[Form 3] PagerDuty, Inc. Initial Statement of Beneficial Ownership

Rhea-AI Filing Summary

PagerDuty (PD) Form 3: Newly appointed Chief Accounting Officer Paul D. Underwood has filed his initial beneficial ownership report. He directly holds 84,099 restricted stock units granted on 2 Jul 2025 under the 2019 Equity Incentive Plan. Each RSU converts into one share of common stock and has no expiration date; 1/16 of the award vests quarterly contingent on his continued employment. The filing shows no indirect holdings, derivative securities, or open-market transactions. It establishes Underwood as a Section 16 insider but does not change PagerDuty’s share count or disclose any financial performance data, so the immediate valuation impact is negligible.

Insights

Financial Analyst

TL;DR Officer discloses 84k RSUs; administrative insider filing, little market impact.

The Form 3 simply records Paul Underwood’s initial insider position following his appointment as Chief Accounting Officer. The award—84,099 RSUs—was granted on 2 July 2025 and will vest evenly each quarter over four years. Because RSUs are equity already reserved under the 2019 plan, there is no immediate cash outlay by Underwood or new share issuance by the company. No derivative positions, indirect ownership, or unusual terms are noted. Such filings are routine for newly designated officers and serve compliance rather than signaling operational change. I therefore view the disclosure as neutral for investors.

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Underwood Paul D.

(Last) (First) (Middle)

PAGERDUTY, INC.

600 TOWNSEND STREET, STE 200

(Street)

SAN FRANCISCO CA 94103

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/25/2025

3. Issuer Name and Ticker or Trading Symbol
PagerDuty, Inc. [ PD ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
	Officer (give title below)	X	Other (specify below)
			Chief Accounting Officer

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	84,099(1)	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents 84,099 restricted stock units, granted on July 2, 2025, acquired pursuant to the Issuer's 2019 Equity Incentive Plan. Each restricted stock unit represents a contingent right to receive one share of Common Stock of the Issuer and has no expiration date. 1/16th of the total number of shares underlying the restricted stock unit award shall vest on each quarterly anniversary from the date of grant thereafter, subject to continuous service to the Issuer on such date.

Remarks:

	/s/ Irving Gomez, as Attorney- in-Fact for Paul Underwood	07/29/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

Who filed the Form 3 for PagerDuty (PD)?

The filing was made by Paul D. Underwood, PagerDuty’s Chief Accounting Officer.

How many securities does the officer own according to the Form 3?

Underwood reports direct ownership of 84,099 restricted stock units representing an equal number of common shares.

When were the RSUs granted and what is the vesting schedule?

The RSUs were granted on July 2, 2025; 1/16 vests each quarterly anniversary of the grant date, subject to continued service.

Does the filing involve any derivative securities or indirect ownership?

No. The Form 3 lists no derivative positions or indirect holdings by the reporting person.

What impact does this Form 3 have on PagerDuty’s share count?

The RSUs come from the existing 2019 Equity Incentive Plan, so no immediate change to outstanding shares is disclosed.