Pegasystems Inc SEC Filings

Pegasystems Inc. is restructuring its organization, primarily within its Consulting group, to better align roles and capacity with an AI-first delivery model and its 2026 priorities. The company expects this reorganization to include some role eliminations and broader changes to how teams are structured.

As a result of these actions, Pegasystems expects to record an estimated charge of approximately $13 million in the fourth quarter of 2025, mainly for cash severance and related benefits for terminated employees. Notifications to affected employees are underway, with communications expected to be substantially completed in the first quarter of 2026.

Pegasystems Inc. reports a legal development in its dispute with Appian Corp. On January 8, 2026, the Supreme Court of Virginia unanimously affirmed a July 30, 2024 decision by the Court of Appeals of Virginia that had reversed the prior judgment for Appian on the Virginia Uniform Trade Secrets Act (VUTSA) claims in the case Appian Corp. v. Pegasystems Inc. and Youyong Zou. The Supreme Court ordered the case to be sent back for a retrial consistent with its opinion.

On the same date, Pegasystems sent an internal email to employees regarding this lawsuit, which is included as Exhibit 99.1 to the report.

Pegasystems Inc. executive Kenneth Stillwell, the company’s COO and CFO, sold 4,000 shares of common stock on January 2, 2026. The shares were sold at a weighted average price of $59.99, with individual sale prices ranging from $59.98 to $60.00. After this transaction, he beneficially owned 122,880 Pegasystems shares directly.

The sale was executed under a pre-arranged Rule 10b5-1 trading plan that Mr. Stillwell adopted on August 29, 2024. Such plans are designed to allow insiders to sell shares according to a preset schedule or conditions, helping separate trading decisions from day-to-day, non-public company information.

Pegasystems Inc. executive Kenneth Stillwell, who serves as COO and CFO, reported a gift of company stock to his children. On 12/12/2025, he transferred 1,908 shares of Pegasystems common stock at a price of $0 per share, reflecting a personal, non-cash gift.

Following this transaction, Stillwell directly holds 126,880 shares of Pegasystems common stock and is listed as having an additional 1,908 shares held indirectly for his children. He disclaims beneficial ownership of the shares held by his children except to the extent of any pecuniary interest.

Pegasystems Inc. reported an insider stock disposition by executive Kenneth Stillwell, who serves as COO and CFO. On 12/10/2025, a transaction coded "G" reduced his direct holdings by 6,000 shares of common stock at a reported price of $0. After this transaction, he beneficially owns 128,788 Pegasystems common shares directly.

Pegasystems Inc. officer Efstathios A. Kouninis reported equity award activity and related stock transactions. On December 5, 2025, 440 shares of Pegasystems common stock were acquired at an exercise price of $0 upon the vesting and settlement of restricted stock units, and 174 shares were disposed of at $57 per share, with 660 shares then beneficially owned directly. On December 7, 2025, an additional 332 shares were acquired at an exercise price of $0 from restricted stock units, and 131 shares were disposed of at $60.11 per share, leaving 861 shares of common stock held directly.

The filing also shows derivative holdings of restricted stock units, including 440 units tied to common shares that were exercisable beginning March 5, 2025 and 332 units exercisable beginning March 7, 2024, with portions vesting quarterly over three years.

Pegasystems Inc. officer Leon Trefler reported equity transactions involving company stock. On December 1, 2025, restricted stock units converted into 1,176 shares of common stock at an exercise price of $0, and 463 shares were withheld or sold at $54.77 per share to cover obligations, leaving 119,524 shares directly owned. On December 2, 2025, another RSU batch converted into 384 shares at $0, with 152 shares withheld or sold at $54.85, resulting in 119,756 shares of Pegasystems common stock held directly.

Each restricted stock unit gives the right to receive one share after vesting. For these grants, 20% vested on the initial vesting date and the remaining 80% vest in equal quarterly installments over four years, illustrating a long-term, time-based compensation structure tied to continued service.

Pegasystems Inc. reported insider equity transactions by its SVP and Chief Accounting Officer. On 12/01/2025, the officer acquired 206 shares of common stock at an exercise price of $0 through the vesting and settlement of restricted stock units, and disposed of 82 shares at $54.77. On 12/02/2025, the officer acquired another 106 shares at $0 and disposed of 42 shares at $54.85.

After these transactions, the officer directly beneficially owned 394 shares of Pegasystems common stock. The filing also shows continuing holdings of restricted stock units, including awards originally granted on 03/01/2023 and 03/02/2022, which vest over time according to their schedules.

Pegasystems (PEGA) insider activity: CEO, Chairman and 10% owner Alan N. Trefler reported open‑market sales executed under a Rule 10b5‑1 trading plan adopted on November 6, 2024. Transactions occurred on November 5–6, 2025.

He sold 40,969 shares at a weighted average price of $59.95, 4,031 shares at $60.87, 26,925 shares at $58.42, and 18,075 shares at $59.05. Following these sales, direct beneficial ownership reported was 44,844,364 shares.

In addition, indirect holdings were reported through trusts: 10,876,525 shares (Alan N. Trefler Irrevocable Non‑GST Trust of 2022), 10,879,283 shares (Grantor Retained Annuity Trust I of 2024), 2,071,585 shares (The Trefler 2025 Trust), and 8,703,426 shares (Grantor Retained Annuity Trust II of 2024). Footnotes indicate the prices reflect weighted averages across disclosed ranges, with full breakdowns available upon request.