Pegasystems Insider Sale: CEO Trefler Disposes of 45,000 Shares

Rhea-AI Filing Summary

Alan N. Trefler, CEO and Chairman of Pegasystems Inc. (PEGA), reported sales of common stock on 09/17/2025 under a pre-arranged Rule 10b5-1 trading plan. The Form 4 shows two sell transactions totaling 45,000 shares approximately (40,946 and 4,054) at weighted-average sale prices of $58.26 and $58.72, respectively. Following these sales, the filing reports total beneficial holdings across related trusts and entities of approximately 45.0 million shares. The sales were executed pursuant to a trading plan adopted on November 6, 2024 and the filer certified availability of transaction pricing breakouts on request.

Positive

• Transactions were executed under a disclosed Rule 10b5-1 trading plan, indicating pre-arranged, compliant insider trading
• Filer retains substantial beneficial ownership—approximately 45.0 million shares remain held indirectly across multiple trusts

Negative

• Insider sold 45,000 shares on 09/17/2025, which is a reduction in holdings though small versus total ownership

Insights

Corporate Governance Expert

TL;DR: Insider sales were executed under a disclosed 10b5-1 plan, indicating compliance and pre-specified liquidity rather than opportunistic timing.

The Form 4 documents routine disposition activity by a principal executive using a pre-arranged Rule 10b5-1 plan adopted on November 6, 2024. The filing provides weighted-average sale prices and offers to provide granular price-by-price details on request, which supports transparency. Given the continued large beneficial ownership reported (tens of millions of shares across trusts), these transactions appear to be limited in scale relative to total holdings and consistent with planned liquidity events.

Securities Analyst

TL;DR: The reported sales are modest relative to aggregate holdings and were executed under a disclosed trading plan; material impact on cap structure is unlikely.

The Form 4 reports two sell transactions on 09/17/2025 totaling 45,000 shares at weighted-average prices of $58.26 and $58.72. Post-transaction beneficial ownership remains approximately 45.0 million shares held indirectly across multiple trusts. The filing contains no indication of derivative transactions or other compensatory changes. From a market-capital-structure perspective, these sales are immaterial relative to reported holdings and do not signal a change in control or major shift in ownership.

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).

1. Name and Address of Reporting Person^*

TREFLER ALAN

(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)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	C.E.O. & Chairman

3. Date of Earliest Transaction (Month/Day/Year)
09/17/2025

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								10,876,525	I	Alan N. Trefler Irrevocable Non-GST Trust of 2022
Common stock								10,879,283	I	Alan N. Trefler Grantor Retained Annuity Trust I of 2024
Common stock								8,703,426	I	Alan N. Trefler Grantor Retained Annuity Trust II of 2024
Common stock								2,071,585	I	The Trefler 2025 Trust
Common stock	09/17/2025		S		40,946(1)	D	$58.26(2)	45,028,418	D
Common stock	09/17/2025		S		4,054(1)	D	$58.72(3)	45,024,364	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

Explanation of Responses:

1. Sold pursuant to a pre-arranged trading plan adopted by Mr. Trefler on November 6, 2024 under Rule 10b5-1 of the Securities Exchange Act of 1934, as amended.

2. Represents the weighted average of sale prices, ranging from $57.65 to $58.64. The individual has provided the Company, and undertakes to provide to the staff of the Security and Exchange Commission or any security holder of the Company, upon request, full information regarding the number of shares sold at each separate price.

3. Represents the weighted average of sale prices, ranging from $58.65 to $58.90. The individual has provided the Company, and undertakes to provide to the staff of the Security and Exchange Commission or any security holder of the Company, upon request, full information regarding the number of shares sold at each separate price.

Remarks:

	/s/ Ewelina Kemp, Attorney-in-Fact for Alan Trefler	09/19/2025
	** 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 Alan Trefler report on the Form 4 for PEGA?

He reported sales of common stock totaling 45,000 shares on 09/17/2025 under a pre-arranged Rule 10b5-1 trading plan.

How many shares did Alan Trefler sell and at what prices?

He sold 40,946 shares at a weighted-average of $58.26 and 4,054 shares at a weighted-average of $58.72 (09/17/2025).

Does the Form 4 indicate whether the sales were pre-planned?

Yes. The filing states the sales were pursuant to a 10b5-1 trading plan adopted on November 6, 2024.

How many PEGA shares does Alan Trefler still beneficially own after the sales?

Approximately 45.0 million shares are reported as beneficially owned indirectly across multiple trusts and entities.

Will the company provide detailed per-price sales breakdowns?

Yes. The filer has provided and undertakes to provide per-price sale information to the SEC staff or any security holder upon request.