4/A: PagerDuty Officer Amends Stock Grant Details

PagerDuty's Chief Accounting Officer, Paul D. Underwood, filed an amended Form 4 to correct the transaction date for a significant restricted stock unit grant.

Summary

• Paul D. Underwood, Chief Accounting Officer of PagerDuty, Inc., filed an amendment to correct the transaction date for a previously reported grant of restricted stock units (RSUs).
• On January 2, 2026, 2,165 shares of common stock were disposed of at $12.39 per share to satisfy tax obligations related to the vesting and settlement of restricted stock units.
• Following this disposal, beneficial ownership was 81,738 shares, which included 1,702 shares acquired under the Company's Employee Stock Purchase Plan on December 15, 2025.
• On January 9, 2026, 42,000 restricted stock units were acquired under the Issuer's 2019 Employee Incentive Plan, with a grant price of $0.
• These 42,000 RSUs will vest 1/12th on each quarterly anniversary from January 2, 2026, contingent on continuous service.
• The amendment clarifies that the RSUs were granted effective January 9, 2026, the date of Compensation Committee approval, with a vesting commencement date of January 2, 2026.
• Total beneficial ownership after these transactions is 123,738 shares, a portion of which are restricted stock units.

Sentiment

Score: 6

Explanation: The filing is largely neutral, detailing routine executive compensation and an administrative correction. The RSU grant is a positive for executive alignment, while the tax-related share disposal is standard practice. No significant positive or negative operational news is present.

Positives

• Acquisition of 42,000 restricted stock units (RSUs) by the Chief Accounting Officer, indicating continued alignment with company performance.
• The RSUs were granted under the Issuer's 2019 Employee Incentive Plan, demonstrating ongoing employee incentive programs.

Negatives

• Disposal of 2,165 shares of common stock at $12.39 to cover tax obligations upon RSU vesting, which is a common but still a sale of shares.

Future Outlook

NA

Industry Context

This filing is a routine insider transaction report and amendment, common for executives in publicly traded technology companies like PagerDuty, which frequently use equity compensation such as RSUs to incentivize and retain key personnel. It reflects standard compensation practices within the software and IT services industry.

Comparison to Industry Standards

• The use of Restricted Stock Units (RSUs) as a form of executive compensation is standard practice across the technology sector, aligning with companies like Atlassian, Datadog, and ServiceNow, which also heavily utilize equity grants to attract and retain talent.
• The vesting schedule of 1/12th quarterly from a specific date is a common approach to ensure long-term commitment and align executive interests with shareholder value over several years.
• The automatic withholding of shares for tax obligations upon RSU vesting is a routine and compliant mechanism for managing tax liabilities associated with equity compensation, consistent with practices observed in most public companies.

Stakeholder Impact

• Shareholders: The RSU grant aligns executive interests with long-term shareholder value. The tax-related share disposal is a minor, routine event. The amendment provides clarity on reporting.
• Employees: The filing highlights the company's use of equity incentive plans (2019 Employee Incentive Plan, ESPP) for compensation, which can be a positive for employee retention and motivation.

Next Steps

• Continued vesting of the 42,000 restricted stock units on a quarterly basis from January 2, 2026, subject to continuous service.

Key Dates

Recommendation

This Form 4/A filing primarily details routine insider transactions related to executive compensation and corrects a transaction date. It does not contain information that would fundamentally alter the investment thesis for PagerDuty. The RSU grant is a standard incentive, and the tax-related share disposal is a common occurrence. Therefore, an investor would likely maintain their current position based solely on this administrative update.

Keywords

PagerDuty, PD, Form 4/A, SEC Filing, Insider Trading, Restricted Stock Units, RSU Grant, Executive Compensation, Paul Underwood, Chief Accounting Officer, Stock Ownership