PD Form 4: Jennifer Tejada Settles RSU Taxes, No Open-Market Sale
Rhea-AI Filing Summary
On 07/07/2025 PagerDuty, Inc. (PD) filed a Form 4 covering insider activity by Chief Executive Officer and Director Jennifer Tejada. All reported entries are coded “F,” meaning the shares were withheld by the issuer to cover payroll taxes triggered by the 07/02/2025 vesting of restricted stock units (RSUs) and performance stock units (PSUs); there were no open-market sales.
Five withholding events totaled 68,925 common shares at a reference price of $15.72, reducing Tejada’s direct ownership from approximately 1.48 million to 1,415,142 shares. A portion of the remaining balance is still unvested RSUs.
Indirectly, Tejada continues to hold 266,572 shares through multiple Grantor Retained Annuity Trusts and the Langford Island Trust, bringing her aggregate reported stake to roughly 1.68 million shares.
No derivative securities were exercised or disposed of, and the filing does not signal discretionary selling. Instead, it represents routine tax-related share withholding that preserves the CEO’s substantial alignment with shareholders.
Positive
- None.
Negative
- None.
Insights
TL;DR Routine tax withholding; CEO still owns ~1.68 M PD shares, no discretionary sale, neutral impact.
The Form 4 shows share code “F,” confirming the company withheld 68,925 shares on RSU/PSU vesting at $15.72. This is a non-cash event that modestly lowers the CEO’s direct holdings but leaves her overall exposure large at ~4.4% of outstanding shares (estimate). With no open-market activity or option exercises, the filing is administrative rather than strategic. Market impact should be neutral.
TL;DR Standard Rule 10b5-1 tax settlement; ownership structure unchanged, governance risk unchanged.
Grantor Retained Annuity Trusts remain the primary indirect vehicles, indicating long-term wealth-transfer planning. The CEO’s sizeable stake continues to align incentives with public shareholders, and there is no indication of intent to trim exposure. From a governance standpoint, the filing carries no red flags; it simply documents compliance with Section 16 reporting obligations.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Tax Withholding | Common Stock | 9,872 | $15.72 | $155K |
| Tax Withholding | Common Stock | 10,413 | $15.72 | $164K |
| Tax Withholding | Common Stock | 18,269 | $15.72 | $287K |
| Tax Withholding | Common Stock | 16,432 | $15.72 | $258K |
| Tax Withholding | Common Stock | 13,939 | $15.72 | $219K |
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Footnotes (1)
- Represents shares automatically withheld by the Issuer to satisfy a tax obligation realized by the reporting person upon the vesting and settlement of restricted stock units. A portion of these shares represent restricted stock units. Represents shares automatically withheld by the Issuer to satisfy a tax obligation realized by the reporting person upon the vesting and settlement of performance stock units.
