PD Form 4: Routine tax withholding by CFO Howard Wilson

Rhea-AI Filing Summary

PagerDuty, Inc. (PD) – Form 4 insider filing

Chief Financial Officer Howard Wilson reported a series of Code F transactions on 07/02/2025. A total of 25,214 common shares were automatically withheld by the company at a price of $15.72 per share to cover tax obligations triggered by the vesting of restricted and performance stock units. Following these withholdings, Wilson’s direct ownership stands at 773,856 shares, with an additional 50 shares held indirectly by his spouse.

Code F indicates the executive did not actively dispose of shares on the open market; instead, the company retained a portion of the vested shares for tax remittance. The filing therefore carries limited market-signal value and does not reflect a discretionary sale or change in sentiment by the CFO.

Positive

• No discretionary sale; shares were withheld automatically for taxes, reducing the risk of negative insider-sentiment interpretation.

Negative

• Executive’s net share count decreased by 25,214, a small reduction in insider ownership.

Insights

Equity Research Analyst

TL;DR: Routine tax withholding; ownership remains large—neutral impact.

The filing documents mandatory share withholding to satisfy tax liabilities from RSU/PSU vesting. No open-market activity occurred, so the signal value for investors is minimal. Wilson retains about 0.8 million shares, underscoring ongoing alignment with shareholders. Because the shares withheld are returned to the company, they slightly offset overall dilution from equity awards but do not change cash flows or outlook. I classify the event as not impactful.

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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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)
07/02/2025

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	07/02/2025		F		4,837(1)	D	$15.72	794,233(2)	D
Common Stock	07/02/2025		F		5,345(1)	D	$15.72	788,888(2)	D
Common Stock	07/02/2025		F		5,755(1)	D	$15.72	783,133(2)	D
Common Stock	07/02/2025		F		7,395(1)	D	$15.72	775,738(2)	D
Common Stock	07/02/2025		F		1,882(3)	D	$15.72	773,856(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.

3. Represents shares automatically withheld by the Issuer to satisfy a tax obligation realized by the reporting person upon the vesting and settlement of performance stock units.

Remarks:

	/s/ Irving Gomez, as Attorney-in-Fact, for Howard Wilson	07/07/2025
	** 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

How many PagerDuty (PD) shares did CFO Howard Wilson dispose of?

The filing shows 25,214 shares withheld to cover taxes; no open-market sale occurred.

What price was used for the share withholding?

Shares were valued at $15.72 each for the tax-withholding transaction.

How many PagerDuty shares does the CFO now own?

Post-transaction, Wilson owns 773,856 shares directly and 50 indirectly via his spouse.

Does a Code F transaction indicate insider selling?

No. Code F reflects automatic tax withholding on vested equity awards, not a discretionary sale.

Is this Form 4 filing materially significant to investors?

Given it is routine tax withholding without open-market activity, the impact is considered neutral.