[Form 4] Pegasystems Inc Insider Trading Activity

Rhea-AI Filing Summary

Pegasystems Inc (PEGA) director Rohit Ghai received equity as director compensation. On 08/15/2025 he was granted 2,374 unrestricted common shares as annual director service compensation and a non-statutory stock option to purchase 5,168 shares at an exercise price of $52.66 that was fully vested on issuance. After the reported transactions and reflecting a 2-for-1 stock split effected June 20, 2025, the reporting person beneficially owned 3,398 shares of common stock and 5,168 underlying option shares. The Form 4 was signed by an attorney-in-fact on 08/19/2025.

Positive

• Equity-aligned compensation: Director received unrestricted shares and a fully vested option tying compensation to shareholder outcomes
• Transparent disclosure: Form 4 reports transaction dates, option exercise price ($52.66), exercisability and expiration (08/15/2035), and post-transaction ownership
• Adjusted for corporate action: Reporting clarifies that total shares reflect a 2-for-1 stock split effected 06/20/2025

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Routine equity awards to a director as annual compensation; disclosure is standard and governance-aligned.

The Form 4 discloses that the director received unrestricted common shares and a fully vested non-statutory option as compensation for a director annual term. These awards were granted on the same date and the option has a 10-year term to 08/15/2035 with an exercise price of $52.66. The filing also notes a 2-for-1 stock split effective 06/20/2025 which adjusts reported share counts. This is a typical governance disclosure showing board alignment with shareholder interests via equity-based pay.

Securities Analyst

TL;DR: Transaction is a routine insider grant; it discloses specific share and option amounts and post-split ownership.

The report details a grant of 2,374 unrestricted shares and a non-statutory option for 5,168 shares at $52.66, both dated 08/15/2025. Post-transaction beneficial ownership is 3,398 common shares and 5,168 option shares, with the share totals reflecting a 2-for-1 split on 06/20/2025. The option is exercisable immediately and expires 08/15/2035. For investors, this is a standard disclosure of insider compensation rather than an operational development.

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^*

Ghai Rohit

(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	3,398(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 Rohit Ghai	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 did PEGA director Rohit Ghai receive on 08/15/2025?

He received 2,374 unrestricted common shares and a non-statutory stock option for 5,168 shares with an exercise price of $52.66.

What is the exercisability and expiration of the option reported on PEGA Form 4?

The option is exercisable on 08/15/2025 and expires on 08/15/2035; it was fully vested on issuance.

How many PEGA shares did the reporting person beneficially own after the transactions?

Following the reported transactions, the reporting person beneficially owned 3,398 common shares and 5,168 option shares.

Did the Form 4 reflect any stock split for PEGA?

Yes, the Form 4 states that total shares beneficially owned reflect a 2-for-1 stock split effected on 06/20/2025.

Who signed the Form 4 for Rohit Ghai and when?

The Form 4 was signed by Ewelina Kemp, Attorney-in-Fact for Rohit Ghai on 08/19/2025.