PD Form 4: Insider Tax Withholding, 2.66M Shares Still Held

Rhea-AI Filing Summary

PagerDuty, Inc. (PD) – Form 4 Insider Filing

Director Dan Alexandru Solomon reported two Code F transactions on 07/02/2025 related to the automatic share withholding for tax obligations arising from restricted stock unit (RSU) vesting.

• Shares withheld: 377 and 326 common shares, totaling 703 shares.
• Price used for withholding: $15.72 per share.
• Post-transaction holding: 2,657,023 common shares, including unvested RSUs.
• Code F indicates no open-market sale; shares were surrendered to the issuer solely to cover taxes.

The disposition represents roughly 0.03 % of the insider’s ownership and does not signal a discretionary sale. Overall market impact appears immaterial.

Insights

Securities Analyst

TL;DR: Routine tax withholding; negligible insider share reduction, neutral signal.

The filing shows Director Solomon relinquished 703 shares to PagerDuty at $15.72 to satisfy RSU-related taxes. His stake remains sizable at 2.66 million shares, so ownership dilution is statistically insignificant. Because Code F transactions are non-discretionary, they typically carry little informational value regarding management’s outlook. I view the filing as routine compliance with no material effect on the investment thesis.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
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hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Solomon Dan Alexandru

(Last) (First) (Middle)

C/O PAGERDUTY, INC.

600 TOWNSEND ST., STE. 200

(Street)

SAN FRANCISCO CA 94103

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
PagerDuty, Inc. [ PD ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
07/02/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	07/02/2025		F		377(1)	D	$15.72	2,657,349(2)	D
Common Stock	07/02/2025		F		326(1)	D	$15.72	2,657,023(2)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents shares automatically withheld by the Issuer to satisfy a tax obligation realized by the reporting person upon the vesting and settlement of restricted stock units.

2. A portion of these shares represent restricted stock units.

Remarks:

	/s/ Irving Gomez, as Attorney-in-Fact, for Dan Alexandru Solomon	07/07/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

How many PagerDuty (PD) shares did Director Dan Alexandru Solomon dispose of?

A total of 703 common shares were withheld to cover tax obligations.

What was the transaction price reported in the Form 4?

The shares were valued at $15.72 per share for withholding purposes.

Why were the shares withheld instead of sold on the open market?

Code F indicates the shares were automatically surrendered to the issuer to pay taxes on vested RSUs, not an open-market sale.

How many PagerDuty shares does the director own after the transaction?

Post-transaction, Solomon beneficially owns 2,657,023 shares (including RSUs).

Does this Form 4 suggest a change in insider sentiment toward PD stock?

No. Code F transactions are routine tax withholdings and generally viewed as neutral regarding insider sentiment.