PEGA insider trade: 8,006 options exercised at $22.15; 3,993 shares sold

Rhea-AI Filing Summary

Pegasystems Inc. (PEGA) officer Efstathios A. Kouninis (SVP, Chief Accounting Officer) reported insider transactions on 10/23/2025. He exercised 8,006 stock options at $22.15 per share (code M), then had 4,013 shares disposed to cover taxes at $65.5 (code F), and sold 3,993 shares at $65.5 (code S). Following these transactions, he directly owned 206 common shares, and held 0 derivative securities afterward.

The filing notes all share counts and prices were restated for a 2-for-1 forward stock split effective June 20, 2025. The option originally vested 20% on 03/02/2018, with the remaining 80% vesting in equal quarterly installments over the subsequent four years, and had an expiration date of 03/02/2027.

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^*

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)
10/23/2025

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	10/23/2025		M		8,006	A	$22.15	8,212	D
Common stock	10/23/2025		F		4,013	D	$65.5	4,199	D
Common stock	10/23/2025		S		3,993	D	$65.5	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	$22.15	10/23/2025		M			8,006(1)	03/02/2018(2)	03/02/2027	Common stock	8,006	$0	0	D

Explanation of Responses:

1. The share amounts and price data 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.

2. 20% of the shares subject to this option vested on the Date Exercisable set forth in Table II, and the remaining 80% of the shares vested in equal quarterly installments over the following four years.

Remarks:

	/s/Kathryn Leach, Attorney-in-Fact for Efstathios A. Kouninis	10/27/2025
	** 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).
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FAQ

What insider transactions did PEGA’s SVP CAO report?

On 10/23/2025, he exercised 8,006 options at $22.15, had 4,013 shares disposed for taxes at $65.5, and sold 3,993 shares at $65.5.

How many PEGA shares does the reporting person hold after the transactions?

He directly owned 206 common shares following the reported transactions.

What were the terms of the exercised PEGA stock options?

Options for 8,006 shares at an exercise price of $22.15, first exercisable on 03/02/2018, expiring on 03/02/2027.

Were PEGA share amounts adjusted for a stock split?

Yes. Amounts were restated for a 2-for-1 forward stock split effective June 20, 2025.

What Form 4 transaction codes were used in the PEGA filing?

Codes include M (option exercise), F (tax withholding/disposition), and S (open market or private sale).

What is the reporting person’s role and relationship to PEGA?

He is an Officer, serving as SVP, Chief Accounting Officer of Pegasystems Inc.