SCHEDULE 13G/A: BlackRock Amends PagerDuty Stake Disclosure, Maintains 8.1% Passive Ownership
Ownership Disclosure
BlackRock, Inc. has filed an amendment to its Schedule 13G, reaffirming its passive beneficial ownership of 8.1% of PagerDuty, Inc.'s common stock as of March 31, 2025.
Summary
- BlackRock, Inc. filed Amendment No. 4 to its Schedule 13G regarding its beneficial ownership in PagerDuty, Inc.
- As of March 31, 2025, BlackRock, Inc. beneficially owns 7,400,778 shares of PagerDuty, Inc. common stock.
- This represents 8.1% of the total outstanding common stock of PagerDuty, Inc.
- BlackRock holds sole voting power over 7,294,796 shares and sole dispositive power over 7,400,778 shares.
- The filing indicates that the securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing the control of PagerDuty, Inc.
- Various BlackRock business units and subsidiaries have the right to receive dividends or proceeds from the sale of these securities, but no single person's interest exceeds five percent of the total outstanding common shares.
Sentiment
Score: 5
Explanation: The document is a routine regulatory filing disclosing passive ownership, providing factual information without expressing positive or negative sentiment about the issuer's performance.
Positives
- BlackRock, a major institutional investor, maintains a significant passive stake in PagerDuty, Inc., indicating continued confidence in the company as an investment.
- The filing confirms BlackRock's investment is for ordinary course of business, not for control, which can provide stability.
Negatives
- The filing does not indicate any new active investment or strategic move by BlackRock, merely an update to a passive stake.
Risks
- The filing explicitly states that the securities are not held for the purpose of changing or influencing the control of the issuer, indicating a passive investment strategy by BlackRock.
Future Outlook
The document is a disclosure of current ownership and does not contain forward-looking statements or guidance regarding PagerDuty, Inc.'s future performance or BlackRock's future investment intentions beyond its passive nature.
Management Comments
- The document does not contain direct quotes or paraphrased statements from PagerDuty, Inc. management. It includes a certification from BlackRock, Inc. stating that the securities were acquired and are held in the ordinary course of business and not for the purpose of or with the effect of changing or influencing the control of the issuer.
Industry Context
This filing reflects BlackRock, Inc.'s ongoing role as a major institutional investor holding significant passive stakes in publicly traded companies like PagerDuty, Inc. BlackRock's investment strategy, as indicated by a Schedule 13G filing under Rule 13d-1(b), typically involves holding securities for investment purposes without seeking to control or influence the management of the issuer. This is a standard practice for large asset managers.
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Power of Attorney Update | BlackRock, Inc. appointed Eric Andruczyk, Richard Cundiff, R. Andrew Dickson, III, Spencer Fleming, Laura Hildner, David Maryles, Christopher Meade, Charles Park, James Raby, Daniel Riemer, David Rothenberg and Brenda Schulz as true and lawful attorneys-in-fact for executing regulatory filings. | 2025-01-21 | This is an internal administrative update for BlackRock, streamlining its regulatory filing processes. It has no direct impact on PagerDuty's corporate governance. |
Stakeholder Impact
- Shareholders: The disclosure of a significant passive stake by a major institutional investor like BlackRock can provide a degree of stability and confidence, as it indicates a large, long-term holder.
- Management: BlackRock's passive stance means management is unlikely to face activist pressure from this particular shareholder.
Next Steps
- The document does not outline any specific future actions, events, or milestones for PagerDuty, Inc. or BlackRock's investment strategy beyond the routine nature of the filing.
Key Dates
| Date | Description |
|---|---|
| 2023-04-30 | Date of previous Power of Attorney revoked by the new one. |
| 2025-01-21 | Effective date of the new Power of Attorney. |
| 2025-03-31 | Date of event which requires filing of this statement (measurement date for ownership). |
| 2025-04-17 | Date of filing and signature by BlackRock, Inc. |
Keywords
PagerDuty, BlackRock, Schedule 13G, Common Stock, Beneficial Ownership, Institutional Investor, SEC Filing, Passive Investment, Software, Cloud Computing
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