PagerDuty grants CEO DiLullo 294,464 stock units

One-quarter of the RSUs vested immediately; the rest vests quarterly subject to DiLullo’s continued service.

Rhea-AI Filing Summary

PagerDuty, Inc. Chief Executive Officer John D. DiLullo received a grant of 294,464 restricted stock units on October 14, 2026, upon certification of the applicable $13.00, 60 trading day average closing stock price hurdle and alignment with the company’s strategy and business plan. PagerDuty automatically withheld 37,456 shares to satisfy the tax obligation realized upon RSU vesting and settlement; the reported price was $16.64 per share.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider DiLullo John D

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Grant/Award	Common Stock F1, F2	294,464	$0.00	$0.00
Tax Withholding	Common Stock F3, F2	37,456	$16.64	$623K

Holdings After Transaction: Common Stock — 1,347,124 shares (Direct)

Footnotes (3)

1. F1. The reporting person received a restricted stock unit ("RSU") grant on October 14, 2026. The RSU award was granted upon certification of achievement of the applicable $13.00, 60 trading day average closing stock price hurdle and alignment with the Company's strategy and business plan. 25% of the total number of shares underlying the restricted stock unit award vest immediately on the grant date. The remaining 75% vests 1/12th on each quarterly anniversary of the grant date, subject to the reporting person's continuous service through each vesting date. Each restricted stock unit represents a contingent right to receive one share of Common Stock of the Issuer.
2. F2. A portion of these shares represent restricted stock units.
3. F3. 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.

Key Figures

RSU grant: 294,464 restricted stock units Shares withheld for tax obligation: 37,456 shares Reported price: $16.64 per share +3 more

6 metrics

RSU grant 294,464 restricted stock units Granted October 14, 2026

Shares withheld for tax obligation 37,456 shares Upon RSU vesting and settlement

Reported price $16.64 per share Shares withheld for tax obligation

Stock price hurdle $13.00 60 trading day average closing stock price hurdle

Immediate vesting 25% Vested on the grant date

Remaining award vesting 75% 1/12th on each quarterly anniversary of the grant date, subject to continuous service

Key Terms

restricted stock unit, 60 trading day average closing stock price hurdle, continuous service

3 terms

restricted stock unit financial

"restricted stock unit ("RSU") grant"

A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.

60 trading day average closing stock price hurdle financial

"$13.00, 60 trading day average closing stock price hurdle"

continuous service financial

"subject to the reporting person's continuous service"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many RSUs did PagerDuty CEO John D. DiLullo receive?

John D. DiLullo received a grant of 294,464 restricted stock units on October 14, 2026. The award followed certification of the $13.00, 60 trading day average closing stock price hurdle and alignment with PagerDuty’s strategy and business plan.

How many PagerDuty shares were withheld for taxes?

PagerDuty automatically withheld 37,456 shares to satisfy the tax obligation realized upon RSU vesting and settlement. The reported price for this transaction was $16.64 per share.

What is the vesting schedule for John D. DiLullo’s PagerDuty RSUs?

25% vested immediately on October 14, 2026. The remaining 75% vests 1/12th on each quarterly anniversary of the grant date, subject to DiLullo’s continuous service through each vesting date. Each RSU represents a contingent right to receive one share of PagerDuty common stock.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 10/16/2026 - 04:11 PM EDT Accepted by SEC EDGAR 10/16/2026 - 04:10 PM EDT 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^*

DiLullo John D

(Last) (First) (Middle)

C/O PAGERDUTY INC

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
10/14/2026

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	10/14/2026		A		294,464(1)	A	$0	1,384,580	D(2)
Common Stock	10/14/2026		F		37,456(3)	D	$16.64	1,347,124	D(2)

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. The reporting person received a restricted stock unit ("RSU") grant on October 14, 2026. The RSU award was granted upon certification of achievement of the applicable $13.00, 60 trading day average closing stock price hurdle and alignment with the Company's strategy and business plan. 25% of the total number of shares underlying the restricted stock unit award vest immediately on the grant date. The remaining 75% vests 1/12th on each quarterly anniversary of the grant date, subject to the reporting person's continuous service through each vesting date. Each restricted stock unit represents a contingent right to receive one share of Common Stock of the Issuer.

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 restricted stock units.

Remarks:

	/s/ Christopher Ferro, as Attorney-in-Fact for John D. DiLullo	10/16/2026
	** 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)