Pegasystems (PEGA) insider filing: RSU vesting and disposals in Sept 2025

Rhea-AI Filing Summary

Kenneth Stillwell, an officer of Pegasystems Inc. (PEGA), reported vesting and sales of restricted stock units and common stock in Form 4 filings dated September 1–2, 2025. Two vesting events converted RSUs into common stock: 2,352 RSUs that vested September 1 (released September 2) and 1,152 RSUs that vested September 2. Separate sale transactions on September 1 and 2 disposed of 926 and 454 shares respectively at $54.21 per share. After these transactions the filing shows beneficial ownership of 122,220, 122,446, and reported derivative underlying balances of 14,104 and 2,306 shares in different rows; all share amounts were restated for a 2-for-1 forward stock split effected June 20, 2025. The transactions were signed by an attorney-in-fact on September 4, 2025.

Positive

• Vesting of RSUs occurred as scheduled (2,352 and 1,152 RSUs), showing alignment with established compensation schedules
• Share counts restated to reflect the 2-for-1 forward stock split, improving clarity of ownership figures

Negative

• Partial share sales occurred (926 and 454 shares) at $54.21, reducing immediate beneficial ownership
• Limited context on purpose of sales (e.g., tax withholding, diversification) is provided, so intent is not specified

Insights

Financial Analyst

TL;DR Routine executive equity vesting with modest, pre-scheduled sales; no new compensation grants or material change to control.

The Form 4 documents time-driven vesting of pre-existing restricted stock unit grants and small open-market sales at $54.21 per share on September 1–2, 2025. Vesting reflects scheduled plan mechanics (5% installments cited) rather than a discretionary award, and the sales appear to be partial dispositions of shares following vesting. Share totals are restated for a 2-for-1 split. For investors, these are routine insider liquidity and compensation events rather than indicators of a change in corporate strategy or control.

Corporate Governance Expert

TL;DR Disclosure complies with Section 16 timing; transactions are consistent with standard executive equity programs and reporting practices.

The filing identifies the reporting person as an officer and provides required details: transaction codes, amounts acquired via vesting (M), and dispositions (F) with prices for sales. Explanatory notes clarify original grant schedules and the post-split share counts. The signature by an attorney-in-fact is properly included. There is no indication of atypical insider activity, acceleration clauses, or unusual transfer vehicles disclosed in this Form 4.

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^*

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)
09/01/2025

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	09/01/2025		M		2,352(1)	A	$0	122,220	D
Common stock	09/01/2025		F		926	D	$54.21	121,294	D
Common stock	09/02/2025		M		1,152(2)	A	$0	122,446	D
Common stock	09/02/2025		F		454	D	$54.21	121,992	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(3)	$0	09/01/2025		M			2,352(1)	03/01/2023	03/01/2027	Common stock	2,352	$0	14,104(4)	D
Restricted Stock Units(3)	$0	09/02/2025		M			1,152(2)	03/02/2022	03/02/2026	Common stock	1,152	$0	2,306(4)	D

Explanation of Responses:

1. Represents a 5% vesting on September 1, 2025, with a release date of September 2, 2025, the first business day following vesting. The original grant was 23,508 restricted stock units, with 20% vesting on March 1, 2023, and the remaining 80% vesting in equal quarterly installments over the remaining four years.

2. Represents a 5% vesting on September 2, 2025. The original grant was 11,527 restricted stock units, with 20% vesting on March 2, 2022, and the remaining 80% vesting in equal quarterly installments over the remaining four years.

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

4. All share amounts 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.

Remarks:

	/s/ Ewelina Kemp, Attorney-in-Fact for Kenneth Stillwell	09/04/2025
	** Signature of Reporting Person	Date
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FAQ

What transactions did PEGA officer Kenneth Stillwell report on Form 4?

The filing reports vesting of 2,352 RSUs on 09/01/2025 (released 09/02/2025) and 1,152 RSUs on 09/02/2025, plus disposals of 926 and 454 common shares sold at $54.21 on 09/01 and 09/02/2025 respectively.

How many shares did Stillwell beneficially own after the reported transactions?

The Form 4 shows reported beneficial ownership figures such as 122,220 and 122,446 in relevant rows, with derivative-related underlying balances of 14,104 and 2,306, all restated for the 2-for-1 split.

Were the RSU grants and vesting schedule described in the filing?

Yes. The filing explains original grants (23,508 RSUs and 11,527 RSUs) with 20% initial vesting dates and the remaining 80% vesting in equal quarterly installments; the reported events represent 5% vesting installments.

Did the filing disclose a stock split adjustment?

Yes. All share amounts in the Form 4 were restated to reflect a 2-for-1 forward stock split effected on June 20, 2025.

Who signed the Form 4 for Kenneth Stillwell?

The Form 4 was signed by /s/ Ewelina Kemp, Attorney-in-Fact for Kenneth Stillwell on 09/04/2025.