PagerDuty, Inc.·4

Apr 6, 7:10 PM ET

Underwood Paul D. 4

4 · PagerDuty, Inc. · Filed Apr 6, 2026

Research Summary

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PagerDuty (PD) CAO Paul Underwood Receives 25,000-Share Award

What Happened
Paul D. Underwood, Chief Accounting Officer of PagerDuty, received a grant of 25,000 restricted stock units (RSUs) effective 2026-04-02. Simultaneously, 3,323 shares were automatically withheld by the company to satisfy tax obligations tied to vesting/settlement; those withheld shares were valued at $6.40 each for a total of $21,267. The RSU grant is recorded with $0 purchase price (typical for RSUs).

Key Details

  • Transaction dates: 2026-04-02 (reported on Form 4 filed 2026-04-06). Filing appears timely (within two business days).
  • Grant: 25,000 RSUs (Transaction code A); no cash paid at grant.
  • Tax withholding: 3,323 shares withheld (Transaction code F) at $6.40/share = $21,267.
  • Shares owned after transaction: Not specified in this filing.
  • Footnotes:
    • The withheld shares satisfy tax obligations on vesting/settlement (F1).
    • A portion of the reported shares are RSUs (F2).
    • The 25,000 RSUs were granted under the 2019 Employee Incentive Plan; each RSU equals one share, no expiration; vesting is 1/8th of the total each quarterly anniversary from the grant date, subject to continued service (F3).

Context
This filing documents an equity award (a common form of compensation) and the routine tax-withholding associated with vesting/settlement. RSU grants are not immediate cash purchases and vest over time; the withholding of shares to cover taxes is a standard administrative action and does not by itself signal a buy or sell decision by the insider.

Insider Transaction Report

Form 4
Period: 2026-04-02
Transactions
  • Tax Payment

    Common Stock

    [F1][F2]
    2026-04-02$6.40/sh3,323$21,267120,415 total
  • Award

    Common Stock

    [F3][F2]
    2026-04-02+25,000145,415 total
Footnotes (3)
  • [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.
  • [F2]A portion of these shares represent restricted stock units.
  • [F3]Represents 25,000 restricted stock units acquired pursuant to the Issuer's 2019 Employee Incentive Plan. Each restricted stock unit represents a contingent right to receive one share of Common Stock of the Issuer and has no expiration date. 1/8th of the total number of shares underlying the restricted stock unit award shall vest on each quarterly anniversary from the date of grant thereafter, subject to continuous service to the Issuer on such date.
Signature
/s/ Michael Williams, as Attorney-in-Fact for Paul Underwood|2026-04-06

Documents

1 file
  • 4
    wk-form4_1775517048.xmlPrimary

    FORM 4