[144] Pegasystems Inc SEC Filing

Rhea-AI Filing Summary

Perella Weinberg Partners (Nasdaq: PWP) filed an automatic shelf registration statement (Form S-3 ASR) that permits the company and/or unnamed selling stockholders to issue and resell an indeterminate amount of Class A common stock at future dates. Because PWP qualifies as a well-known seasoned issuer, the shelf becomes effective immediately under Rule 462(e) and allows flexible takedowns via Rule 415.

• Shares may be distributed through underwriters, dealers, agents or direct sales; exact size, price and timing will appear in later prospectus supplements.
• Company proceeds, if any, are earmarked for “general corporate purposes,” including working capital and potential share repurchases; PWP receives no proceeds from secondary sales by stockholders.
• Capital structure (30 Jun 2025): 62.6 m Class A shares outstanding versus authorization for up to 1.5 bn; preferred stock authorization totals 100 m shares.
• The shelf enhances liquidity options but could dilute existing holders if primary shares are issued.

The document contains standard risk factors, anti-takeover provisions (classified board, super-majority removal, forum selection) and indemnification language. No new financial results or guidance are disclosed.

Positive

• Enhanced capital flexibility: ASR enables quick access to equity markets, supporting liquidity during revenue volatility or for strategic uses.
• No immediate issuance: Dilution is contingent on future takedowns, allowing management to time offerings based on market conditions.

Negative

• Potential shareholder dilution: Indeterminate share count could materially increase float and pressure EPS when executed.
• Concentrated voting control: Dual-class structure (10-vote Class B-1) and classified board reduce minority influence, a governance red flag for some investors.

Insights

Equity Research Analyst

TL;DR: Shelf adds capital flexibility; dilution risk offsets benefit—net neutral.

The ASR positions PWP to tap equity markets swiftly should advisory-fee volatility stress cash flows or strategic initiatives demand funding. Given the unspecified amount, magnitude of dilution is unknown; however, the firm already has 1.44 bn authorized but unissued Class A shares, so incremental issuance could be material. Use-of-proceeds language is generic, offering limited insight into near-term capital needs. Because proceeds may also fund share buybacks, management retains optionality to mitigate dilution or support the stock. Overall market impact depends on future takedown size and timing, making today’s filing more procedural than catalytic.

Portfolio Manager – Financial Services

TL;DR: Shelf underscores governance protections yet signals potential supply; mildly negative for existing holders.

From a portfolio standpoint, an unlimited shelf increases headline share-supply risk, particularly in a mid-cap advisory firm with lumpy earnings. Anti-takeover provisions (10-vote Class B-1 shares, classified board) consolidate insider control, limiting activist influence despite possible dilution. While access to equity can support strategic hiring or acquisitions, investors must discount for prospective share overhang. Absent concrete issuance plans, I view the filing as incrementally dilutive but not immediately price-moving.

Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK
Filer CCC
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer

SEC File Number

Address of Issuer

Phone

Name of Person for Whose Account the Securities are To Be Sold

See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.

Relationship to Issuer

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
Common	Morgan Stanley Smith Barney LLC Executive Financial Services 1 New York Plaza 8th Floor New York NY 10004	4000	234840.00	171080665	08/01/2025	NASDAQ

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
Common	03/01/2024	Restricted Stock Units	Issuer			4000	03/01/2024	N/A

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Name and Address of Seller	Title of Securities Sold	Date of Sale	Amount of Securities Sold	Gross Proceeds
10b5-1 Sales for KENNETH STILLWELL 225 Wyman Street Waltham MA 02451	Common	07/01/2025	4000	210563.60
10b5-1 Sales for KENNETH STILLWELL 225 Wyman Street Waltham MA 02451	Common	06/02/2025	2000	194960.00

144: Remarks and Signature

Remarks

Date of Notice

Date of Plan Adoption or Giving of Instruction, If Relying on Rule 10b5-1

ATTENTION:

The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.

Signature

ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)

FAQ

What is Perella Weinberg Partners (PWP) registering on Form S-3?

PWP is registering an unspecified amount of Class A common stock that it and/or selling stockholders can issue or resell over time.

Will PWP receive cash from all sales under the shelf?

Only primary issuances by the company generate proceeds; PWP receives no funds when selling stockholders resell shares.

How will PWP use any proceeds from future offerings?

Management lists "general corporate purposes," which may include working capital and share repurchases.

How many Class A shares are currently outstanding?

62,606,861 shares were outstanding as of 30 June 2025.

Does the shelf become effective immediately?

Yes. As a well-known seasoned issuer, PWP’s registration is automatically effective under Rule 462(e).

Could current shareholders be diluted?

Yes. Issuing new primary shares would increase the share count and could dilute existing holdings.