Pegasystems SVP CAO Exercises Options and Reports Share Sales on Form 4

Rhea-AI Filing Summary

Efstathios A. Kouninis, SVP of Finance & CAO of Pegasystems Inc. (PEGA), reported insider transactions dated 09/15/2025. The filing shows an acquisition of 4,720 common shares at $16.95 through exercise of options, and two dispositions on the same date: 2,176 shares disposed under code F at $59 and 2,544 shares sold under code S at $59. After these transactions the reported beneficial ownership of common stock reached 0 shares for the last line, while 11,800 derivative securities (options) are reported as beneficially owned following the transactions. The form notes all amounts were restated for a 2-for-1 forward stock split effective June 20, 2025, and option vesting began February 2, 2023 with quarterly vesting over four years.

Insights

Financial Analyst

TL;DR: Insider exercised options and executed sales on 09/15/2025; activity appears routine, showing option exercise and share dispositions.

The report documents a net option exercise of 4,720 shares at an exercise price of $16.95 and contemporaneous dispositions of 4,720 shares at $59 (2,176 under code F and 2,544 under code S). The filing restates amounts for a 2-for-1 split and confirms ongoing option holdings of 11,800 shares underlying outstanding options. From a capital markets perspective, this is a standard Section 16 disclosure of option exercise and share sales by an officer, with no additional financial results or new obligations disclosed.

Corporate Governance Expert

TL;DR: Disclosure is complete for the reported trades and includes signature and explanatory notes; no governance issues evident from the form alone.

The Form 4 identifies the reporting person as an officer (SVP Finance & CAO) and includes a dated signature by an attorney-in-fact. The explanatory note clarifies restatement for a 2-for-1 forward split and vesting schedule for options. The filing does not disclose any new agreements, departures, or related-party transactions that would raise governance concerns based solely on this document.

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

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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).

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)
09/15/2025

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	09/15/2025		M		4,720	A	$16.95	4,720	D
Common stock	09/15/2025		F		2,176	D	$59	2,544	D
Common stock	09/15/2025		S		2,544	D	$59	0	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	$16.95	09/15/2025		M			4,720(1)	02/02/2023(2)	11/02/2032	Common stock	4,720	$0	11,800	D

Explanation of Responses:

1. All 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. Options will vest in equal quarterly amounts over a four year period with the first vest occurring on February 2, 2023.

Remarks:

	/s/ Ewelina Kemp, Attorney-in-Fact for Efstathios A. Kouninis	09/16/2025
	** 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 transactions did PEGASYSTEMS (PEGA) insider Efstathios Kouninis report on Form 4?

The Form 4 reports an acquisition of 4,720 common shares at $16.95 via option exercise and dispositions of 2,176 and 2,544 shares at $59 on 09/15/2025.

What is the reporting person's role at Pegasystems in the Form 4?

The reporting person is listed as SVP of Finance & CAO and an officer of Pegasystems Inc.

How many derivative securities (options) does the Form 4 show after the transactions?

The Form 4 shows 11,800 derivative securities (options) beneficially owned following the reported transactions.

Did the Form 4 adjust amounts for any corporate action?

Yes, the form states all share amounts and price data were restated to reflect a 2-for-1 forward stock split effective June 20, 2025.

When do the reported options begin vesting according to the filing?

The filing states options vest in equal quarterly amounts over four years with the first vesting on February 2, 2023.