Pegasystems Insider Sales Under 10b5‑1 Plan Reduce Holdings to 72,405 Shares

Rhea-AI Filing Summary

Pegasystems Inc. (PEGA) Form 4 shows Chief Product Officer Rifat Kerim Akgonul reporting multiple transactions in early September 2025 tied to vesting and sales of restricted stock units and common shares. On 09/01/2025 and 09/02/2025, portions of two RSU grants vested (1,176 and 462 RSUs) and were released as common shares. Several share sales occurred under a pre-arranged Rule 10b5-1 trading plan adopted November 25, 2024, including sales on 09/02/2025 and 09/03/2025. Pricing disclosed: weighted-average sale prices ranged roughly $52.83–$54.18 across trades; specific weighted averages cited were $53.36 and $54.08. Reported beneficial ownership declined from 79,736 to 72,405 shares after the transactions. The Form 4 also notes a 2-for-1 forward stock split effective June 20, 2025.

Positive

• Transactions reported under a pre‑arranged Rule 10b5‑1 plan, indicating adherence to insider trading controls
• Clear disclosure of RSU vesting and release dates, including original grant sizes and vesting schedules
• Restatement for the 2‑for‑1 stock split, ensuring share counts are comparable

Negative

• Beneficial ownership declined materially from 79,736 shares to 72,405 shares following sales
• Insider sold shares at weighted‑average prices in the low‑$50s (ranges reported $52.83–$54.18), which may be viewed negatively by some investors

Insights

Securities Analyst

TL;DR: Insider sold shares under a pre‑arranged 10b5‑1 plan after RSU vesting, modestly reducing holdings.

The filings reflect routine vesting of RSUs and subsequent sales executed under an established Rule 10b5‑1 plan, which limits informational timing concerns. Aggregate beneficial ownership fell from 79,736 to 72,405 shares following sales on 09/02/2025 and 09/03/2025. Sales occurred at weighted‑average prices in the low‑$50s, with disclosed ranges of $52.83–$54.18. For investors, these transactions are consistent with tax/liquidity management after vesting rather than an unexpected corporate event. The disclosure of the plan adoption date and price ranges supports transparency.

Corporate Governance Expert

TL;DR: Governance signals are neutral: transactions were covered by a documented 10b5‑1 plan and properly reported.

The filer documents vesting schedules, release dates, and that sales were made pursuant to a pre‑arranged 10b5‑1 trading plan adopted 11/25/2024, which demonstrates adherence to insider trading policies. The Form 4 includes an undertaking to provide detailed per‑price sale information if requested, and restates share counts for a 2‑for‑1 split. These elements indicate appropriate procedural compliance and transparency; the activities appear administrative rather than governance‑negative.

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).

X

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^*

Akgonul Rifat Kerim

(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 Product Officer

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		1,176(1)	A	$0	79,736	D
Common stock	09/01/2025		F		569	D	$54.21	79,167	D
Common stock	09/02/2025		M		462(2)	A	$0	79,629	D
Common stock	09/02/2025		F		224	D	$54.21	79,405	D
Common stock	09/02/2025		S		1,900(3)	D	$53.36(4)	77,505	D
Common stock	09/02/2025		S		100(3)	D	$54.18	77,405	D
Common stock	09/03/2025		S		5,000	D	$54.08(5)	72,405	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(6)	$0	09/01/2025		M			1,176(1)	03/01/2023	03/01/2027	Common stock	1,176	$0	7,052(7)	D
Restricted Stock Units(6)	$0	09/02/2025		M			462(2)	03/02/2022	03/02/2026	Common stock	462	$0	922(7)	D

Explanation of Responses:

1. Represents a 5% vesting on September 1, 2025, with a release date of September 2, 2025, the first business day following vesting. The original grant was 11,754 restricted stock units, with a 20% vesting on March 1, 2023, with the remaining 80% vesting in equal quarterly installments over the remaining four years.

2. Represents a 5% vesting on June 2, 2025. The original grant was 4,611 restricted stock units, with a 20% vesting on March 2, 2022, with the remaining 80% vesting in equal quarterly installments over the remaining four years.

3. Sold pursuant to a pre-arranged trading plan adopted by Mr. Akgonul November 25, 2024 under Rule 10b5-1 of the Securities Exchange Act of 1934, as amended.

4. Represents the weighted average of sale prices, ranging from $52.83 to $53.81. The individual has provided the Company, and undertakes to provide to the staff of the Security and Exchange Commission or any security holder of the Company, upon request, full information regarding the number of shares sold at each separate price.

5. Represents the weighted average of sale prices, ranging from $54.08 to $54.10. The individual has provided the Company, and undertakes to provide to the staff of the Security and Exchange Commission or any security holder of the Company, upon request, full information regarding the number of shares sold at each separate price.

6. Each restricted stock unit represents the right to receive, following vesting, one share of the issuer's common stock.

7. 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 Rifat Kerim Akgonul	09/04/2025
	** 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 trades did PEGA Chief Product Officer Rifat Kerim Akgonul report on the Form 4?

The Form 4 reports RSU vesting (1,176 RSUs on 09/01/2025; 462 RSUs on 09/02/2025) and multiple share sales on 09/02/2025 and 09/03/2025 executed under a Rule 10b5‑1 plan.

How did Akgonul's beneficial ownership change after the reported transactions?

Beneficial ownership decreased from 79,736 shares prior to the transactions to 72,405 shares after the sales.

Were the sales part of a pre‑arranged trading plan?

Yes. The Form 4 states the sales were made pursuant to a Rule 10b5‑1 trading plan adopted on November 25, 2024.

What prices were reported for the share sales?

The filing discloses weighted‑average sale price ranges: one set ranged $52.83–$53.81 (weighted avg $53.36) and another ranged $54.08–$54.10 (weighted avg $54.08); individual sale prices also included $54.18 and others in the low‑$50s.

Did the Form 4 account for any stock splits?

Yes. All share amounts were restated to reflect a 2‑for‑1 forward stock split effective June 20, 2025.