Pegasystems (PEGA) accounting chief nets shares, withholds stock for taxes

Rhea-AI Filing Summary

Pegasystems Inc.'s SVP and Chief Accounting Officer, Efstathios A. Kouninis, reported equity award activity involving restricted stock units and common shares. On March 5, 2026, he exercised 440 restricted stock units, which converted into 440 shares of common stock at a stated price of $0.00 per share.

In connection with this vesting, 108 shares of common stock were disposed of at $47.05 per share to cover tax withholding obligations, a non–open-market transaction coded as a tax-withholding disposition. Following these transactions, he directly owned 4,114 shares of Pegasystems common stock.

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, Chief Accounting Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/05/2026

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	03/05/2026		M		440(1)	A	$0	4,222	D
Common stock	03/05/2026		F		108	D	$47.05	4,114	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	$0	03/05/2026		M			440(1)	03/05/2025(2)	03/05/2028	Common stock	440	$0	3,522	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.

Remarks:

	/s/ Ewelina Kemp, Attorney-in-Fact for Efstathios A. Kouninis	03/09/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transactions did PEGA officer Efstathios Kouninis report?

Efstathios A. Kouninis reported exercising 440 restricted stock units into 440 Pegasystems common shares and a related tax-withholding disposition of 108 common shares. These transactions reflect routine equity award vesting rather than open-market buying or selling activity.

How many Pegasystems (PEGA) shares does the insider own after these Form 4 transactions?

After the reported transactions, Efstathios A. Kouninis directly owns 4,114 shares of Pegasystems common stock. This figure reflects the net position after exercising 440 restricted stock units and disposing of 108 shares for tax withholding purposes on March 5, 2026.

Was the PEGA insider transaction an open-market sale or tax withholding?

The disposition involved 108 Pegasystems common shares coded “F,” indicating shares were delivered to satisfy tax withholding obligations. This is distinct from an open-market sale and typically occurs automatically when restricted stock units vest and convert into common shares.

What does the RSU transaction in the PEGA Form 4 represent?

The Form 4 shows 440 restricted stock units exercised into 440 Pegasystems common shares at a stated price of $0.00 per share. Each restricted stock unit represents the right to receive one share of common stock upon vesting, according to the footnote explanation.

How are the Pegasystems (PEGA) restricted stock units scheduled to vest?

According to the disclosure, 25% of the restricted stock units vest on the initial exercisable date, with the remaining 75% vesting in equal quarterly installments over the following three years. This creates a multi-year vesting schedule tied to continued service.

What transaction codes appear in the PEGA Form 4 for this insider?

The filing uses code “M” for the exercise or conversion of 440 restricted stock units into 440 common shares and code “F” for the disposition of 108 shares to cover tax obligations. Both transactions are reported as directly held by the officer.