PagerDuty (NYSE: PD) CAO updates Form 4 with 42,000 RSU grant

Rhea-AI Filing Summary

PagerDuty, Inc. disclosed that its Chief Accounting Officer filed an amended insider trading report covering recent equity awards and related tax withholding. On January 2, 2026, 2,165 shares of common stock were withheld at $12.39 per share to cover taxes triggered by restricted stock units vesting, leaving 81,738 shares beneficially owned at that time, a portion of which are restricted stock units and 1,702 shares acquired under the employee stock purchase plan on December 15, 2025. On January 9, 2026, the officer was granted 42,000 restricted stock units at no cost under the 2019 Employee Incentive Plan, increasing beneficial ownership to 123,738 shares. The amendment clarifies that the grant date was January 9, 2026, with vesting beginning January 2, 2026 and 1/12 of the award vesting on each quarterly anniversary, subject to continued service.

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
01/02/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)
01/06/2026

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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	01/02/2026		F(1)		2,165	D	$12.39	81,738(2)(3)	D
Common Stock	01/09/2026(4)		A		42,000(5)	A	$0	123,738(2)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents shares automatically withheld by the Issuer to satisfy a tax obligation realized by the reporting person upon the vesting and settlement of restricted stock units.

2. A portion of these shares represent restricted stock units.

3. Includes 1,702 shares acquired under the Company's Employee Stock Purchase Plan on December 15, 2025.

4. This amendment is being filed to correct the transaction date of this transaction previously reported. The restricted stock units were granted effective January 9, 2026, the date on which the Compensation Committee approved the award, with a vesting commencement date of January 2, 2026.

5. Represents 42,000 restricted stock units acquired pursuant to the Issuer's 2019 Employee 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. 1/12th of the total number of shares underlying the restricted stock unit award shall vest on each quarterly anniversary from January 2, 2026 thereafter, subject to continuous service to the Issuer on such date.

Remarks:

	/s/ Irving Gomez, as Attorney- in-Fact for Paul Underwood	01/09/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What insider activity did PagerDuty (PD) report in this amended Form 4?

The report shows the Chief Accounting Officer had 2,165 shares of Common Stock withheld on January 2, 2026 to satisfy tax obligations from restricted stock units that vested, and received an award of 42,000 restricted stock units effective January 9, 2026 under the 2019 Employee Incentive Plan.

How many restricted stock units were granted to the PagerDuty (PD) Chief Accounting Officer?

The filing states that 42,000 restricted stock units were granted pursuant to PagerDuty’s 2019 Employee Incentive Plan, with each restricted stock unit representing a contingent right to receive one share of Common Stock and having no expiration date.

What is the vesting schedule for the 42,000 restricted stock units at PagerDuty (PD)?

According to the disclosure, 1/12 of the total shares underlying the 42,000 restricted stock units will vest on each quarterly anniversary from January 2, 2026 onward, subject to the officer’s continuous service to PagerDuty on each vesting date.

Why were 2,165 PagerDuty (PD) shares disposed of on January 2, 2026?

The 2,165 shares were automatically withheld by the issuer at a price of $12.39 per share to satisfy a tax obligation realized when the officer’s restricted stock units vested and settled on January 2, 2026.

How many PagerDuty (PD) shares does the officer beneficially own after these transactions?

Following the reported transactions, the filing shows the officer beneficially owns 123,738 shares of Common Stock directly, a portion of which are restricted stock units.

What correction does this amended Form 4 make for PagerDuty (PD)?

The amendment explains that it is filed to correct the transaction date of the restricted stock unit grant. The units were granted effective January 9, 2026, when the Compensation Committee approved the award, with a vesting commencement date of January 2, 2026.

Does the PagerDuty (PD) filing mention other recent equity acquisitions by the officer?

Yes. The explanation notes that the beneficially owned shares include 1,702 shares acquired under the company’s Employee Stock Purchase Plan on December 15, 2025.