Pegasystems (PEGA) insider files Form 4 after RSU vesting; sales at $54.21

Rhea-AI Filing Summary

Insider transactions at Pegasystems Inc. (PEGA): Efstathios A. Kouninis, SVP of Finance & CAO, reported restricted stock unit vesting events and small open-market dispositions in early September 2025. Two original restricted stock unit grants (2,057 and 1,057 RSUs) had 5% tranches vesting on September 1 and September 2, 2025, with release on the next business day. The Form 4 shows disposals of 51 shares on 09/01/2025 and 26 shares on 09/02/2025 at $54.21 per share. All share amounts are restated for a 2-for-1 forward stock split effective June 20, 2025. The filing was signed by an attorney-in-fact on behalf of the reporting person.

Positive

• Disclosure clarity: The Form 4 specifies original RSU grant sizes (2,057 and 1,057), exact vesting tranches, and release dates
• Split adjustment noted: All share amounts are restated to reflect the 2-for-1 forward stock split effective June 20, 2025

Negative

• None.

Insights

Securities Analyst

TL;DR: Routine executive RSU vesting and modest sales likely for tax/liquidity; not a material corporate event.

The Form 4 discloses 5% vesting tranches from two historic RSU awards and subsequent release dates, plus small dispositions of 51 and 26 shares at $54.21 each. The transactions are administrative in nature and relate to equity compensation mechanics rather than operational performance. The restatement for the 2-for-1 split is properly noted. Given the small absolute sizes relative to an issuer-scale equity base, these disclosures are informational and unlikely to change investor valuation models.

Corporate Governance Expert

TL;DR: Disclosure appears complete for Section 16 reporting; vesting schedule and split adjustments are clearly explained.

The filing details the original grant sizes (2,057 and 1,057 RSUs), the vesting pattern including the 5% vesting events on 09/01/2025 and 09/02/2025 with release dates the following business day, and restatement of share amounts after the June 20, 2025 2-for-1 forward split. Sales at $54.21 are recorded with exact share counts. The Form 4 is signed by an attorney-in-fact, satisfying signature requirements. From a governance and compliance viewpoint, the submission contains the required items for insider reporting.

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^*

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)
09/01/2025

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		206(1)	A	$0	206	D
Common stock	09/01/2025		F		51	D	$54.21	155	D
Common stock	09/02/2025		M		106(2)	A	$0	261	D
Common stock	09/02/2025		F		26	D	$54.21	235	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			206(1)	03/01/2023	03/01/2027	Common stock	206	$0	1,234(4)	D
Restricted Stock Units(3)	$0	09/02/2025		M			106(2)	03/02/2022	03/02/2026	Common stock	106	$0	212(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 date following vesting. The original grant was 2,057 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 1,057 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 Efstathios A. Kouninis	09/04/2025
	** Signature of Reporting Person	Date
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FAQ

What transactions did PEGA insider Efstathios Kouninis report on Form 4?

The filing reports 5% RSU vesting tranches on 09/01/2025 and 09/02/2025, and open-market dispositions of 51 shares on 09/01/2025 and 26 shares on 09/02/2025 at $54.21 per share.

How many RSUs were in the original grants reported in the PEGA Form 4?

The Form 4 lists two original restricted stock unit grants: 2,057 RSUs and 1,057 RSUs.

Were the reported share amounts adjusted for any stock split?

Yes. The filing states that all share amounts were restated to reflect a 2-for-1 forward stock split effective June 20, 2025.

Who signed the Form 4 for the reporting person?

The Form 4 was signed by Ewelina Kemp, Attorney-in-Fact for Efstathios A. Kouninis on 09/04/2025.

Do the transactions reflect purchases or acquisitions of stock?

The filing shows RSU vesting (acquisition by release) entries and small dispositions (sales) of common stock; the vesting tranches are recorded as acquisitions at $0 representing issuance upon vesting.