[Form 4] Pegasystems Inc Insider Trading Activity

Rhea-AI Filing Summary

Pegasystems Inc insider John Gerard Higgins, Chief of Client & Partner Success, reported multiple transactions on 09/01/2025 reflecting the vesting and release of restricted stock units (RSUs) and related share movements. A series of RSU vesting events (totaling incremental releases such as 920, 184, 1,030 and other units) increased his direct beneficial ownership to 40,168.762 shares following the transactions. Several transactions were zero-price awards (vested RSUs) and others were dispositions at $54.21 per share. The filing notes a 2-for-1 forward stock split effective June 20, 2025 and corrects a prior underreporting of directly held shares.

Positive

• RSU vesting was executed as scheduled, converting award units into shares and increasing direct ownership
• Correction and restatement for pre-split reporting improves accuracy of insider holdings disclosure
• Disclosure of 2-for-1 forward split clarifies share counts post-split

Negative

• Administrative error previously resulted in underreporting of directly held shares
• Insider sold shares on the transaction date at $54.21, indicating some liquidity by the officer

Insights

Securities Analyst

TL;DR: Routine executive RSU vestings and minor share sales; filing includes a post-split correction.

This Form 4 documents scheduled RSU vestings for an officer and small open-market sales at $54.21 per share on the same date, increasing direct share count to 40,168.762 after a 2-for-1 split. The transactions are consistent with compensation vesting schedules and employee liquidity through modest dispositions. The disclosure of a prior administrative underreporting and its correction is noteworthy for record accuracy but does not by itself indicate material corporate change. Impact for investors is neutral given routine nature and no new material event.

Corporate Governance Expert

TL;DR: Filing shows standard equity compensation delivery and a corrective reporting adjustment.

The report details multiple vesting tranches following previously granted RSU packages with customary release mechanics (5% tranche on 09/01/2025 with release 09/02/2025). The inclusion of a correction to previously reported holdings and restatement for the 2-for-1 split improves disclosure integrity. No unexpected insider selling magnitude or governance red flags are evident from the listed disposals; transactions appear aligned with routine compensation and ESPP participation.

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

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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^*

Higgins John Gerard

(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)
	Chief, Client &Partner Success

3. Date of Earliest Transaction (Month/Day/Year)
09/01/2025

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	09/01/2025		M		920(1)	A	$0	39,984.762	D
Common stock	09/01/2025		F		514	D	$54.21	39,470.762	D
Common stock	09/01/2025		M		184(2)	A	$0	39,654.762	D
Common stock	09/01/2025		F		103	D	$54.21	39,551.762	D
Common stock	09/01/2025		M		184(3)	A	$0	39,735.762	D
Common stock	09/01/2025		F		103	D	$54.21	39,632.762	D
Common stock	09/01/2025		M		1,030(4)	A	$0	40,662.762	D
Common stock	09/01/2025		F		575	D	$54.21	40,087.762	D
Common stock	09/01/2025		M		184(5)	A	$0	40,271.762	D
Common stock	09/01/2025		F		103	D	$54.21	40,168.762(6)	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
Restricted Stock Units(7)	$0	09/01/2025		M			920(1)	06/01/2021	03/01/2026	Common stock	920	$0	1,840(8)	D
Restricted Stock Units(7)	$0	09/01/2025		M			184(2)	03/01/2022	03/01/2026	Common stock	184	$0	368(8)	D
Restricted Stock Units(7)	$0	09/01/2025		M			184(3)	03/01/2023	03/01/2027	Common stock	184	$0	1,106(8)	D
Restricted Stock Units(7)	$0	09/01/2025		M			1,030(4)	03/01/2023	03/01/2027	Common stock	1,030	$0	6,170(8)	D
Restricted Stock Units(7)	$0	09/01/2025		M			184(5)	03/01/2024	03/01/2028	Common stock	184	$0	1,846(8)	D

Explanation of Responses:

1. Represents a 5% vesting on September 1, 2025, with a release date of September 2, 2025, the first business day following vesting. The original grant was 9,207 restricted stock units, with 20% vesting on June 1, 2021, and the remaining 80% vesting in equal quarterly installments over the remaining four years.

2. Represents a 5% vesting on September 1, 2025, with a release date of September 2, 2025, the first business day following vesting. The original grant was 1,842 restricted stock units, with 20% vesting on March 1, 2022, and the remaining 80% vesting in equal quarterly installments over the remaining four years.

3. Represents a 5% vesting on September 1, 2025, with a release date of September 2, 2025, the first business day following vesting. The original grant was 1,844 restricted stock units, with 20% vesting on March 1, 2023, and the remaining 80% vesting in equal quarterly installments over the remaining four years.

4. Represents a 5% vesting on September 1, 2025, with a release date of September 2, 2025, the first business day following vesting. The original grant was 10,285 restricted stock units, with 20% vesting on March 1, 2023 and the remaining 80% vesting in equal quarterly installments over the remaining four years.

5. Represents a 5% vesting on September 1, 2025, with a release date of September 2, 2025, the first business day following vesting. The original grant was 1,845 restricted stock units, with 20% vesting on March 1, 2024, and the remaining 80% vesting in equal quarterly installments over the remaining four years.

6. Beneficial ownership totals reflect Pegasystems Inc.'s 2-for-1 forward stock split effectuated on June 20, 2025, and a correction to the number of shares directly held, which was previously incorrectly reported as lower (on a pre-split basis) due to an administrative error. Includes shares acquired on June 30, 2025 pursuant to the employee stock purchase plan.

7. Each restricted stock unit represents the right to receive, following vesting, one share of the issuer's common stock.

8. All share amounts in this Form 4 have been restated to reflect a 2-for-1 forward stock split of Pegasystems Inc.'s common stock effectuated on June 20, 2025.

Remarks:

	/s/ Ewelina Kemp, Attorney-in-Fact for John Gerard Higgins	09/04/2025
	** 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.
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FAQ

What did John Gerard Higgins report on Form 4 for PEGA?

The filing reports multiple RSU vestings and related share disposals on 09/01/2025, resulting in 40,168.762 shares beneficially owned after the transactions.

How many shares were acquired from RSU vesting in the Form 4?

The filing shows vesting events including tranches of 920, 184, 1,030, 184, and 184 RSUs (among others), with corresponding shares delivered and restated for a 2-for-1 split.

At what price were shares disposed of in the reported transactions?

Dispositions on the Form 4 were reported at $54.21 per share.

Does the Form 4 include any corrections or corporate actions affecting share counts?

Yes. It notes a 2-for-1 forward stock split effective June 20, 2025 and corrects a prior underreported direct holding amount; all share figures are restated post-split.

Were the reported RSU releases subject to a release date after vesting?

Yes. Each described 5% vesting on 09/01/2025 has a release date of 09/02/2025, the first business day following vesting.