PagerDuty CAO has shares withheld for taxes

PagerDuty, Inc. Chief Accounting Officer Paul D. Underwood reported a routine tax-related share disposition linked to equity compensation.

Rhea-AI Filing Summary

PagerDuty, Inc. Chief Accounting Officer Paul D. Underwood reported a routine tax-related share disposition linked to equity compensation. On the vesting and settlement of restricted stock units, 4,264 shares of common stock were automatically withheld by the company to satisfy his tax obligations at $9.98 per share. After this withholding, he directly holds 143,093 shares, which include restricted stock units and 1,942 shares acquired under the company’s Employee Stock Purchase Plan on June 15, 2026.

Insider Trade Summary

Exercise Price or Tax Liability: 4,264 shares

Exercise Price or Tax Liability 1 txn

Insider Underwood Paul D.

Role Insider

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Common Stock	4,264	$9.98	$43K

Holdings After Transaction: Common Stock — 143,093 shares (Direct)

Footnotes (3)

1. F1. 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. F2. A portion of these shares represent restricted stock units.
3. F3. Includes 1,942 shares acquired under the Company's Employee Stock Purchase Plan on June 15, 2026.

Key Figures

Tax-withheld shares: 4,264 shares Withholding reference price: $9.98 per share Post-transaction holdings: 143,093 shares +1 more

4 metrics

Tax-withheld shares 4,264 shares Common stock withheld to satisfy tax obligation on RSU vesting

Withholding reference price $9.98 per share Price per share used for the 4,264-share tax-withholding disposition

Post-transaction holdings 143,093 shares Direct PagerDuty common stock held after the tax withholding

ESPP-acquired shares 1,942 shares Shares acquired under Employee Stock Purchase Plan on June 15, 2026

Key Terms

restricted stock units, Employee Stock Purchase Plan, tax obligation, tax-withholding disposition

4 terms

restricted stock units financial

"upon the vesting and settlement of restricted stock units."

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.

Employee Stock Purchase Plan financial

"Includes 1,942 shares acquired under the Company's Employee Stock Purchase Plan on June 15, 2026."

An employee stock purchase plan is a company program that lets workers buy shares through small payroll deductions, often at a discount to the market price and after a set offering period. Think of it like a workplace savings plan that turns into ownership: it encourages employees to share in the company’s success and can create predictable buying or selling of stock that investors watch because it affects supply, demand and employee incentives.

tax obligation financial

"withheld by the Issuer to satisfy a tax obligation realized by the reporting person"

tax-withholding disposition financial

"transaction_action": "tax-withholding disposition""

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

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

PagerDuty’s Chief Accounting Officer Paul D. Underwood reported a tax-withholding disposition of 4,264 common shares. These shares were automatically withheld by the company to cover taxes arising from the vesting and settlement of restricted stock units, not an open-market sale.

Was the PagerDuty (PD) insider transaction an open-market sale?

No, the transaction was not an open-market sale. The 4,264 shares of PagerDuty common stock were automatically withheld by the company to satisfy a tax obligation triggered when restricted stock units vested and settled, a routine equity-compensation mechanism.

How many PagerDuty (PD) shares does Paul D. Underwood hold after this filing?

After the tax-withholding transaction, Paul D. Underwood directly holds 143,093 PagerDuty common shares. This total includes restricted stock units as well as 1,942 shares he acquired through the company’s Employee Stock Purchase Plan on June 15, 2026.

What caused the tax obligation in the PagerDuty (PD) Form 4 filing?

The tax obligation arose when restricted stock units held by Paul D. Underwood vested and settled. At that point, 4,264 shares of PagerDuty common stock were automatically withheld by the company to cover the resulting taxes, as described in the filing’s footnotes.

What role does the Employee Stock Purchase Plan play in this PagerDuty (PD) filing?

The filing notes that Paul D. Underwood’s post-transaction holdings include 1,942 shares acquired under PagerDuty’s Employee Stock Purchase Plan on June 15, 2026. This highlights that a portion of his total 143,093 direct shares comes from employee share purchase activity.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 07/07/2026 - 04:38 PM Learn about SEC filing dates

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 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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
07/02/2026

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

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

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	07/02/2026		F		4,264(1)	D	$9.98	143,093(2)(3)	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 1,942 shares acquired under the Company's Employee Stock Purchase Plan on June 15, 2026.

Remarks:

	Paul Underwood	07/07/2026
	** 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.
* Form 4: SEC 1474 (03-26)