Pegasystems (PEGA) grants options and RSUs to client success chief

Rhea-AI Filing Summary

Pegasystems Inc. executive John Gerard Higgins, Chief, Client & Partner Success, reported multiple equity compensation transactions. On March 3, 2026, he received a stock option covering 56,948 shares and restricted stock unit (RSU) awards for 22,342 and 3,382 units, all held directly. These awards vest over time as described, with portions vesting quarterly and one grant tied to performance under the Company’s Corporate Incentive Compensation Plan.

On March 4, 2026, previously granted RSUs for 6,462 and 3,702 units were exercised/converted into common stock, increasing his directly held common shares. In connection with these vestings, the company withheld 3,606 and 2,066 common shares at a price of 45.0100 per share to cover tax liabilities, reducing his post-transaction holdings as reflected in the filing.

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^*

Higgins John Gerard

(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, Client &Partner Success

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		6,462(1)	A	$0	52,794	D
Common stock	03/04/2026		F		3,606	D	$45.01	49,188	D
Common stock	03/04/2026		M		3,702(1)	A	$0	52,890	D
Common stock	03/04/2026		F		2,066	D	$45.01	50,824	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
Stock Option	$45.01	03/03/2026		A		56,948		03/03/2027(2)	03/03/2036	Common stock	56,948	$0	56,948	D
Restricted Stock Units	$0	03/03/2026		A		22,342(1)		03/03/2027(3)	03/03/2030	Common stock	22,342	$0	22,342	D
Restricted Stock Units	$0	03/03/2026		A		3,382(1)		03/03/2027(4)	03/03/2027	Common stock	3,382	$0	3,382	D
Restricted Stock Units	$0	03/04/2026		M			3,702(1)	03/04/2026(5)	03/04/2026	Common stock	3,702	$0	0	D
Restricted Stock Units	$0	03/04/2026		M			6,462(1)	03/04/2026(3)	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. 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 John Gerard Higgins	03/05/2026
	** Signature of Reporting Person	Date
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FAQ

What equity awards did Pegasystems (PEGA) grant to John Gerard Higgins?

Pegasystems granted John Gerard Higgins a stock option for 56,948 shares and restricted stock unit awards for 22,342 and 3,382 units. These awards were reported as directly owned and feature time-based and performance-based vesting conditions described in the filing footnotes.

How do the new stock options for Pegasystems (PEGA) executive Higgins vest?

The stock option vests 25% on the Date Exercisable in Table II, with the remaining 75% vesting in equal quarterly amounts over the following three years. This schedule spreads Higgins’s potential exercisable option position gradually over a multi-year period.

What are the vesting terms for the new RSUs reported by Pegasystems (PEGA)?

For one RSU grant, 25% vests on the Date Exercisable in Table II and 75% vests in equal quarterly installments over the next three years. Another RSU award vests 100% on that date, subject to achieving the Corporate Incentive Compensation Plan performance threshold for 2026.

How were Pegasystems (PEGA) RSUs converted to common stock for Higgins?

On March 4, 2026, restricted stock units for 6,462 and 3,702 units were exercised or converted, resulting in corresponding acquisitions of common stock. These transactions were reported with a price per share of 0.0000, reflecting non-cash equity settlement.

Why did Pegasystems (PEGA) withhold common stock shares from Higgins’s awards?

Pegasystems withheld 3,606 and 2,066 common shares at 45.0100 per share to pay tax liabilities tied to the equity vesting. The filing describes these as dispositions coded “F,” representing payment of tax obligations by delivering securities.

How are Pegasystems (PEGA) CICP performance conditions linked to Higgins’s RSUs?

One RSU award represents Higgins’s election to receive half of his annual bonus in restricted share units under the Corporate Incentive Compensation Plan. This award vests 100% on the Date Exercisable in Table II, subject to attainment of the CICP performance threshold for the year ending December 31, 2026.

What performance results triggered full vesting of a Pegasystems (PEGA) RSU award?

The filing notes one restricted stock unit award vested 100% based on achievement of performance conditions under the Corporate Incentive Compensation Plan. These conditions were tied to Pegasystems’ financial results for the year ended December 31, 2025, satisfying the specified performance criteria.