PagerDuty (PD) CAO Paul Underwood amends insider filing, adds 42,000 RSUs

Rhea-AI Filing Summary

PagerDuty, Inc. chief accounting officer Paul Underwood filed an amended insider trading report updating his stock holdings. On January 2, 2026, 2,165 shares of common stock were automatically withheld at $12.39 per share to cover taxes from restricted stock units that vested. That same day, he received 42,000 restricted stock units at no cost, which vest in quarterly installments over three years, each unit representing one share of common stock.

After these transactions, he beneficially owned 123,738 shares, a figure that includes restricted stock units and 1,702 shares acquired under the employee stock purchase plan on December 15, 2025. The amendment corrects an earlier filing that had omitted the January 2, 2026 restricted stock unit grant and the 1,702 employee stock purchase plan shares due to administrative error.

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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)	D
Common Stock	01/02/2026		A		42,000(3)	A	$0	123,738(2)(4)	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. 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 the date of grant thereafter, subject to continuous service to the Issuer on such date.

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

Remarks:

This amendment is being filed to correct the number of shares beneficially owned by the Reporting Person on January 2, 2026. The original Form 4 filed on January 6, 2026 incorrectly omitted a grant of restricted stock units awarded to the reporting person on January 2, 2026 and 1,702 ESPP shares purchased on December 15, 2025 due to administrative error.

	/s/ Irving Gomez, as Attorney- in-Fact for Paul Underwood	01/07/2026
	** 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 4 (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

What insider activity did PagerDuty (PD) report for Paul Underwood?

The report shows that on January 2, 2026, chief accounting officer Paul Underwood had 2,165 shares of PagerDuty common stock withheld to cover taxes from vesting restricted stock units and received a grant of 42,000 restricted stock units at no cost.

How many PagerDuty (PD) shares does Paul Underwood beneficially own after this amendment?

Following the reported transactions, Paul Underwood beneficially owned 123,738 shares of PagerDuty common stock, which includes both restricted stock units and 1,702 shares acquired under the companys employee stock purchase plan on December 15, 2025.

What are the terms of Paul Underwoods 42,000 restricted stock units at PagerDuty (PD)?

The 42,000 restricted stock units were granted under PagerDutys 2019 Employee Incentive Plan. Each unit represents a contingent right to receive one share of common stock and has no expiration date. 1/12th of the total units vest on each quarterly anniversary of the grant date, subject to continuous service.

Why did PagerDutys insider filing for Paul Underwood need an amendment?

The amendment was filed to correct the number of shares beneficially owned on January 2, 2026. The original filing omitted the 42,000 restricted stock units granted that day and the 1,702 employee stock purchase plan shares bought on December 15, 2025 due to administrative error.

How were the 2,165 PagerDuty (PD) shares disposed of in this filing?

The 2,165 shares of common stock shown as disposed were automatically withheld by PagerDuty to satisfy a tax obligation arising from the vesting and settlement of restricted stock units, at a price of $12.39 per share.

Does Paul Underwood hold his PagerDuty (PD) shares directly or indirectly?

The filing states that the 123,738 shares beneficially owned following the transactions are held with direct ownership, and a portion of this amount consists of restricted stock units.