PagerDuty (PD) director reports 266,667-share sale under Rule 10b5-1 plan

Rhea-AI Filing Summary

PagerDuty, Inc. director reports planned stock sale under Rule 10b5-1 plan. A company director sold 266,667 shares of PagerDuty common stock on 12/30/2025, coded as an "S" transaction, at a weighted average price of $13.35 per share. The filing states the sale was made under a pre-arranged Rule 10b5-1 trading plan adopted on September 30, 2025, which is designed to allow insiders to trade according to a preset schedule. The transactions occurred in multiple trades at prices between $13.23 and $13.42 per share. After this sale, the reporting person beneficially owns 2,389,665 PagerDuty shares, and a portion of this remaining amount consists of restricted stock units.

Insights

Equity ownership and insider-transactions analyst

Routine Rule 10b5-1 sale by a PagerDuty director, with substantial holdings remaining.

The filing shows a PagerDuty, Inc. director executed a sale of 266,667 shares of common stock on 12/30/2025, using transaction code "S" for an open-market sale. The weighted average sale price was $13.35 per share, with individual trades occurring between $13.23 and $13.42. This level of detail helps clarify that the sale was executed across multiple transactions within a narrow price band.

The sale was carried out under a pre-established Rule 10b5-1 trading plan adopted on September 30, 2025, indicating the trades followed a preset schedule rather than being made opportunistically. After the reported transaction, the director beneficially owns 2,389,665 shares, and the notes state that a portion of these are restricted stock units, which typically vest over time and tie compensation to future company performance.

This type of Form 4 event is generally administrative and common for senior insiders managing their holdings and compensation. The filing does not quantify company-wide share counts or link the transaction to corporate events, so the overall business impact appears limited based on the information provided.

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).

X

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)
12/30/2025

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	12/30/2025		S(1)		266,667	D	$13.35(2)	2,389,665(3)	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. The sales reported were effected pursuant to a 10b5-1 trading plan adopted by the reporting person on September 30, 2025.

2. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $13.23 to $13.42 per share, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or to the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this foot

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

Remarks:

	/s/ Irving Gomez, as Attorney-in-Fact, for Dan Alexandru Solomon	12/31/2025
	** 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

What insider transaction did PagerDuty (PD) disclose in this Form 4?

PagerDuty disclosed that a director sold 266,667 shares of common stock on 12/30/2025, reported with transaction code "S" for an open-market sale.

At what price were the PagerDuty (PD) shares sold in this insider transaction?

The director’s shares were sold at a weighted average price of $13.35 per share, with individual trades executed between $13.23 and $13.42 per share.

How many PagerDuty (PD) shares does the insider own after the reported sale?

Following the sale, the reporting person beneficially owns 2,389,665 PagerDuty shares, and the filing notes that a portion of this amount consists of restricted stock units.

Was the PagerDuty (PD) insider sale made under a Rule 10b5-1 trading plan?

Yes. The filing states the sales were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on September 30, 2025.

What is the reporting person’s relationship to PagerDuty (PD)?

The reporting person is identified as a Director of PagerDuty, Inc., as indicated in the relationship section of the filing.

Does this PagerDuty (PD) Form 4 include any derivative securities transactions?

The filing includes a Table II heading for derivative securities but does not list specific derivative transactions in the provided content; the main reported activity is the common stock sale.