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Pegasystems (NASDAQ: PEGA) officer nets shares after RSU vesting and tax withholding

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Pegasystems Inc. SVP and Chief Accounting Officer Efstathios A. Kouninis reported routine equity compensation activity. On June 4–5, 2026, restricted stock units converted into a total of 764 shares of common stock, with 187 shares withheld to cover tax obligations. Following these transactions, he directly holds 2,875 common shares. These were compensation-related derivative exercises and tax-withholding dispositions, not open‑market purchases or sales.

Positive

  • None.

Negative

  • None.
Insider KOUNINIS EFSTATHIOS A
Role SVP, Chief Accounting Officer
Type Security Shares Price Value
Exercise Restricted Stock Units 440 $0.00 --
Exercise Common stock 440 $0.00 --
Tax Withholding Common stock 108 $35.44 $4K
Exercise Restricted Stock Units 324 $0.00 --
Exercise Common stock 324 $0.00 --
Tax Withholding Common stock 79 $35.11 $3K
Holdings After Transaction: Restricted Stock Units — 3,082 shares (Direct, null); Common stock — 2,983 shares (Direct, null)
Footnotes (1)
  1. Each restricted stock unit represents the right to receive, following vesting, one share of the issuer's common stock. 25% of the restricted stock units vested on the Date Exercisable in Table II, and the remaining 75% vest in equal quarterly installments over the following three years.
RSU conversions 764 shares Restricted stock units converted to common stock on June 4–5, 2026
Tax-withholding shares 187 shares Shares withheld to cover tax obligations on June 4–5, 2026
Post-transaction holdings 2,875 shares Common stock directly held after June 5, 2026 transactions
Tax-withholding price 1 $35.11 per share Value used for 79 withheld shares on June 4, 2026
Tax-withholding price 2 $35.44 per share Value used for 108 withheld shares on June 5, 2026
Exercise shares June 4 324 shares Common stock acquired via RSU conversion on June 4, 2026
Exercise shares June 5 440 shares Common stock acquired via RSU conversion on June 5, 2026
Restricted Stock Units financial
"security_title: "Restricted Stock Units" and footnote explaining each unit equals one share"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
tax-withholding disposition financial
"transaction_action: "tax-withholding disposition" for code F transactions"
A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.
derivative exercise/conversion financial
"transaction_action: "derivative exercise/conversion" for code M entries"
total_shares_following_transaction financial
"field showing common shares held after each reported transaction"
officer_title financial
"officer_title: "SVP, Chief Accounting Officer" for the reporting person"
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Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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*
KOUNINIS EFSTATHIOS A
(Last)(First)(Middle)
C/O PEGASYSTEMS INC.
225 WYMAN STREET, STE 300
(Street)
WALTHAM MASSACHUSETTS 02451
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
PEGASYSTEMS INC [ PEGA ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
SVP, Chief Accounting Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
06/04/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Common stock06/04/2026M324A$02,622D
Common stock06/04/2026F79D$35.112,543D
Common stock06/05/2026M440A$02,983D
Common stock06/05/2026F108D$35.442,875D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Units(1)$006/04/2026M32403/04/2026(2)03/04/2029Common stock324$03,554D
Restricted Stock Units(1)$006/05/2026M44003/05/2025(2)03/05/2028Common stock440$03,082D
Explanation of Responses:
1. Each restricted stock unit represents the right to receive, following vesting, one share of the issuer's common stock.
2. 25% of the restricted stock units vested on the Date Exercisable in Table II, and the remaining 75% vest in equal quarterly installments over the following three years.
Remarks:
/s/ Kathryn Leach, Attorney-in-Fact for Efstathios A. Kouninis06/08/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did Pegasystems (PEGA) report for Efstathios Kouninis?

Pegasystems reported that SVP and Chief Accounting Officer Efstathios Kouninis had restricted stock units convert into 764 common shares, with 187 shares withheld for taxes. The transactions reflect routine equity compensation activity rather than open-market buying or selling.

Did the Pegasystems (PEGA) insider Form 4 disclose any open-market stock sales?

No open-market sales were disclosed. The Form 4 shows tax-withholding dispositions of 187 shares and derivative exercises of restricted stock units into 764 common shares, which are compensation-related events instead of discretionary market sales or purchases of Pegasystems stock.

How many Pegasystems (PEGA) shares does Efstathios Kouninis hold after these transactions?

After the reported transactions, Efstathios Kouninis directly holds 2,875 shares of Pegasystems common stock. This figure reflects his position following the June 4–5, 2026 restricted stock unit conversions and related tax-withholding share dispositions reported in the Form 4 filing.

What was the size of the Pegasystems (PEGA) RSU conversions in the latest Form 4?

The Form 4 shows 764 restricted stock units converting into common stock over June 4–5, 2026. Of these, 440 units converted on June 5 and 324 on June 4, illustrating scheduled vesting of equity awards rather than new share purchases in the open market.

At what prices were Pegasystems (PEGA) shares valued for the tax-withholding transactions?

The tax-withholding dispositions used per-share values of $35.11 and $35.44. Specifically, 79 shares were withheld at $35.11 on June 4, 2026, and 108 shares were withheld at $35.44 on June 5, 2026, to satisfy associated tax obligations on vested equity.

How do the Pegasystems (PEGA) RSU vesting terms work for these insider awards?

Each restricted stock unit converts into one Pegasystems common share upon vesting. According to the footnotes, 25% of the RSUs vest on the initial exercisable date, and the remaining 75% vest in equal quarterly installments over the following three years.