PagerDuty CEO John DiLullo Receives RSU Award

What Happened

• John D. DiLullo, CEO of PagerDuty (PD), was granted 294,464 restricted stock units (RSUs) on Aug 26, 2026 (reported Aug 28, 2026). The grant is reported as an acquisition at $0.00 because RSUs do not have an exercise price.
• Simultaneously, 28,847 shares were automatically withheld by the issuer (reported as a disposition) to satisfy tax withholding obligations upon vesting; those withheld shares were accounted at $12.19 each, totaling $351,645.

Key Details

• Transaction date: 2026-08-26; Form 4 filed: 2026-08-28 (within the standard 2-business-day window).
• Grant: 294,464 RSUs (each RSU converts to one share upon settlement); recorded acquisition amount $0.00.
• Tax withholding: 28,847 shares withheld/disposed at $12.19/share = $351,645 (footnote indicates these shares were withheld to satisfy tax obligations).
• Vesting: 25% of the award vested immediately on grant; remaining 75% vests in 12 equal quarterly installments (i.e., over the next 3 years), subject to continued service.
• Notable trigger: The award was granted after certification that a $10.00, 60-trading-day average closing price hurdle was achieved.
• Shares owned after the transaction: Not specified in the provided filing excerpt.

Context

• This was a compensation award (RSUs), not an open-market purchase or voluntary sale. The withholding of 28,847 shares is a routine cashless tax-withholding event when RSUs vest and does not necessarily signal a CEO-initiated sale to raise cash.
• RSUs represent a contingent right to receive common stock once vested; they are a common form of equity compensation to align executives with shareholder interests.