PD Form 4: Board Member Murthy Receives Routine 12k-Share Grant

Rhea-AI Filing Summary

PagerDuty, Inc. (PD) filed a Form 4 on 06/30/2025 disclosing that director Rathi Murthy received 12,416 Restricted Stock Units (RSUs) on 06/26/2025 under the company’s non-employee director compensation policy. Each RSU represents one share of common stock and carries no exercise price. The award will fully vest on the earlier of the first anniversary of the grant or immediately prior to the next annual shareholder meeting, provided the director remains in service. Following the grant, Murthy’s direct beneficial ownership increased to 44,608 shares, some of which are still unvested RSUs. No shares were sold and no cash transaction occurred, making this a routine equity-based compensation event that modestly strengthens management-shareholder alignment but does not represent an open-market purchase.

Insights

Securities Analyst

TL;DR ‐ Routine RSU grant; modestly positive alignment but low signaling power.

The 12,416-share RSU award increases the director’s stake to 44,608 shares, enhancing alignment without immediate dilution because the units vest over the next year. Since the grant is part of the standing board compensation plan and involves no out-of-pocket purchase, its informational value is limited. Investors typically view open-market insider buying as a stronger bullish signal; therefore, I classify the impact as neutral to slightly positive.

Corporate Governance Specialist

TL;DR ‐ Standard board compensation, reinforces oversight incentives, negligible governance risk.

The filing reflects PagerDuty’s regular practice of compensating non-employee directors with equity, which is considered good governance because it ties board compensation to shareholder value. The one-year (or earlier) vesting schedule encourages continued service through the next AGM. There are no red flags such as accelerated vesting, repricing, or simultaneous sales. Overall governance impact is neutral, with a slight positive tilt due to improved alignment.

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

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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^*

Murthy Rathi

(Last) (First) (Middle)

C/O PAGERDUTY, INC.

600 TOWNSEND ST., 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)
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	44,608(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 Rathi Murthy	06/30/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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