Form 4: PagerDuty Director William Losch Acquires 12,416 Restricted Stock Units

PagerDuty, Inc. Director William E. Losch has acquired 12,416 Restricted Stock Units as part of the company's non-employee director compensation policy, increasing his beneficial ownership.

Summary

• William E. Losch, a Director of PagerDuty, Inc. (PD), acquired 12,416 Restricted Stock Units (RSUs) on June 26, 2025.
• These RSUs were granted at a price of $0, consistent with the Issuer's Non-Employee Director compensation policy.
• Each RSU represents a contingent right to receive one share of PagerDuty Common Stock.
• Following this transaction, William E. Losch beneficially owns a total of 45,458 shares, a portion of which are also restricted stock units.
• The newly acquired RSUs are set to fully vest on the earlier of June 26, 2026 (the first anniversary of the grant date) or immediately prior to the next Annual Meeting of stockholders, contingent on his continuous service to the Issuer.

Sentiment

Score: 6

Explanation: Slightly positive. This is a routine compensation event that aligns director interests with shareholders, indicating stability in governance and compensation practices. It's not a major catalyst but is a positive sign of ongoing director commitment.

Positives

• Increased alignment of a director's interests with shareholders through equity compensation.
• Demonstrates a standard practice of compensating non-employee directors with equity, which is common in public companies.

Risks

• No specific risks related to the company's operations or financial health are disclosed in this Form 4 filing. The only inherent risk is the typical market risk associated with holding equity.

Future Outlook

NA

Industry Context

This transaction is a routine equity compensation grant to a non-employee director, a common practice across the technology and broader public company sectors. Such grants are designed to align the interests of directors with long-term shareholder value creation, a standard corporate governance practice.

Comparison to Industry Standards

• The grant of Restricted Stock Units (RSUs) to non-employee directors is a standard compensation practice in the technology industry, comparable to companies like Atlassian (TEAM), Datadog (DDOG), or Zscaler (ZS) which also utilize equity-based compensation to attract and retain board talent.
• The vesting schedule, tied to either an anniversary date or the next annual meeting, is also a common structure for director equity awards, ensuring continued service.

Corporate Governance

Related Party Transactions

• The acquisition of 12,416 Restricted Stock Units by William E. Losch, a Director of PagerDuty, Inc., constitutes a related party transaction as it involves compensation from the company to a member of its board.

Stakeholder Impact

• Shareholders: The equity grant aligns the director's financial interests with those of shareholders, potentially encouraging decisions that enhance long-term stock value.

Next Steps

• Vesting of the 12,416 Restricted Stock Units on the earlier of June 26, 2026, or immediately prior to the next Annual Meeting of stockholders, subject to continuous service.

Key Dates

Recommendation

Keywords

PagerDuty, PD, Form 4, SEC filing, Restricted Stock Units, RSU, Director compensation, Insider transaction, Equity grant, William Losch