PagerDuty (NYSE: PD) CFO details RSU tax share withholding

Rhea-AI Filing Summary

PagerDuty, Inc. reported an insider equity transaction by its Chief Financial Officer, Howard Wilson. On 01/02/2026, 18,594 shares of common stock were automatically withheld by the company at $12.39 per share to cover taxes triggered by the vesting and settlement of restricted stock units. This was recorded as a disposition for tax purposes rather than an open-market sale.

After this transaction, Wilson beneficially owned 730,047 shares of PagerDuty common stock directly, and an additional 50 shares indirectly through his spouse. A portion of the directly held shares consists of restricted stock units.

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^*

Wilson Howard

(Last) (First) (Middle)

C/O PAGERDUTY, INC.

600 TOWNSEND ST. SUITE 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
X	Officer (give title below)		Other (specify below)
	Chief Financial Officer

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

4. 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 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)		18,594	D	$12.39	730,047(2)	D
Common Stock								50	I	By spouse

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.

Remarks:

	/s/ Irving Gomez, as Attorney-in-Fact, for Howard Wilson	01/06/2026
	** 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 transaction did PagerDuty (PD) disclose in this Form 4?

PagerDuty disclosed that its Chief Financial Officer, Howard Wilson, had 18,594 shares of common stock automatically withheld on 01/02/2026 to satisfy tax obligations from vested restricted stock units.

Was the PagerDuty (PD) CFO’s Form 4 transaction an open-market sale?

No. The 18,594 shares were withheld by PagerDuty to cover taxes due on the vesting and settlement of restricted stock units, rather than sold in the open market.

How many PagerDuty (PD) shares does the CFO own after the reported transaction?

After the transaction, Howard Wilson beneficially owned 730,047 shares of PagerDuty common stock directly, plus 50 shares indirectly through his spouse.

What price was used for the PagerDuty (PD) shares withheld for taxes?

The 18,594 shares withheld for taxes were valued at $12.39 per share in the reported transaction.

What is the role of the reporting person in PagerDuty (PD)?

The reporting person, Howard Wilson, is an officer of PagerDuty, serving as its Chief Financial Officer.

Does the PagerDuty (PD) CFO hold restricted stock units after this Form 4?

Yes. The filing notes that a portion of the 730,047 directly held shares represents restricted stock units.