditions tied to continued board service and timing are satisfied.