PD Insider Filing: Solomon’s 48-Share Sale Under 10b5-1 Plan

Rhea-AI Filing Summary

PagerDuty (PD) Form 4 insight: Director Dan Alexandru Solomon sold 48 common shares on 07/25/2025 at an average price of $18.00 per share, generating roughly $864 in gross proceeds. The transaction was executed under a pre-arranged Rule 10b5-1 trading plan adopted 09/10/2024. After the sale, Solomon still beneficially owns 2,656,975 PD shares, a stake that includes restricted stock units. Ownership remains recorded as direct. No derivative security activity was reported. The filing represents a routine, de minimis sale amounting to far less than 0.01 % of the insider’s holdings and does not alter board relationship or control status.

Positive

• Director retains a sizeable 2.66 m-share stake, signalling continued alignment with shareholder interests.
• Sale executed under a 10b5-1 plan, reflecting adherence to insider-trading best practices.

Negative

• Insider sale event, even if trivial, can be perceived negatively by some investors.

Insights

Sell-Side Equity Analyst

TL;DR: Immaterial 48-share sale; no impact on thesis.

The director’s disposal equates to ≈$0.9k versus a >$45 m position, conveying no meaningful change in sentiment or liquidity needs. Volume is statistically irrelevant relative to PD’s 90-day average daily volume (~1 m shares). Because the trade is under a standing 10b5-1 plan, motive appears administrative rather than opportunistic. I view the disclosure as neutral for valuation models and recommend no adjustment to forecasts.

Governance & Insider-Trading Specialist

TL;DR: Filing is routine; governance risk unchanged.

The micro-scale sale, combined with continued ownership of 2.66 m shares, maintains alignment between the director and shareholders. Use of a 10b5-1 plan meets best-practice guidelines, reducing optics of information advantage. There are no red flags such as clustered sales, large percentage liquidations, or derivative exercises. I classify impact as not material to governance or market perception.

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
Estimated average burden
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).

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)
07/25/2025

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	07/25/2025		S(1)		48	D	$18	2,656,975(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. The sales reported were effected pursuant to a 10b5-1 trading plan adopted by the reporting person on September 10, 2024.

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

Remarks:

	/s/ Irving Gomez, as Attorney-in-Fact, for Dan Alexandru Solomon	07/29/2025
	** 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 shares did Director Dan Alexandru Solomon sell?

48 common shares were sold on 07/25/2025.

What was the sale price reported in the Form 4 for PD?

The shares were sold at $18.00 per share.

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

Post-sale beneficial ownership is 2,656,975 shares.

Was the transaction part of a pre-arranged trading plan?

Yes, it was executed under a 10b5-1 plan adopted on 09/10/2024.

Does the Form 4 report any derivative security activity?

No; Table II shows no derivative transactions.