[Form 4] Pegasystems Inc Insider Trading Activity

Rhea-AI Filing Summary

Dianne Ledingham, a director of Pegasystems Inc. (PEGA), reported transactions on 08/15/2025. The filing shows 2,374 shares of unrestricted common stock were issued to her as annual director compensation and 5,168 non‑statutory stock options were granted as additional annual director compensation. The options have an exercise price of $52.66, are exercisable immediately (08/15/2025) and expire on 08/15/2035. The report also discloses total common stock beneficially owned of 34,038 shares, reflecting a 2‑for‑1 stock split effected on June 20, 2025. The form was signed by an attorney‑in‑fact on 08/19/2025.

Positive

• Director compensation granted in equity aligns management interests with shareholders through 2,374 shares and 5,168 options
• Options fully vested on issuance removing future service contingencies for the reporting period

Negative

• None.

Insights

Financial Analyst

TL;DR: Routine director compensation in equity; limited immediate market impact.

The Form 4 documents standard annual director compensation: 2,374 unrestricted shares and 5,168 non‑statutory options priced at $52.66 and fully vested on grant. For investors this is a non‑cash compensation event that increases the director's alignment with shareholder outcomes without immediate cash flow effects for the company. The absolute sizes (2,374 shares, 5,168 options) are modest relative to typical public company float and therefore unlikely to be material to valuation or near‑term EPS. The immediate vesting of options removes future service risk but does not itself signal additional insider purchases or sales.

Corporate Governance Expert

TL;DR: Governance practice appears routine—equity grants for director service with immediate vesting.

The disclosed grants—unrestricted shares and fully vested non‑statutory options—are consistent with common board compensation practices. Immediate vesting on issuance is notable from a retention perspective but is explicitly disclosed. Beneficial ownership is reported both directly and indirectly (via a family trust) and the filing follows Section 16 disclosure requirements. There are no indications in the filing of departures, sales, or unusual transactions that would raise governance concerns.

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^*

LEDINGHAM DIANNE

(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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/15/2025

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								34,038(1)	I	Dianne Ledingham Family Legacy Trust
Common stock	08/15/2025		A		2,374(2)	A	$0	2,374	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 Options	$52.66	08/15/2025		A		5,168(3)		08/15/2025	08/15/2035	Common stock	5,168	$0	5,168	D

Explanation of Responses:

1. Total shares beneficially owned reflect a 2-for-1 stock split effected on June 20, 2025.

2. Represents shares of unrestricted common stock received as consideration for the reporting person's service as a Director for the annual term.

3. Non-statutory stock options fully vested on issuance and granted as consideration for the reporting person's services as a Director for the annual term.

Remarks:

	/s/ Ewelina Kemp, Attorney-in-Fact for Dianne Ledingham	08/19/2025
	** 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 did PEGA director Dianne Ledingham receive according to the Form 4?

She received 2,374 unrestricted shares as director compensation and was granted 5,168 non‑statutory stock options on 08/15/2025.

What are the terms of the stock options granted to Dianne Ledingham?

The options have an exercise price of $52.66, are exercisable on 08/15/2025, and expire on 08/15/2035.

How many PEGA shares does Dianne Ledingham beneficially own after the reported transactions?

The Form 4 reports 34,038 shares beneficially owned total, which reflects a 2‑for‑1 stock split effected on June 20, 2025.

When were these transactions reported and who signed the Form 4?

The transactions occurred on 08/15/2025 and the Form 4 was signed by an attorney‑in‑fact on 08/19/2025.

Are the shares issued to Ledingham restricted or unrestricted?

The Form 4 states the 2,374 shares are unrestricted common stock received as director compensation.