PagerDuty (PD) CFO reports 17,816-share RSU tax withholding, retains 712,231 shares

Rhea-AI Filing Summary

PagerDuty, Inc. Chief Financial Officer Howard Wilson reported a tax-withholding share disposition tied to equity compensation. On April 2, 2026, 17,816 shares of PagerDuty common stock were automatically withheld at $6.40 per share to cover tax obligations from the vesting and settlement of restricted stock units. This was not an open-market sale but a mechanism to pay taxes on RSU income.

After this event, Wilson directly held 712,231 shares of common stock, and an additional 50 shares were held indirectly by his spouse. A portion of the reported holdings consists of restricted stock units, indicating continued equity-based alignment with shareholders.

Insights

Insider transactions specialist

Routine tax withholding on RSU vesting; no open‑market sale signal.

The CFO of PagerDuty, Inc., Howard Wilson, had 17,816 shares withheld at $6.40 per share on April 2, 2026 to satisfy tax obligations when restricted stock units vested. This is recorded with code F, indicating payment of tax by delivering securities.

Because these shares were not sold into the market but withheld by the issuer, the transaction carries little informational value about the CFO’s view of the stock. After the withholding, he still directly owned 712,231 shares and an additional 50 shares were held by his spouse, suggesting the disposition is small relative to his total equity exposure.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Wilson Howard

Role Chief Financial Officer

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	17,816	$6.40	$114K
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 712,231 shares (Direct); Common Stock — 50 shares (Indirect, By spouse)

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.

Key Figures

Tax-withholding shares: 17,816 shares Withholding price: $6.40 per share Direct holdings after transaction: 712,231 shares +1 more

4 metrics

Tax-withholding shares 17,816 shares Withheld on April 2, 2026 to satisfy RSU tax obligation

Withholding price $6.40 per share Value used for tax-withholding disposition

Direct holdings after transaction 712,231 shares PagerDuty common stock held directly by CFO after withholding

Indirect holdings after transaction 50 shares Shares held indirectly by spouse after transaction

Key Terms

restricted stock units, tax obligation, tax-withholding disposition, indirect ownership

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.

tax obligation financial

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

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.

indirect ownership financial

"total_shares_following_transaction": "50.0000" ... "By spouse""

Form 4 Insider Transactions: What Each Field Means →

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 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
X	Officer (give title below)		Other (specify below)
	Chief Financial 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)

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	04/02/2026		F		17,816(1)	D	$6.4	712,231(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:

	Howard Wilson	04/06/2026
	** 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.
* Form 4: SEC 1474 (03-26)