PagerDuty (PD) officer reports RSU tax-related share withholding

Rhea-AI Filing Summary

PagerDuty, Inc. reported an insider equity transaction by its Chief Accounting Officer on a Form 4. On 01/02/2026, the officer had 2,165 shares of common stock automatically withheld and disposed of at $12.39 per share to satisfy tax obligations arising from the vesting and settlement of restricted stock units. After this tax-withholding transaction, the officer beneficially owned 80,036 shares of PagerDuty common stock, a portion of which 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

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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)
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)		2,165	D	$12.39	80,036(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	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) report on this Form 4?

The filing shows PagerDuty's Chief Accounting Officer had 2,165 shares of common stock automatically withheld and disposed of on 01/02/2026 to cover taxes from vested restricted stock units.

At what price were the PagerDuty (PD) shares disposed of in the reported transaction?

The 2,165 shares of PagerDuty common stock were disposed of at a price of $12.39 per share.

How many PagerDuty (PD) shares does the reporting officer beneficially own after the transaction?

Following the reported transaction, the officer beneficially owns 80,036 shares of PagerDuty common stock, and a portion of this amount represents restricted stock units.

What was the reason for the disposal of shares reported for PagerDuty (PD)?

The disposal represents shares automatically withheld by PagerDuty to satisfy a tax obligation realized when the reporting person’s restricted stock units vested and settled.

What is the reporting person’s role at PagerDuty (PD)?

The reporting person is an officer of PagerDuty, serving as the company’s Chief Accounting Officer.

Was this PagerDuty (PD) Form 4 filed for one person or multiple reporting persons?

The document indicates that the Form 4 was filed by one reporting person, not a group filing.