PagerDuty advisor reports RSU tax-withholding shares

PagerDuty, Inc. strategic advisor Howard Wilson reported routine equity activity related to vested restricted stock units.

Rhea-AI Filing Summary

PagerDuty, Inc. strategic advisor Howard Wilson reported routine equity activity related to vested restricted stock units. The company automatically withheld 15,062 shares of common stock at $9.98 per share to cover tax obligations upon RSU vesting, a non-market, tax-withholding disposition. After this, Wilson held 697,169 common shares directly and 50 shares indirectly through his spouse, indicating he retained a substantial equity position following the tax event.

Insider Trade Summary

Exercise Price or Tax Liability: 15,062 shares

Exercise Price or Tax Liability 2 txns

Insider Wilson Howard

Role Insider

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Common Stock	15,062	$9.98	$150K
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 697,169 shares (Direct); Common Stock — 50 shares (Indirect, By spouse)

Footnotes (2)

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.

Key Figures

Tax-withheld shares: 15,062 shares Withholding price: $9.98 per share Direct holdings after transaction: 697,169 shares +1 more

4 metrics

Tax-withheld shares 15,062 shares Common stock withheld to satisfy tax obligation on RSU vesting

Withholding price $9.98 per share Value used for tax-withholding disposition of common stock

Direct holdings after transaction 697,169 shares PagerDuty common stock held directly following tax withholding

Indirect holdings after transaction 50 shares Common stock held indirectly through spouse

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

""direct_or_indirect": "I","nature_of_ownership": "By spouse""

FAQ

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

What insider transaction did PagerDuty (PD) strategic advisor Howard Wilson report?

Howard Wilson reported a routine tax-withholding disposition. PagerDuty automatically withheld 15,062 common shares to cover taxes triggered by vesting restricted stock units, rather than an open-market sale, while Wilson retained a large remaining direct share position.

How many PagerDuty (PD) shares were withheld for Howard Wilson’s tax obligations?

PagerDuty withheld 15,062 common shares for Howard Wilson’s tax obligations. The shares were valued at $9.98 each, and the withholding occurred in connection with the vesting and settlement of restricted stock units granted to Wilson.

What are Howard Wilson’s PagerDuty (PD) share holdings after the reported transactions?

After the transactions, Howard Wilson directly held 697,169 PagerDuty common shares. He also had indirect ownership of 50 additional common shares held by his spouse, giving him a substantial continuing equity exposure to PagerDuty stock.

Was Howard Wilson’s PagerDuty (PD) Form 4 filing an open-market stock sale?

The Form 4 did not report an open-market sale. It showed a tax-withholding disposition, where 15,062 shares were automatically withheld by PagerDuty to satisfy tax liabilities from vesting restricted stock units granted to Howard Wilson.

What price per share was used for Howard Wilson’s PagerDuty (PD) tax withholding?

The tax-withholding disposition used a price of $9.98 per PagerDuty common share. This price determined the value of the 15,062 shares withheld to cover Howard Wilson’s tax obligations arising from restricted stock unit vesting.

How are indirect PagerDuty (PD) shares held for Howard Wilson reported?

The filing reports 50 PagerDuty common shares as held indirectly by Howard Wilson through his spouse. These shares are classified as indirect ownership, separate from the 697,169 common shares he holds directly in his own name.

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

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Accepted by SEC EDGAR 07/07/2026 - 08:05 PM EDT 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

X

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
	Officer (give title below)	X	Other (specify below)
			Strategic Advisor

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		15,062(1)	D	$9.98	697,169(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:

Effective June 22, 2026, Howard Wilson is no longer subject to Section 16.

	/s/ Christopher Ferro, as Attorney-in-Fact for Howard Wilson	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)