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Pegasystems (PEGA) executive exercises RSUs and withholds shares to cover taxes

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Pegasystems Inc. executive Leon Trefler reported routine equity compensation activity involving restricted stock units and related tax withholding. On the reported date, he exercised 2,658 restricted stock units into an equal number of common shares and had 1,046 of those shares withheld to cover tax obligations.

After these transactions, Trefler directly held 124,057 shares of Pegasystems common stock and 7,974 restricted stock units. The filing characterizes the disposition as payment of tax liability by delivering securities rather than an open-market sale.

Positive

  • None.

Negative

  • None.
Insider Trefler Leon
Role Chief of Clients and Markets
Type Security Shares Price Value
Exercise Restricted Stock Units 2,658 $0.00 --
Exercise Common stock 2,658 $0.00 --
Tax Withholding Common stock 1,046 $34.71 $36K
Holdings After Transaction: Restricted Stock Units — 7,974 shares (Direct, null); Common stock — 124,057 shares (Direct, null)
Footnotes (1)
  1. Each restricted stock unit represents the right to receive, following vesting, one share of the issuer's common stock. This restricted stock unit award vested 25% on the Date Exercisable in Table II, with the remaining 75% vesting in equal quarterly amounts over the remaining 3 years.
RSUs Exercised 2,658 shares Restricted stock units converted into common stock on transaction date
Shares Withheld for Taxes 1,046 shares Common stock delivered to satisfy tax liability
Common Shares Held After 124,057 shares Direct Pegasystems common stock holdings following transactions
RSUs Held After 7,974 units Restricted stock units remaining after the reported exercise
RSU Conversion Ratio 1:1 to common stock Each RSU represents the right to receive one common share upon vesting
Restricted Stock Units financial
"security_title: "Restricted Stock Units""
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
tax-withholding disposition financial
"transaction_action: "tax-withholding disposition""
A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.
derivative exercise/conversion financial
"transaction_action: "derivative exercise/conversion""
derivative security financial
"transaction_code_description: "Exercise or conversion of derivative security""
A derivative security is a financial contract whose value comes from the price or performance of something else, such as a stock, bond, commodity, or market index. For investors it acts like an insurance policy or a wager: it can be used to protect against losses, lock in prices, or amplify gains and losses, so it can change a portfolio’s risk and potential return without owning the underlying asset directly.
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Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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).
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 Leon
(Last)(First)(Middle)
C/O PEGASYSTEMS INC.
225 WYMAN STREET, STE 300
(Street)
WALTHAM MASSACHUSETTS 02451
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
PEGASYSTEMS INC [ PEGA ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
Chief of Clients and Markets
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
06/07/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Common stock06/07/2026M2,658A$0124,057D
Common stock06/07/2026F1,046D$34.71123,011D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Units(1)$006/07/2026M2,65803/07/2024(2)03/07/2027Common stock2,658$07,974D
Explanation of Responses:
1. Each restricted stock unit represents the right to receive, following vesting, one share of the issuer's common stock.
2. This restricted stock unit award vested 25% on the Date Exercisable in Table II, with the remaining 75% vesting in equal quarterly amounts over the remaining 3 years.
Remarks:
/s/ Ewelina Kemp, Attorney-in-Fact for Leon Trefler06/09/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What did Leon Trefler report in this Pegasystems (PEGA) Form 4 filing?

Leon Trefler reported routine equity compensation activity. He exercised 2,658 restricted stock units into common shares and had 1,046 of those shares withheld to cover tax obligations, without reporting any open-market purchases or sales.

How many Pegasystems (PEGA) shares does Leon Trefler hold after this Form 4?

After the reported transactions, Leon Trefler directly holds 124,057 shares of Pegasystems common stock and 7,974 restricted stock units. These figures reflect his position immediately following the exercise and tax-withholding disposition on the reported date.

Was the Pegasystems (PEGA) Form 4 transaction an open-market sale?

The filing describes the disposition as a tax-withholding event, not an open-market sale. 1,046 shares were delivered to satisfy tax liability associated with vesting or exercise of equity awards, which is treated differently from discretionary market selling.

What restricted stock unit terms are disclosed in Leon Trefler’s Pegasystems filing?

The filing states each restricted stock unit converts into one common share upon vesting. The award vested 25% on the stated exercisable date, with the remaining 75% scheduled to vest in equal quarterly installments over the following three years.

How many restricted stock units remain after Leon Trefler’s Pegasystems transaction?

Following the reported exercise, Leon Trefler holds 7,974 restricted stock units. These units represent future rights to receive Pegasystems common shares as they vest according to the award’s multi-year quarterly vesting schedule described in the filing footnotes.