Underwood Paul D. 4

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.