4/A: PagerDuty CAO Amends Ownership Filing, Adds 42K RSUs

PagerDuty's Chief Accounting Officer, Paul D. Underwood, filed an amended Form 4 to correct previously omitted restricted stock units and ESPP shares.

Summary

• Paul D. Underwood, Chief Accounting Officer of PagerDuty, Inc., filed an amended Form 4 (Form 4/A) to correct previously reported beneficial ownership.
• The amendment addresses an administrative error in the original Form 4 filed on January 6, 2026, which omitted a grant of restricted stock units and Employee Stock Purchase Plan (ESPP) shares.
• On January 2, 2026, 42,000 restricted stock units (RSUs) were acquired pursuant to the Issuer's 2019 Employee Incentive Plan.
• Each RSU represents a contingent right to receive one share of Common Stock, with 1/12th vesting on each quarterly anniversary from the grant date, subject to continuous service.
• On December 15, 2025, 1,702 shares were acquired under the Company's Employee Stock Purchase Plan.
• On January 2, 2026, 2,165 shares were automatically withheld by the Issuer at a price of $12.39 per share to satisfy tax obligations upon the vesting and settlement of restricted stock units.
• Following these corrected transactions, the reporting person beneficially owns a total of 123,738 shares of Common Stock.

Sentiment

Score: 6

Explanation: Neutral to slightly positive. The filing is an administrative correction, which is neutral. The underlying transactions (RSU grant, ESPP purchase) are positive as they indicate continued equity incentives and employee investment, while tax withholding is a routine event.

Positives

• Acquisition of 42,000 restricted stock units by the Chief Accounting Officer, indicating continued equity incentive and alignment with shareholder interests.
• Acquisition of 1,702 shares through the Employee Stock Purchase Plan, demonstrating employee investment in the company.

Negatives

• 2,165 shares were disposed of to cover tax obligations, which is a routine event but reduces direct share ownership.

Future Outlook

NA

Industry Context

NA

Stakeholder Impact

• Shareholders: Provides a more accurate picture of insider ownership, which can influence investor confidence. The RSU grant and ESPP purchase show management's continued alignment with shareholder interests through equity.
• Employees: The RSU grant and ESPP demonstrate ongoing employee incentive programs.

Next Steps

• 1/12th of the 42,000 restricted stock units will vest on each quarterly anniversary from the date of grant, subject to continuous service to the Issuer.

Key Dates

Recommendation

This filing is an administrative correction of insider beneficial ownership and does not contain information that would fundamentally alter the investment thesis for PagerDuty. The underlying transactions (RSU grant, ESPP purchase) are routine equity compensation and employee investment, which are generally positive but not significant enough to warrant a change in recommendation. The correction itself is a neutral event, ensuring accurate disclosure.

Keywords

PagerDuty, PD, Form 4/A, Insider Trading, Restricted Stock Units, ESPP, Beneficial Ownership, Paul Underwood, Chief Accounting Officer