PD insider: RSU tax-withholding of 643 shares; beneficially owns 2.66M

Rhea-AI Filing Summary

Insider sale tied to RSU tax withholding at PagerDuty (PD). A company director, Dan Alexandru Solomon, reported on 10/06/2025 a small non-derivative disposition of 643 shares of PagerDuty common stock on 10/02/2025 at a price of $16.47 per share. The filing states these shares were automatically withheld by the issuer to satisfy a tax obligation arising when restricted stock units vested and settled. After the transaction the reporting person beneficially owns 2,656,332 shares, a position that the form notes includes a portion held as restricted stock units.

Positive

• Transaction was administrative withholding to cover taxes on vested RSUs, not an opportunistic open-market sale
• Reporting is timely and complete, with signature by attorney-in-fact and required details

Negative

• Beneficial ownership remains concentrated with 2,656,332 shares including RSUs
• Future vesting events could lead to additional share withholding or sales that may increase supply

Insights

Corporate Governance Expert

TL;DR: Small withholding sale on RSU vesting; routine tax-related insider reporting.

The reported transaction is a non-derivative disposition of 643 shares executed to satisfy a tax withholding obligation triggered by the vesting and settlement of restricted stock units. Such withholdings are a common administrative result of equity compensation and do not represent an active market sale intended to change ownership stakes.

Risks and dependencies include the timing of future RSU vesting events and any planned open-market sales if the director chooses to monetize additional vested equity. Monitor the number of vested vs. unvested RSUs disclosed in future filings for changes to potential dilution or future periodic sell transactions, particularly across the next 12 months.

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

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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)
10/02/2025

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	10/02/2025		F(1)		643	D	$16.47	2,656,332(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	10/06/2025
	** 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 did PagerDuty director Dan Alexandru Solomon report in the Form 4 (PD)?

He reported a non-derivative disposition of 643 shares on 10/02/2025 at $16.47 per share, via automatic withholding to satisfy a tax obligation from RSU vesting.

Why were the 643 shares sold according to the Form 4 for PD?

The filing explains the shares were automatically withheld by the issuer to satisfy tax withholding when restricted stock units vested and settled.

How many PagerDuty shares does the reporting person own after the transaction?

The reporting person beneficially owns 2,656,332 shares following the transaction; the filing notes a portion of these are restricted stock units.

Was this Form 4 filed jointly or by a single reporting person?

The form was filed by one reporting person, and the signature is by an attorney-in-fact on 10/06/2025.

Does the Form 4 show any derivative transactions for PagerDuty (PD)?

No. Table II for derivative securities shows no reported transactions in this filing.