Pagerduty Ceo Sells 28,847 Shares As The Stock Edges Up
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).
Key questions
- 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 ing 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 ing this filing?
The CEO’s direct position grew in this filing period because the ~294,000 s acquired through the vesting event exceeded the 28,847 s 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 s 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.
Company Overview
| Metric | Value |
|---|---|
| Price (as of market close 2026-08-27) | $12.62 |
| Market Capitalization | $1.2 billion |
| Revenue (TTM) | $494.7 million |
| Net Income (TTM) | $181.0 million |
Company Snapshot
- 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.
What this transaction means for investors
The Aug. 26 sale of PagerDuty stock by CEO John D. DiLullo came at a time when the price was rising ing 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 s 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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About the Author
Robert “Izzy” Izquierdo is a contributing Motley Fool stock market analyst covering information technology, consumer discretionary, consumer staples, and communication services sectors. Prior to The Motley Fool, Izzy was head of product management at Target Media Partners, developing and launching multimillion-dollar software used by businesses such as Charter Communications. Prior to that, he worked at Yahoo! and startups on software products in connected TV, AI, consumer apps, and digital advertising. He holds a bachelor’s degree in English literature from UCLA and is certified in software product management.
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PagerDuty
NYSE: PD
$13.83
(+9.50%)+$1.20
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