John D. DiLullo, Chief Executive Officer of PagerDuty, Inc. (NYSE:PD), reported the sale of 28,847 shares of common stock on August 26, 2026, according to a recent SEC Form 4 filing.
Post-transaction shares (directly held)
Transaction value based on SEC Form 4 weighted average sale price ($12.19); post-transaction value based on August 26, 2026 market close ($12.19).
What is the primary driver of this transaction?
The disposition was a non-discretionary execution initiated to satisfy tax liabilities resulting from the vesting and settlement of restricted stock units (RSUs). This automatic sell-to-cover event occurred independently of the executive's personal market outlook or trading discretion.
What performance criteria were met to trigger the underlying equity vesting?
The performance-based restricted stock units vested following PagerDuty's certification of achievement for a $10.00 stock price hurdle, calculated over a 60-day average closing price. The award was also contingent on alignment with the strategic business plan of the company.
How has the CEO's overall direct ownership changed following this filing?
The CEO's direct position grew in this filing period because the ~294,000 shares acquired through the vesting event exceeded the 28,847 shares withheld for tax purposes. This net increase in direct holdings occurred while the stock was priced with a -25% one-year return as of the August 26, 2026 transaction date.
What is the scale of the executive's remaining equity position?
John DiLullo maintains a direct position of ~1.1 million shares of common stock, which carries a market value of $13.29 million based on the $12.19 valuation price. The executive also continues to hold derivative securities through the remaining unvested portions of performance-based equity awards.
Share Price (as of market close 2026-08-27)
PagerDuty provides an operations management platform that ingests digital signals from software-powered systems and devices, leveraging machine learning to identify relationships, process data, and forecast operational issues across diverse industries.
The company operates a subscription-based SaaS business model, generating recurring revenue from enterprise and mid-market customers who rely on its platform for incident response, alerting, and operational intelligence.
PagerDuty serves a broad customer base spanning multiple verticals including technology, financial services, healthcare, and telecommunications, with geographic presence across the United States, Japan, and other international markets.
PagerDuty is a leading provider of digital operations management solutions with a market cap of $1.2 billion, demonstrating strong profitability with trailing 12-month net income of $181.0 million. The company's platform processes critical operational data for enterprises seeking to optimize incident response and minimize service disruptions.
PagerDuty's competitive advantage lies in its advanced machine learning capabilities and broad platform integrations, positioning it as a mission-critical tool for organizations managing complex, distributed systems.
The Aug. 26 sale of PagerDuty stock by CEO John D. DiLullo came at a time when the share price was rising following the company's earnings report for its fiscal second quarter ended July 31. DiLullo sold for a weighted average price of $12.19, which is not far from the 52-week high of $17.29, after the stock clawed back from a low of $5.70 reached in April.
That said, DiLullo's sale was a non-discretionary transaction performed automatically to fulfill tax withholding obligations related to the vesting of RSUs. An RSU is a form of compensation where a company grants an employee shares of stock at a future date. When that vesting date arrives, as was the case here, a "sell to cover" transaction occurs to pay the related taxes.
PagerDuty is in the midst of transitioning from a high-flying software growth company into a low-growth value business trying to reinvent itself for the artificial intelligence era. Its seat-based SaaS model is not helping sales, as fiscal Q2 revenue came in at $124 million, just 1% higher than the previous year. Customers are reducing staff using PagerDuty, so the company is shifting from a seat-based system to a consumption-based revenue model.
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Robert Izquierdo has no position in any of the stocks mentioned. The Motley Fool has no position in any of the stocks mentioned. The Motley Fool has a disclosure policy.
PagerDuty CEO Sells 28,847 Shares as the Stock Edges Up was originally published by The Motley Fool