[Form 4] Pegasystems Inc Insider Trading Activity

Rhea-AI Filing Summary

Pegasystems Inc. (PEGA) insider activity by SVP of Finance & CAO Efstathios A. Kouninis shows routine equity compensation vesting and open-market sales. The filing reports restricted stock unit awards of 440 and 334 RSUs acquired through compensation on 09/05/2025 and 09/07/2025 respectively, each converting to one share on vesting. The report also records multiple disposals of common stock executed between 09/05/2025 and 09/08/2025 at prices from $53.81 to $57.62. Following the derivative transactions the filing shows 4,402 and 1,994 derivative securities beneficially owned in the two reported awards. Transactions appear to be standard compensation vesting and subsequent sales; no new loans, pledges, or unusual items are disclosed.

Positive

• Restricted stock units granted (440 and 334 RSUs) indicating standard employee compensation alignment with shareholder interests
• Full disclosure of transactions and vesting schedule including dates, quantities, and prices, supporting transparency

Negative

• Insider sales of common stock (multiple dispositions on 09/05/2025–09/08/2025) reduce the reporting person's direct shareholdings
• Potential dilution from RSU vesting (though magnitude not quantified relative to total shares outstanding in this filing)

Insights

Financial Analyst

TL;DR: Routine insider vesting and market sales; modestly dilutive but non-material to valuation.

The filing documents RSU grants (440 and 334 units) that vest into common shares and several open-market disposals at prices between $53.81 and $57.62. This pattern—compensation-driven acquisitions followed by sales—is common and provides liquidity to the reporting person. The filing does not show option exercises, pledges, or extraordinary transfers. Impact on PEGASYSTEMS’ share count or earnings per share is minimal given the size of these awards relative to typical public company float.

Corporate Governance Expert

TL;DR: Disclosure is complete for reported transactions and consistent with standard Section 16 reporting.

The form identifies the reporting person, relationship (SVP of Finance & CAO), and transaction codes including 'M' for grants and 'S'/'F' for dispositions. Vesting schedules are noted (25% cliff then quarterly vesting). Signatory and date are provided. There are no indications of related-party transfers or compliance exceptions. From a governance perspective, the filing adheres to required transparency for insider activity.

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^*

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 of Finance & CAO

3. Date of Earliest Transaction (Month/Day/Year)
09/05/2025

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	09/05/2025		M		440(1)	A	$0	675	D
Common stock	09/05/2025		F		108	D	$53.81	567	D
Common stock	09/05/2025		S		235	D	$55	332	D
Common stock	09/07/2025		M		334(1)	A	$0	666	D
Common stock	09/07/2025		F		82	D	$55.51	584	D
Common stock	09/08/2025		S		332	D	$57.62	252	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(1)	$0	09/05/2025		M			440	03/05/2025(2)	03/05/2028	Common stock	440	$0	4,402	D
Restricted Stock Units(1)	$0	09/07/2025		M			334	03/07/2024(2)	03/07/2027	Common stock	334	$0	1,994	D

Explanation of Responses:

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

2. This restricted stock unit award vested 25% on the Date Exercisable in Table II, with the remaining 75% vesting in equal quarterly amounts over the remaining 3 years.

Remarks:

	/s/ Ewelina Kemp, Attorney-in-Fact for Efstathios A. Kouninis	09/09/2025
	** 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 transactions did PEGA SVP of Finance & CAO report on Form 4?

The filing reports RSU grants of 440 and 334 units acquired by M (compensation) on 09/05/2025 and 09/07/2025 and multiple common stock dispositions between 09/05/2025 and 09/08/2025.

How many restricted stock units were reported in the PEGA Form 4?

The Form 4 shows two RSU awards totaling 774 units delivered via transactions of 440 and 334 RSUs.

At what prices were PEGA shares sold by the reporting person?

Reported sale prices range from $53.81 to $57.62 across the disclosed disposals.

Does the filing show the reporting person’s remaining derivative holdings?

Yes. After the reported transactions the filing lists 4,402 and 1,994 derivative securities beneficially owned related to the two RSU awards.

Was the Form 4 properly signed and dated?

Yes. The filing is signed by an attorney-in-fact (/s/ Ewelina Kemp) on behalf of Efstathios A. Kouninis and dated 09/09/2025.