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PagerDuty (PD) CAO granted 25,000 RSUs as 3,323 shares withheld for tax

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

PagerDuty, Inc. Chief Accounting Officer Paul D. Underwood reported routine equity compensation activity. He received an award of 25,000 restricted stock units, granted under the company’s 2019 Employee Incentive Plan, increasing his direct holdings to 145,415 shares of common stock.

On the same date, 3,323 shares were automatically withheld at $6.40 per share to cover tax obligations triggered by the vesting and settlement of restricted stock units, rather than sold in the open market. The new RSU grant vests in eight equal quarterly installments, contingent on continued service.

Positive

  • None.

Negative

  • None.
Insider Underwood Paul D.
Role Insider
Type Security Shares Price Value
Tax Withholding Common Stock 3,323 $6.40 $21K
Grant/Award Common Stock 25,000 $0.00 --
Holdings After Transaction: Common Stock — 120,415 shares (Direct)
Footnotes (1)
  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. A portion of these shares represent restricted stock units. Represents 25,000 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. 1/8th 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.
Tax-withheld shares 3,323 shares Shares withheld at $6.40 on 2026-04-02 for RSU tax obligations
Tax-withholding price $6.40 per share Price used for 3,323 withheld shares related to RSU vesting
RSUs granted 25,000 restricted stock units Award granted under 2019 Employee Incentive Plan
Post-transaction holdings 145,415 shares Common stock held directly after transactions on 2026-04-02
RSU vesting schedule 1/8 quarterly One-eighth vests on each quarterly anniversary of grant date
restricted stock units financial
"Represents 25,000 restricted stock units acquired pursuant to the Issuer's 2019 Employee Incentive Plan."
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
2019 Employee Incentive Plan financial
"Represents 25,000 restricted stock units acquired pursuant to the Issuer's 2019 Employee Incentive Plan."
vesting and settlement financial
"tax obligation realized by the reporting person upon the vesting and settlement of restricted stock units."
tax obligation financial
"shares automatically withheld by the Issuer to satisfy a tax obligation realized by the reporting person"
continuous service financial
"shall vest on each quarterly anniversary ... thereafter, subject to continuous service to the Issuer on such date."
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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 CALIFORNIA 94103
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
PagerDuty, Inc. [ PD ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
Officer (give title below)XOther (specify below)
Chief Accounting Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
04/02/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Common Stock04/02/2026F3,323(1)D$6.4120,415(2)D
Common Stock04/02/2026A25,000(3)A$0145,415(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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount 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 25,000 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. 1/8th 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/ Michael Williams, as Attorney-in-Fact for Paul Underwood04/06/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did PagerDuty (PD) report for Paul D. Underwood?

PagerDuty reported that Chief Accounting Officer Paul D. Underwood received 25,000 restricted stock units and had 3,323 shares withheld at $6.40 per share to satisfy tax obligations from RSU vesting, resulting in 145,415 common shares held directly after the transactions.

Did PagerDuty’s Paul D. Underwood sell shares on the open market in this Form 4?

The Form 4 shows 3,323 shares were automatically withheld at $6.40 per share to cover tax obligations from RSU vesting. This is characterized as tax-withholding, not an open-market sale, and is a standard mechanism tied to equity compensation events.

How many shares of PagerDuty (PD) common stock does Paul D. Underwood hold after these transactions?

After the reported transactions, Paul D. Underwood holds 145,415 shares of PagerDuty common stock directly. This figure includes the newly granted 25,000 restricted stock units, reflecting his updated equity position following the tax-withholding and award grant on the transaction date.

What are the terms of the 25,000 restricted stock units granted to PagerDuty’s Paul D. Underwood?

The 25,000 restricted stock units were granted under PagerDuty’s 2019 Employee Incentive Plan. Each unit represents a contingent right to one common share, with one-eighth of the total vesting on each quarterly anniversary of the grant date, subject to continuous service with the company.

How does the Form 4 describe the 3,323 PagerDuty (PD) shares withheld from Paul D. Underwood?

The filing explains that 3,323 shares were automatically withheld by PagerDuty to satisfy a tax obligation realized upon vesting and settlement of restricted stock units. This is recorded under transaction code F, described as payment of tax liability by delivering securities back to the issuer.