PD Insider: Howard Wilson RSU Withholding of 25,215 Shares

Rhea-AI Filing Summary

PagerDuty CFO Howard Wilson reported an insider sale of 25,215 shares of common stock on 10/02/2025 at a reported price of $16.47 per share. The filing shows 748,641 shares beneficially owned after the transaction; the filing notes that some holdings are restricted stock units and that the disposed shares were withheld to satisfy a tax obligation on vesting and settlement of RSUs. The Form 4 was signed by an attorney-in-fact on 10/06/2025. This is a routine Section 16 transaction by an officer where shares were not sold on the open market for cash proceeds but were surrendered to cover taxes upon vesting.

Positive

• Continued significant ownership: 748,641 shares beneficially owned after the transaction
• Disposition was tax-withholding on RSU vesting rather than a voluntary open-market sale

Negative

• Officer reduced holdings by 25,215 shares on 10/02/2025
• Reported price per share was $16.47, implying gross proceeds near $415,000 before withholding

Insights

Corporate Insider / Governance Analyst

Insider sale reflects tax-withholding on RSU vesting, not necessarily voluntary divestiture.

The filing records a tax-related disposition of 25,215 shares on 10/02/2025

The reported 748,641 shares remaining, including RSUs, keep the officer materially invested; monitor future Form 4s for voluntary open-market sales within a 3-6 month window.

Equity Markets / Trading Analyst

Transaction size is modest relative to total holding; price was $16.47.

The sale of 25,215 shares at $16.47 represents approximate gross value of $415,000 before taxes and withholding, a common outcome when RSUs vest and shares are surrendered.

This type of withholding transaction typically has limited market impact; investors should note the continued sizable holding of 748,641 shares and any future discretionary sales reported.

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)
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)		25,215	D	$16.47	748,641(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	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 CFO Howard Wilson report on Form 4 (PD)?

He reported disposition of 25,215 shares on 10/02/2025 at $16.47 per share, with 748,641 shares beneficially owned afterward.

Was the sale by Howard Wilson an open-market sale or tax withholding?

The filing states the shares were automatically withheld to satisfy a tax obligation from the vesting and settlement of restricted stock units.

How much value did the reported transaction represent?

At the reported price of $16.47, the disposed 25,215 shares imply gross value of about $415,000 before taxes and withholdings.

Does the Form 4 show if remaining holdings include restricted stock units?

Yes, the filing notes that a portion of the 748,641 shares beneficially owned represent restricted stock units.

Who signed the Form 4 for Howard Wilson and when?

The Form 4 was signed by an attorney-in-fact, Irving Gomez, on 10/06/2025.