Executive Chair Tejada Jennifer exercised 398,947 shares at a strike of $2.00 and sold $4,240,938 worth of shares (398,947 units at $10.63) as part of a pre-agreed trading plan (SEC Form 4)
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| 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 |
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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*
(Street)
(Country) | 2. Issuer Name and Ticker or Trading Symbol
PagerDuty, Inc. [ PD ] | 5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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| 2a. Foreign Trading Symbol
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| 3. Date of Earliest Transaction
(Month/Day/Year) 07/16/2026 | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| 4. If Amendment, Date of Original Filed
(Month/Day/Year) |
| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 07/16/2026 | M(1) | 302,100 | A | $2 | 1,980,351(2) | D | |||
| Common Stock | 07/16/2026 | S(1) | 302,100 | D | $10.7(3) | 1,678,251(2) | D | |||
| Common Stock | 07/17/2026 | M(1) | 96,847 | A | $2 | 1,775,098(2) | D | |||
| Common Stock | 07/17/2026 | S(1) | 96,847 | D | $10.413(4) | 1,678,251(2) | D | |||
| Common Stock | 171,870 | I | By Jennifer Tejada, as Trustee of the Langford Island Trust | |||||||
| Common Stock | 4,456 | I | By Jennifer Tejada, as Trustee of the Tejada 2024 Grantor Retained Annuity Trust - I | |||||||
| Common Stock | 4,456 | I | By Jennifer Tejada, as Trustee of the Tejada 2024 Grantor Retained Annuity Trust - II | |||||||
| Common Stock | 11,527 | I | By Jennifer Tejada, as Trustee of the Tejada 2024 Grantor Retained Annuity Trust - III | |||||||
| Common Stock | 11,527 | I | By Jennifer Tejada, as Trustee of the Tejada 2024 Grantor Retained Annuity Trust - IV | |||||||
| Common Stock | 31,368 | I | By Jennifer Tejada, as Trustee of the Tejada 2025 Grantor Retained Annuity Trust - I | |||||||
| Common Stock | 31,368 | I | By Jennifer Tejada, as Trustee of the Tejada 2025 Grantor Retained Annuity Trust - II | |||||||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Stock Option (Right to Buy) | $2 | 07/16/2026 | M | 302,100 | (5) | 07/21/2026 | Common Stock | 302,100 | $0 | 96,847 | D | ||||
| Stock Option (Right to Buy) | $2 | 07/17/2026 | M | 96,847 | (5) | 07/21/2026 | Common Stock | 96,847 | $0 | 0 | D | ||||
| Explanation of Responses: |
| 1. This transaction was effected pursuant to a 10b5-1 trading plan adopted by the reporting person on September 10, 2025. |
| 2. A portion of these shares represent restricted stock units. |
| 3. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $10.50 to $10.7001 per share, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or to the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
| 4. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $10.29 to $10.74 per share, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or to the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
| 5. The option becomes exercisable as follows: (a) 50,000 of 250,000 shares become exercisable on the 7/22/2016 and an additional 50,000 shares subject to the incentive stock option first become exercisable on January 1 in each of 2017, 2018, 2019, and 2020; and (b) 3,638,426 shares first become exercisable on 7/22/2016, subject to our right to repurchase unvested shares in the event the reporting person's employment terminates. 12/48th of the part (b) shares vests on the 12-month anniversary of 7/18/2016 and 1/48th of the part (b) shares vests monthly thereafter for a total vesting period of 48 months. |
| Remarks: |
| /s/ Christopher Ferro, as Attorney-in-Fact for Jennifer Tejada | 07/20/2026 | |
| ** 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) | ||