Underwood Paul D. 4

What Happened

• Paul D. Underwood, Chief Accounting Officer of PagerDuty (PD), had 4,264 shares disposed of by the issuer on July 2, 2026 to satisfy a tax obligation arising from the vesting/settlement of restricted stock units. The withheld shares were recorded at $9.98 per share, totaling approximately $42,555. This was a tax-withholding disposition (transaction code F), not an open-market sale.

Key Details

• Transaction date: July 2, 2026; Filing date: July 7, 2026 (note: Form 4s are normally due within two business days of the transaction).
• Shares disposed/withheld: 4,264 at $9.98/share; total value ≈ $42,555.
• Transaction code: F — shares withheld by the issuer to satisfy tax withholding on vesting/settlement.
• Footnotes: F1 confirms automatic share withholding to satisfy the reporting person’s tax obligation on RSU vesting; F2 notes a portion of these shares were restricted stock units; F3 indicates 1,942 of the shares relate to shares acquired under the Company’s Employee Stock Purchase Plan on June 15, 2026.
• Shares owned after the transaction: Not specified in the provided filing details.

Context

• This is a routine tax-withholding action tied to equity compensation vesting and does not represent a voluntary market sale or purchase by the insider. Such withholdings are common when RSUs vest and generally should not be interpreted as a directional signal about the insider’s view of the stock.