Form 4: PagerDuty CFO Sells Shares for Tax Obligation

PagerDuty's Chief Financial Officer, Howard Wilson, disposed of 18,594 shares of common stock at $12.39 per share to cover tax obligations related to restricted stock unit vesting, as part of a pre-arranged 10b5-1 plan.

Summary

• Howard Wilson, Chief Financial Officer of PagerDuty, Inc. (PD), reported a transaction involving the company's common stock.
• The transaction occurred on January 2, 2026, and involved the disposition of 18,594 shares.
• The shares were disposed of at a price of $12.39 per share.
• This disposition was an automatic withholding by PagerDuty to satisfy a tax obligation incurred by Mr. Wilson upon the vesting and settlement of restricted stock units.
• The transaction was made pursuant to a Rule 10b5-1(c) plan, indicating it was a pre-arranged, non-discretionary sale.
• Following this transaction, Howard Wilson directly beneficially owns 730,047 shares of common stock.
• Additionally, 50 shares are indirectly beneficially owned by his spouse.

Sentiment

Score: 5

Explanation: The sentiment is neutral as this is a routine, non-discretionary insider transaction (tax withholding upon RSU vesting) executed under a 10b5-1 plan, which does not reflect a discretionary buy or sell decision by the insider.

Future Outlook

The filing does not provide any forward-looking statements or guidance regarding the company's financial performance or strategic direction, as it is solely an insider transaction report.

Industry Context

This filing is a routine insider transaction report and does not provide information that directly relates to broader industry trends or competitive landscape. It reflects standard compensation practices for executives, specifically the tax implications of restricted stock unit vesting.

Stakeholder Impact

• Shareholders: Minimal direct impact as this is a routine, non-discretionary transaction for tax purposes and not a signal of management's view on the company's future prospects.
• Employees: No direct impact.

Key Dates

Keywords

PagerDuty, PD, Form 4, Insider Transaction, Howard Wilson, CFO, Stock Sale, Tax Withholding, RSU Vesting, 10b5-1 Plan