PD Form 4: Director Gomez Adds 12k Shares with No Insider Sales

Rhea-AI Filing Summary

PagerDuty, Inc. (PD) – Form 4 insider filing dated 6/30/2025

Director Elena Gomez reported the grant of 12,416 Restricted Stock Units (RSUs) on 6/26/2025 under the company’s non-employee director compensation plan. Each RSU represents one share of common stock and was issued at $0 cost. The award will fully vest on the earlier of the first anniversary of the grant date or immediately prior to the next annual shareholders’ meeting, contingent on Ms. Gomez’s continued board service. Following the grant, her total beneficial ownership rises to 44,608 shares, all held directly. No shares were sold and no derivative positions were reported.

• Form filed by a single reporting person; transaction code “A” indicates an acquisition.
• Portion of the reported holdings consists of unvested RSUs.

This appears to be a routine equity grant that modestly increases insider ownership without affecting the company’s capital structure.

Positive

• Director increases stake: Elena Gomez’s holdings rise to 44,608 shares, signalling continued board engagement.
• No insider selling: The filing shows only an acquisition, eliminating negative optics associated with sales.

Negative

• None.

Insights

Securities Analyst

TL;DR — Routine director RSU grant; neutral fundamental impact

The filing records a standard annual equity award to non-employee director Elena Gomez. The 12,416 RSUs represent a small fraction of PagerDuty’s share count and involve no cash outlay or stock sale. Insider ownership edges higher to 44,608 shares, marginally improving alignment between the director and shareholders. Because the award is customary, non-dilutive (until future share issuance on vesting) and has no bearing on operations or guidance, I view the market impact as neutral; it neither signals bullish insider conviction nor raises dilution concerns in the near term.

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
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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^*

Gomez Elena

(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 Elena Gomez	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.

FAQ

How many PagerDuty (PD) shares did Director Elena Gomez acquire?

She was granted 12,416 Restricted Stock Units, each convertible into one common share.

What is Elena Gomez's total ownership in PD after the transaction?

Her aggregate beneficial ownership is 44,608 shares, all held directly.

Was any cash paid for the RSUs reported in this Form 4?

No. The RSUs were issued at $0 cost under the non-employee director compensation policy.

When will the newly granted RSUs vest?

They fully vest on the earlier of one year from the grant date or immediately before the next Annual Meeting, subject to continuous board service.

Did the filing report any sale of PagerDuty shares?

No sales were disclosed; the Form 4 only shows an acquisition transaction.