Pegasystems COO converts RSUs, withholds shares for tax

PEGASYSTEMS INC COO and CFO Kenneth Stillwell reported equity award activity on common stock.

Accepted by SEC EDGAR 03/09/2026 - 04:25 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

PEGASYSTEMS INC COO and CFO Kenneth Stillwell reported equity award activity on common stock. On March 5, 2026, he exercised 4,402 restricted stock units, receiving an equal number of common shares at $0.00 per share. To cover taxes, 1,733 common shares were disposed of at $47.05 per share through a tax-withholding transaction, rather than an open-market sale.

After these movements, Stillwell directly owned 149,958 common shares and 35,218 restricted stock units. An additional 1,908 common shares were held indirectly for the reporting person’s children.

Insider Trade Summary

4,402 shares exercised/converted

Exercise 3 txns

Insider STILLWELL KENNETH

Role COO, CFO

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	4,402	$0.00	$0.00
Exercise	Common stock	4,402	$0.00	$0.00
Exercise Price or Tax Liability	Common stock	1,733	$47.05	$82K
Holding	Common stock	--	--	--

Holdings After Transaction: Restricted Stock Units — 35,218 contracts (Direct); Common stock — 149,958 shares (Direct); Common stock — 1,908 shares (Indirect, Reporting Person's children)

Footnotes (2)

1. F1. Each restricted stock unit represents the right to receive, following vesting, one share of common stock.
2. F2. 25% of the restricted stock units vest on the Date Exercisable in Table II, and the remaining 75% vest in equal quarterly installments over the following three years.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transactions did PEGA executive Kenneth Stillwell report?

Kenneth Stillwell reported exercising 4,402 restricted stock units into common shares and a related tax-withholding disposition of 1,733 common shares. These movements reflect equity award vesting mechanics rather than an open-market purchase or sale of PEGASYSTEMS INC stock.

Did PEGA’s Kenneth Stillwell buy or sell shares on the open market?

The filing shows no open-market buys or sells. Shares were acquired through conversion of 4,402 restricted stock units and 1,733 shares were disposed of to satisfy tax obligations, a standard withholding process associated with equity award vesting events.

How many PEGASYSTEMS INC shares does Kenneth Stillwell own after this Form 4?

After these transactions, Kenneth Stillwell directly owned 149,958 common shares and 35,218 restricted stock units. Indirectly, 1,908 additional common shares were reported as held for his children, reflecting total reported economic exposure following the March 5, 2026 equity award activity.

What price was used for the tax-withholding share disposition at PEGA?

The tax-withholding disposition used a price of $47.05 per share for 1,733 common shares. This transaction code F event represents payment of tax liability by delivering shares, rather than a discretionary sale initiated in the open market by the executive.

What do the restricted stock unit footnotes mean in the PEGA Form 4?

Each restricted stock unit represents the right to receive one common share after vesting. According to the filing, 25% of the units vest initially, with the remaining 75% vesting in equal quarterly installments over three years, indicating a multi-year equity compensation schedule.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Form 4 Insider Transactions: What Each Field Means →

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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^*

STILLWELL KENNETH

(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)
	COO, CFO

3. Date of Earliest Transaction (Month/Day/Year)
03/05/2026

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	03/05/2026		M		4,402(1)	A	$0	151,691	D
Common stock	03/05/2026		F		1,733	D	$47.05	149,958	D
Common stock								1,908	I	Reporting Person's children

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	$0	03/05/2026		M			4,402(1)	03/05/2025(2)	03/05/2028	Common stock	4,402	$0	35,218	D

Explanation of Responses:

1. Each restricted stock unit represents the right to receive, following vesting, one share of common stock.

2. 25% of the restricted stock units vest on the Date Exercisable in Table II, and the remaining 75% vest in equal quarterly installments over the following three years.

Remarks:

	/s/ Ewelina Kemp, Attorney-in-Fact for Kenneth Stillwell	03/09/2026
	** 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).
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