Pegasystems (PEGA) COO/CFO receives major option and RSU awards

Rhea-AI Filing Summary

Pegasystems Inc. COO and CFO Kenneth Stillwell reported multiple equity transactions. On March 3, 2026, he received a grant of 113,896 stock options and 44,683 and 6,469 restricted stock units. On March 4, 2026, he exercised 12,924 and 6,668 restricted stock units into common stock. To cover tax obligations, the company withheld 4,195 and 2,624 common shares at $45.0100 per share. Following these transactions, he held 147,289 common shares directly and 38,770 restricted stock units, and there were 1,908 common shares held indirectly for his children.

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)
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		12,924(1)	A	$0	147,440	D
Common stock	03/04/2026		F		4,195	D	$45.01	143,245	D
Common stock	03/04/2026		M		6,668(1)	A	$0	149,913	D
Common stock	03/04/2026		F		2,624	D	$45.01	147,289	D
Common stock								1,908	I	Reporting Person's children

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 Option	$45.01	03/03/2026		A		113,896		03/03/2027(2)	03/03/2036	Common stock	113,896	$0	113,896	D
Restricted Stock Units	$0	03/03/2026		A		44,683(1)		03/03/2027(3)	03/03/2030	Common stock	44,683	$0	44,683	D
Restricted Stock Units	$0	03/03/2026		A		6,469(1)		03/03/2027(4)	03/03/2027	Common stock	6,469	$0	6,469	D
Restricted Stock Units	$0	03/04/2026		M			12,924(1)	03/04/2026(3)	03/04/2029	Common stock	12,924	$0	38,770	D
Restricted Stock Units	$0	03/04/2026		M			6,668(1)	03/04/2026(5)	03/04/2026	Common stock	6,668	$0	0	D

Explanation of Responses:

1. Each restricted stock unit represents the right to receive, following vesting, one share of common stock.

2. 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.

3. 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.

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 under the Company's CICP related to the Company's financial results for the year ended December 31, 2025.

Remarks:

	/s/ Ewelina Kemp, Attorney-in-Fact for Kenneth Stillwell	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.
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FAQ

What insider transactions did Pegasystems (PEGA) COO/CFO Kenneth Stillwell report?

Kenneth Stillwell reported equity awards and related share activity. He received stock options and restricted stock units, exercised previously granted units into common stock, and had shares withheld at $45.0100 per share to satisfy tax obligations, all detailed in the Form 4 filing.

How many stock options were granted to Pegasystems (PEGA) COO/CFO Kenneth Stillwell?

He was granted 113,896 stock options. These options were awarded on March 3, 2026 and are described as vesting over time, with 25% vesting first and the remaining 75% vesting in equal quarterly amounts over three years, according to the accompanying footnote.

What restricted stock unit awards did Pegasystems (PEGA) report for Kenneth Stillwell?

He received restricted stock unit grants of 44,683 and 6,469 units. Footnotes state that some RSUs vest 25% initially with the rest quarterly over three years, and one award relates to the Corporate Incentive Compensation Plan with vesting tied to performance funding for 2026.

How many Pegasystems (PEGA) shares were used to cover Kenneth Stillwell’s tax obligations?

A total of 4,195 and 2,624 common shares were disposed of as tax-withholding transactions. These were recorded at a price of $45.0100 per share and are described as payments of tax liability by delivering securities rather than open-market sales.

What is Kenneth Stillwell’s Pegasystems (PEGA) share ownership after these transactions?

After the reported transactions, he directly held 147,289 common shares and 38,770 restricted stock units. In addition, there were 1,908 common shares reported as held indirectly for his children, reflecting an indirect ownership position noted in the Form 4.

How are Pegasystems (PEGA) Corporate Incentive Compensation Plan RSUs described in this Form 4?

One restricted stock unit award is described as an election to receive half of an annual bonus in RSUs under the Corporate Incentive Compensation Plan. It vests 100% on the listed exercisable date, subject to attainment of the plan’s performance threshold funding for the year ending December 31, 2026.