PagerDuty insider RSU withholding: 1,898 shares sold at $16.47

Rhea-AI Filing Summary

Paul D. Underwood, Chief Accounting Officer of PagerDuty, Inc. (PD), reported a sale of 1,898 shares of common stock on 10/02/2025 at a price of $16.47 per share. After the reported disposition, he beneficially owns 82,201 shares. The filing states the sale code reflects shares withheld by the company to satisfy a tax obligation triggered when restricted stock units vested and settled; the filing also notes that a portion of the reported holdings are restricted stock units.

Positive

• Insider retains 82,201 shares, maintaining alignment with shareholders
• Transaction stems from tax withholding on RSU vesting, indicating routine compensation mechanics rather than discretionary sale

Negative

• Reported sale of 1,898 shares reduces the reporting persons stake
• Portion of holdings are restricted stock units, which may dilute if and when they vest and convert to shares

Insights

Insider Transactions Analyst

TL;DR: Routine RSU vesting led to a small tax-withholding sale; the insider retains a substantial stake.

The disposition of 1,898 shares at $16.47 is described as shares automatically withheld to satisfy taxes on vested restricted stock units. That mechanism is common when equity awards vest and does not indicate a voluntary open-market liquidation.

The reporting person still holds 82,201 shares (including RSUs), which preserves meaningful alignment with shareholders. Monitor future Form 4 filings for any voluntary sales or plan-driven transactions over the next 3–12 months.

Corporate Governance Specialist

TL;DR: Transaction appears administrative; it reduces share count slightly but confirms equity compensation activity.

The coding and explanation tie the sale to tax withholding on the vesting and settlement of restricted stock units rather than an independent sale decision. This is an administrative outcome of compensation programs, showing ongoing equity-based pay practices.

Investors may watch for additional filings showing vesting schedules or larger open-market sales if the company continues regular equity grant cycles through 2026.

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
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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)
10/02/2025

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	10/02/2025		F(1)		1,898	D	$16.47	82,201(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.

Remarks:

	/s/ Irving Gomez, as Attorney- in-Fact for Paul Underwood	10/06/2025
	** 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 did PagerDuty (PD) insider Paul Underwood report on 10/02/2025?

He reported a sale of 1,898 shares at $16.47 per share, described as shares withheld to satisfy a tax obligation from RSU vesting.

How many PagerDuty shares does the reporting insider own after the transaction?

The filing shows the reporting person beneficially owns 82,201 shares following the transaction.

Was the reported transaction an open-market sale or administrative withholding?

The form explains the shares were automatically withheld by the issuer to satisfy taxes on vested restricted stock units, indicating administrative withholding.

Does the Form 4 indicate any new derivative holdings or option exercises?

No. Table II (derivatives) shows no reported acquisitions or disposals; the filing covers only common stock and RSU-related withholding.

Who signed the Form 4 for Paul Underwood and when was it filed?

The form was signed by /s/ Irving Gomez, as Attorney-in-Fact for Paul Underwood and dated 10/06/2025.