[Form 4/A] Pegasystems Inc Amended Insider Trading Activity

Rhea-AI Filing Summary

Form 4/A highlights the amended insider transactions of Pegasystems Inc. (PEGA) founder, CEO, Chairman and 10% owner Alan N. Trefler.

• Transaction dates: 16-17 Apr 2025
• Shares sold: five open-market sales totaling 63,000 common shares.
• Price range: weighted-average prices between $67.35 and $69.95 (individual price bands disclosed in the footnotes).
• Proceeds: exact cash proceeds are not stated, but the price band implies roughly US$4.3-4.4 million.
• 10b5-1 plan: all sales executed under a pre-arranged Rule 10b5-1 trading plan adopted 6 Nov 2024.
• Amendment reason: original Form 4 (filed 21 Apr 2025) overstated one sale by 54 shares, which in turn under-reported Mr. Trefler’s direct ownership; this filing corrects both figures.
• Post-sale ownership: 17,153,114 shares held directly. Indirect holdings via family trusts total 1,605,503 + 5,067,271 + 2,190,736 + 7,500,000 + 6,000,000 shares, leaving Mr. Trefler with voting/control over more than 39 million shares overall.

No derivative securities were involved. The filing is routine but may draw attention because it reflects insider selling and a prior reporting error, although the sale represents a small fraction of the insider’s overall stake.

Insights

Securities Analyst

TL;DR: Routine 10b5-1 sale of 63k shares; negligible versus 39 m share stake; amended to fix 54-share error—impact immaterial.

Mr. Trefler’s disposition equals ~0.16 % of his total beneficial ownership and occurs under a disclosed 10b5-1 plan, tempering any governance concerns. The amendment corrects an administrative overstatement, indicating procedural diligence rather than substantive change. From a valuation perspective, the transaction neither signals strategic shifts nor alters float meaningfully. Insider-sale optics can weigh on sentiment, but the scale and pre-planned nature render the filing non-impactful.

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).

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^*

TREFLER ALAN

(Last) (First) (Middle)

C/O PEGASYSTEMS INC.

225 WYMAN STREET, STE 300

(Street)

WALTHAM MA 02451

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
PEGASYSTEMS INC [ PEGA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	C.E.O. & Chairman

3. Date of Earliest Transaction (Month/Day/Year)
04/16/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)
04/21/2025

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								1,605,503	I	Alan N. Trefler Irrevocable Non-GST Trust of 2022
Common stock								5,067,271	I	Alan N. Trefler Grantor Retained Annuity Trust I of 2023
Common stock								2,190,736	I	Alan N. Trefler Grantor Retained Annuity Trust II of 2023
Common stock								7,500,000	I	Alan N. Trefler Grantor Retained Annuity Trust I of 2024
Common stock								6,000,000	I	Alan N. Trefler Grantor Retained Annuity Trust II of 2024
Common stock	04/16/2025		S		14,950(1)	D	$67.86(2)	17,201,164	D
Common stock	04/16/2025		S		15,001(1)	D	$68.85(3)	17,186,163	D
Common stock	04/16/2025		S		1,549(1)	D	$69.5(4)	17,184,614	D
Common stock	04/17/2025		S		30,428(1)(5)	D	$68.52(6)	17,154,186(7)	D
Common stock	04/17/2025		S		1,072(1)	D	$69.19(8)	17,153,114(7)	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. Sold pursuant to a pre-arranged trading plan adopted by Mr. Trefler November 6, 2024 under Rule 10b5-1 of the Securities Exchange Act of 1934, as amended.

2. Represents the weighted average of sale prices, ranging from $67.35 to $68.33. The individual has provided the Company, and undertakes to provide to the staff of the Securities and Exchange Commission or any security holder of the Company, upon request, full information regarding the number of shares sold at each separate price.

3. Represents the weighted average of sale prices, ranging from $68.38 to $69.34. The individual has provided the Company, and undertakes to provide to the staff of the Securities and Exchange Commission or any security holder of the Company, upon request, full information regarding the number of shares sold at each separate price.

4. Represents the weighted average of sale prices, ranging from $69.35 to $69.95. The individual has provided the Company, and undertakes to provide to the staff of the Securities and Exchange Commission or any security holder of the Company, upon request, full information regarding the number of shares sold at each separate price.

5. The original form 4, filed on April 21, 2025, is amended to correct an administrative error which overstated the amount of shares sold in this transaction by 54 shares.

6. Represents the weighted average of sale prices, ranging from $68.01 to $69.00. The individual has provided the Company, and undertakes to provide to the staff of the Securities and Exchange Commission or any security holder of the Company, upon request, full information regarding the number of shares sold at each separate price.

7. The original Form 4, filed on April 21, 2025, reflected an administrative error in the amount of shares sold being overstated by 54 shares, which then led to the underreporting of Mr. Trefler's beneficial ownership by the same. This corrected form reflects the increase of Mr. Trefler's beneficial ownership by 54 shares.

8. Represents the weighted average of sale prices, ranging from $69.08 to $69.35. The individual has provided the Company, and undertakes to provide to the staff of the Securities and Exchange Commission or any security holder of the Company, upon request, full information regarding the number of shares sold at each separate price.

Remarks:

	/s/ Ewelina Kemp, Attorney-in-Fact for Alan Trefler	07/11/2025
	** 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 PEGA shares did CEO Alan Trefler sell?

He disposed of 63,000 common shares across five trades on 16-17 Apr 2025.

What price did the PEGA shares sell for?

Weighted-average prices ranged from $67.35 to $69.95, detailed in footnotes (2-4,6-8).

Why was this Form 4 amended?

The original 21 Apr 2025 filing overstated one sale by 54 shares, which this amendment corrects along with the resulting ownership figure.

Does the filing indicate any derivative transactions?

No. Table II shows zero derivative securities acquired or disposed of.

How many PEGA shares does Mr. Trefler now own directly?

Post-transaction, he holds 17,153,114 shares directly.

Were the sales part of a 10b5-1 plan?

Yes. The shares were sold pursuant to a trading plan adopted on 6 Nov 2024 under Rule 10b5-1.