Pegasystems director equity award: 2,374 shares plus 5,168 vested options

Rhea-AI Filing Summary

Sharon T. Rowlands, a director of Pegasystems Inc. (PEGA), received equity as director compensation. She was granted 2,374 shares of unrestricted common stock and a fully vested non-statutory option for 5,168 shares with an exercise price of $52.66 and an expiration in 2035. The option is exercisable immediately. After the reported transactions and a 2-for-1 stock split, Rowlands beneficially owns 67,730 shares. The stock shares were issued as annual director compensation and the option was granted and vested on issuance.

Positive

• Director received equity compensation (2,374 unrestricted shares and 5,168 options), which aligns director incentives with shareholders
• Options fully vested on issuance, providing clear immediate alignment rather than deferred vesting

Negative

• None.

Insights

Financial Analyst

TL;DR: Director equity grants align management and shareholder interests but have limited near-term market impact.

These transactions consist of annual director compensation: a small grant of unrestricted stock and a non-statutory option that vested on issuance. The option strike of $52.66 and the relatively modest size (5,168 options) suggest the award is routine compensation rather than a significant capital event. The post-transaction beneficial ownership of 67,730 shares (after a 2-for-1 split) provides alignment but is unlikely, by itself, to materially affect valuation or share supply.

Corporate Governance Expert

TL;DR: Equity-for-service grants are standard governance practice to align directors with shareholders.

The reporting shows the director received unrestricted shares as annual service consideration and a fully vested, non-statutory option granted for the same term. Immediate vesting on issuance should be reviewed against the company’s equity governance policies to confirm consistency with peer practices. The disclosure is clear about the nature of the awards and the impact of a recent 2-for-1 split on beneficial ownership.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Rowlands Sharon T

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Stock Options	5,168	$0.00	--
Grant/Award	Common stock	2,374	$0.00	--

Holdings After Transaction: Stock Options — 5,168 shares (Direct); Common stock — 67,730 shares (Direct)

Footnotes (1)

1. Represents shares of unrestricted common stock received as consideration for the reporting person's service as a Director for the annual term. Total shares beneficially owned reflect a 2-for-1 stock split effected on June 20, 2025. Non-statutory stock option fully vested on issuance and granted as consideration for the reporting person's services as a Director for the annual term.

Form 4 Insider Transactions: What Each Field Means →

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).

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^*

Rowlands Sharon T

(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		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/15/2025

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	08/15/2025		A		2,374(1)	A	$0	67,730(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
Stock Options	$52.66	08/15/2025		A		5,168(3)		08/15/2025	08/15/2035	Common stock	5,168	$0	5,168	D

Explanation of Responses:

1. Represents shares of unrestricted common stock received as consideration for the reporting person's service as a Director for the annual term.

2. Total shares beneficially owned reflect a 2-for-1 stock split effected on June 20, 2025.

3. Non-statutory stock option fully vested on issuance and granted as consideration for the reporting person's services as a Director for the annual term.

Remarks:

	/s/ Ewelina Kemp, Attorney-in-Fact for Sharon T. Rowlands	08/19/2025
	** 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

What transactions did Sharon T. Rowlands report on Form 4 for PEGA?

She reported receipt of 2,374 unrestricted common shares as director compensation and a grant of a non-statutory option for 5,168 shares exercisable at $52.66.

How many shares does Sharon T. Rowlands beneficially own after the reported transactions?

Following the transactions and a reported 2-for-1 stock split, she beneficially owns 67,730 shares.

When are the options exercisable and when do they expire?

The non-statutory options were fully vested on issuance, are exercisable immediately, and expire on 08/15/2035.

What was the consideration or price paid for the shares and options reported?

The unrestricted shares were reported as $0 (compensation). The option exercise price is $52.66, and the reported option grant had no cash price at issuance.

Why were shares and options issued to the reporting person?

The form states the shares and option were granted as consideration for the reporting person's service as a Director for the annual term.