Pegasystems insider exercises options at $23.64, sells at $67.25

Rhea-AI Filing Summary

Pegasystems (PEGA) insider transaction: SVP & Chief Accounting Officer Efstathios A. Kouninis exercised 11,250 stock options at $23.64 on 10/27/2025, then sold 4,425 shares at $67.25 and had 6,825 shares withheld to cover obligations. Direct holdings after these trades were 206 shares.

The exercised options had a $23.64 strike, were first exercisable on 03/07/2024, and carried an expiration of 03/07/2033. Following the exercise, derivative (option) balance reported was 0. Vesting was tied to performance criteria for fiscal years 2023 and 2024.

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

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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^*

KOUNINIS EFSTATHIOS A

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	SVP, Chief Accounting Officer

3. Date of Earliest Transaction (Month/Day/Year)
10/27/2025

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	10/27/2025		M		11,250	A	$23.64	11,456	D
Common stock	10/27/2025		F		6,825	D	$67.25	4,631	D
Common stock	10/27/2025		S		4,425	D	$67.25	206	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	$23.64	10/27/2025		M			11,250	03/07/2024(1)	03/07/2033	Common stock	11,250	$0	0	D

Explanation of Responses:

1. This option vested in two instalments: 25% on the Date Exercisable in Table II, based on Pegasystems' satisfaction of certain performance criteria for the fiscal year ended December 31, 2023, and 75% on the first anniversary of the Date Exercisable, based on Pegasystems' satisfaction of certain performance criteria for the fiscal year ended December 31, 2024.

Remarks:

	/s/ Kathryn Leach, Attorney-in-Fact for Efstathios A. Kouninis	10/28/2025
	** 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 insider activity did PEGA report on Form 4?

The CAO exercised 11,250 options at $23.64, sold 4,425 shares at $67.25, and had 6,825 shares withheld for obligations on 10/27/2025.

How many PEGA shares does the insider hold after the transactions?

Directly held shares after the reported transactions were 206.

What were the details of the exercised PEGA options?

Strike price $23.64, first exercisable on 03/07/2024, expiration on 03/07/2033; 11,250 options were exercised.

How many PEGA shares were sold and at what price?

The insider sold 4,425 shares at $67.25.

Were any PEGA shares withheld for taxes or obligations?

Yes, 6,825 shares were withheld to satisfy obligations related to the option exercise.

Who is the reporting person and their role at PEGA?

Efstathios A. Kouninis, SVP, Chief Accounting Officer of Pegasystems Inc.

Did the insider retain any derivative securities after the exercise?

No. Reported derivative (option) balance after the transactions was 0.