PD Insider Activity: Teresa Carlson adds 12.4k RSUs in latest filing

Rhea-AI Filing Summary

PagerDuty, Inc. (PD) filed a Form 4 reporting that non-employee director Teresa Carlson was granted 12,416 restricted stock units (RSUs) on 06/26/2025 under the company’s director compensation program. Each RSU represents one share of common stock and was acquired at no cost. The award will vest in full on the earlier of the first anniversary of the grant date or immediately before the next annual shareholders’ meeting, subject to Ms. Carlson’s continued board service. After the grant, her total beneficial ownership rose to 31,654 PD shares, part of which remains unvested. No shares were sold or transferred, and the transaction does not involve cash proceeds or option exercises.

Insights

Corporate Governance Expert

TL;DR: Routine RSU grant to director; neutral governance signal, minimal dilution, no cash impact.

This filing documents a standard equity retainer for a non-employee director. The 12,416-share grant modestly increases the company’s outstanding share count but is immaterial relative to PagerDuty’s total shares (~95 million). Such awards are designed to align director interests with shareholders and are typical among SaaS peers. Because no shares were sold, there is no negative sentiment or liquidity signal. Overall governance practices appear consistent with market norms, making this event non-impactful for valuation or near-term trading.

Portfolio Manager

TL;DR: Insignificant to investment thesis; director’s stake increases but fundamentals unchanged.

The RSU award adds roughly US$330k–US$350k (at recent prices) to Carlson’s holdings, signaling continued board engagement, yet affects neither revenue nor cash flow. With dilution well below one-hundredth of a percent, the market should not reprice the stock. I view the disclosure as neutral from a portfolio allocation standpoint; no action required.

Insider Trade Summary

Net Buyer: 12,416 shares

Net Buy 1 txn

Insider Carlson Teresa

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	12,416	$0.00	$0.00

Holdings After Transaction: Common Stock — 31,654 shares (Direct)

Footnotes (2)

1. F1. 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. F2. A portion of these shares represent restricted stock units.

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 06/30/2025 - 08:41 PM Learn about SEC filing dates

FAQ

How many shares did PagerDuty (PD) director Teresa Carlson acquire?

She received 12,416 restricted stock units, each convertible into one common share.

When will the newly granted RSUs to PD's director vest?

The RSUs vest on the first anniversary of 06/26/2025 or immediately before the next annual meeting, whichever is earlier.

What is Teresa Carlson's total beneficial ownership after the Form 4 transaction?

After the grant, she beneficially owns 31,654 PagerDuty shares (some still unvested).

Did the Form 4 report any sale of PagerDuty shares by the director?

No. The filing shows no dispositions—only an RSU grant acquired at zero cost.

Does this RSU grant materially dilute PD shareholders?

Dilution is immaterial; 12,416 shares are a tiny fraction of PagerDuty’s ~95 million shares outstanding.

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^*

Carlson Teresa

(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	31,654(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 Teresa Carlson	06/30/2025
	** 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.