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.

Insights

Securities Analyst

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.

Corporate Governance Expert

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.

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^*

Tejada Jennifer

(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
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
07/02/2025

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	07/02/2025		F		9,872(1)	D	$15.72	1,474,195(2)	D
Common Stock	07/02/2025		F		10,413(1)	D	$15.72	1,463,782(2)	D
Common Stock	07/02/2025		F		18,269(1)	D	$15.72	1,445,513(2)	D
Common Stock	07/02/2025		F		16,432(1)	D	$15.72	1,429,081(2)	D
Common Stock	07/02/2025		F		13,939(3)	D	$15.72	1,415,142(2)	D
Common Stock								25,000	I	By Jennifer Tejada, as Trustee of the Tejada 2024 Grantor Retained Annuity Trust - III
Common Stock								22,610	I	By Jennifer Tejada, as Trustee of the Tejada 2023 Grantor Retained Annuity Trust - I
Common Stock								13,426	I	By Jennifer Tejada, as Trustee of the Tejada 2024 Grantor Retained Annuity Trust - II
Common Stock								25,000	I	By Jennifer Tejada, as Trustee of the Tejada 2024 Grantor Retained Annuity Trust - IV
Common Stock								22,610	I	By Jennifer Tejada, as Trustee of the Tejada 2023 Grantor Retained Annuity Trust - II
Common Stock								144,500	I	By Jennifer Tejada, as Trustee of the Langford Island Trust
Common Stock								13,426	I	By Jennifer Tejada, as Trustee of the Tejada 2024 Grantor Retained Annuity Trust - I

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 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.

2. A portion of these shares represent restricted stock units.

3. 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.

Remarks:

	/s/ Irving Gomez, as Attorney-in-Fact for Jennifer Tejada	07/07/2025
	** 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

How many PagerDuty (PD) shares did CEO Jennifer Tejada withhold for taxes?

A total of 68,925 common shares were withheld on 07/02/2025 to cover tax obligations from vested RSUs/PSUs.

Was there any open-market sale of PD stock by the CEO?

No. The Form 4 transaction code “F” indicates share withholding, not discretionary selling.

What is Jennifer Tejada’s direct ownership after the transactions?

She directly holds 1,415,142 PD shares following the tax-related withholding.

How many shares does the CEO own indirectly through trusts?

Indirect holdings total 266,572 shares across several Grantor Retained Annuity Trusts and the Langford Island Trust.

Did the filing report any options or other derivatives exercised?

No derivative securities were acquired, exercised, or disposed of in this Form 4.

Why is the transaction price listed at $15.72?

The $15.72 figure represents the fair-market value per share on the vesting date, used for calculating payroll taxes.