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Pegasystems (PEGA) CPO reports RSU awards, options and tax share withholding

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Pegasystems Inc. Chief Product Officer Rifat Kerim Akgonul reported multiple equity transactions. On March 3, 2026, he was granted 22,342 restricted stock units (RSUs), an additional 4,901 RSUs, and a stock option for 56,948 shares, all at an exercise price of $0.0000 per share. These awards vest 25% on the stated exercisable date, with the remaining 75% vesting in equal quarterly installments over three years, except one RSU award that vests 100% based on performance under the Corporate Incentive Compensation Plan for the year ending December 31, 2026.

On March 4, 2026, previously granted RSUs covering 5,320 shares and 6,462 shares were converted into the same number of common shares. To satisfy tax obligations, 1,562 shares and 1,917 shares of common stock were disposed of at $45.0100 per share through tax-withholding transactions. After these transactions, he held 108,265 shares of common stock directly.

Positive

  • None.

Negative

  • None.
Insider Akgonul Rifat Kerim
Role Chief Product Officer
Type Security Shares Price Value
Exercise Restricted Stock Units 5,320 $0.00 --
Exercise Restricted Stock Units 6,462 $0.00 --
Exercise Common stock 5,320 $0.00 --
Tax Withholding Common stock 1,562 $45.01 $70K
Exercise Common stock 6,462 $0.00 --
Tax Withholding Common stock 1,917 $45.01 $86K
Grant/Award Restricted Stock Units 22,342 $0.00 --
Grant/Award Stock Option 56,948 $0.00 --
Grant/Award Restricted Stock Units 4,901 $0.00 --
Holdings After Transaction: Restricted Stock Units — 0 shares (Direct); Common stock — 105,282 shares (Direct); Stock Option — 56,948 shares (Direct)
Footnotes (1)
  1. Each restricted stock unit represents the right to receive, following vesting, one share of common stock. 25% of the restricted stock units vest on the Date Exercisable in Table II, and the remaining 75% vest in equal quarterly installments over the following three years. This stock option vests as to 25% of the shares subject thereto on the Date Exercisable in Table II, with the remaining 75% vesting in equal quarterly amounts over the following three years. This award represents the election by the individual, as part of the Company's Corporate Incentive Compensation Plan (CICP), to receive half of their annual bonus in restricted share units. This restricted stock unit award vests 100% on the Date Exercisable in Table II, subject to attainment of the CICP performance threshold funding for the year ending December 31, 2026. This restricted stock unit award vested 100% based on the achievement of performance conditions related to the Company's financial results for the year ended December 31, 2025.
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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*
Akgonul Rifat Kerim

(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)
Chief Product Officer
3. Date of Earliest Transaction (Month/Day/Year)
03/03/2026
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 03/04/2026 M 5,320(1) A $0 105,282 D
Common stock 03/04/2026 F 1,562 D $45.01 103,720 D
Common stock 03/04/2026 M 6,462(1) A $0 110,182 D
Common stock 03/04/2026 F 1,917 D $45.01 108,265 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 03/03/2026 A 22,342 03/03/2027(2) 03/03/2030 Common stock 22,342 $0 22,342 D
Stock Option $45.01 03/03/2026 A 56,948 03/03/2027(3) 03/03/2036 Common stock 56,948 $0 56,948 D
Restricted Stock Units(1) $0 03/03/2026 A 4,901 03/03/2027(4) 03/03/2027 Common stock 4,901 $0 4,901 D
Restricted Stock Units(1) $0 03/04/2026 M 5,320 03/04/2026(5) 03/04/2026 Common stock 5,320 $0 0 D
Restricted Stock Units(1) $0 03/04/2026 M 6,462 03/04/2026(2) 03/04/2029 Common stock 6,462 $0 19,386 D
Explanation of Responses:
1. Each restricted stock unit represents the right to receive, following vesting, one share of common stock.
2. 25% of the restricted stock units vest on the Date Exercisable in Table II, and the remaining 75% vest in equal quarterly installments over the following three years.
3. This stock option vests as to 25% of the shares subject thereto on the Date Exercisable in Table II, with the remaining 75% vesting in equal quarterly amounts over the following three years.
4. This award represents the election by the individual, as part of the Company's Corporate Incentive Compensation Plan (CICP), to receive half of their annual bonus in restricted share units. This restricted stock unit award vests 100% on the Date Exercisable in Table II, subject to attainment of the CICP performance threshold funding for the year ending December 31, 2026.
5. This restricted stock unit award vested 100% based on the achievement of performance conditions related to the Company's financial results for the year ended December 31, 2025.
Remarks:
/s/ Ewelina Kemp, Attorney-in-Fact for Rifat Kerim Akgonul 03/05/2026
** 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 Pegasystems (PEGA) report for Rifat Kerim Akgonul?

Pegasystems reported equity grants and related share movements for Chief Product Officer Rifat Kerim Akgonul, including RSU and stock option awards, RSU conversions into common stock, and share dispositions to cover tax liabilities associated with these vesting events.

How many RSUs and stock options were granted to the Pegasystems (PEGA) Chief Product Officer?

Akgonul received three new equity awards: 22,342 restricted stock units, 4,901 additional restricted stock units, and a stock option covering 56,948 shares, each with an exercise price of $0.0000 per share, subject to time-based and performance-based vesting conditions.

What vesting schedules apply to the new Pegasystems (PEGA) RSU and option grants?

Most awards vest 25% initially, then quarterly over three years. One RSU grant vests 25% on the initial exercisable date with the rest quarterly, while another vests 100% based on Corporate Incentive Compensation Plan performance for the year ending December 31, 2026.

What RSU conversions and common stock dispositions did Pegasystems (PEGA) disclose?

Previously granted RSUs for 5,320 and 6,462 shares converted into common stock. To satisfy tax liabilities, 1,562 and 1,917 common shares were disposed of at $45.0100 per share through tax-withholding transactions rather than open-market sales.

How many Pegasystems (PEGA) common shares does the CPO hold after these transactions?

After the reported transactions, Akgonul directly held 108,265 common shares. This figure reflects RSU conversions into common stock and tax-withholding share dispositions recorded on March 4, 2026, as stated in the ownership totals following each transaction.

Are the Pegasystems (PEGA) RSU awards tied to performance conditions?

One RSU award is fully performance-based, vesting 100% on the exercisable date only if the Corporate Incentive Compensation Plan performance threshold funding is achieved for the year ending December 31, 2026, linking the award to company financial results.