Pegasystems (PEGA) COO/CFO logs RSU exercise and 926-share tax withholding

Rhea-AI Filing Summary

Pegasystems executive Kenneth Stillwell reported routine equity compensation activity involving restricted stock units and related tax withholding. He exercised 2,352 restricted stock units, receiving the same number of common shares. To cover tax obligations, 926 common shares were disposed of through a tax-withholding transaction at $35.73 per share, which is not an open-market sale.

Following these transactions, Stillwell directly holds 110,884 shares of common stock and 7,052 restricted stock units. An additional 1,908 common shares are reported as indirectly owned through his children. Overall, the filing reflects compensation vesting and associated tax payments rather than discretionary market trading.

Insights

Insider transactions analyst

Routine RSU vesting with tax withholding; no open-market trades.

The filing shows COO/CFO Kenneth Stillwell exercising 2,352 restricted stock units into common stock and a related 926-share tax-withholding disposition at $35.73 per share. Code F indicates shares were withheld to satisfy tax or exercise obligations, not sold in the open market.

After these entries, he directly holds 110,884 common shares and 7,052 RSUs, plus 1,908 shares indirectly through his children. This pattern is typical of equity compensation vesting and does not, by itself, signal a change in his view of Pegasystems stock.

Insider Trade Summary

2,352 shares exercised/converted

Mixed 4 txns

Insider STILLWELL KENNETH

Role COO, CFO

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	2,352	$0.00	--
Exercise	Common stock	2,352	$0.00	--
Tax Withholding	Common stock	926	$35.73	$33K
holding	Common stock	--	--	--

Holdings After Transaction: Restricted Stock Units — 7,052 shares (Direct, null); Common stock — 110,884 shares (Direct, null); Common stock — 1,908 shares (Indirect, Reporting Person's children)

Footnotes (1)

1. Each restricted stock unit represents the right to receive, following vesting, one share of common stock. 20% of the restricted stock units vested on the Date Exercisable in Table II, and the remaining 80% vest in equal quarterly installments over the following four years.

Key Figures

RSUs exercised: 2,352 units Tax-withheld shares: 926 shares Tax-withholding price: $35.73 per share +3 more

6 metrics

RSUs exercised 2,352 units Restricted stock units converted to common stock on 2026-06-01

Tax-withheld shares 926 shares Shares disposed of for tax obligations on 2026-06-01

Tax-withholding price $35.73 per share Price used for 926-share tax-withholding disposition

Direct common shares after 110,884 shares Direct Pegasystems common stock holdings after transactions

Indirect common shares after 1,908 shares Common shares reported as owned through reporting person’s children

RSUs remaining 7,052 units Restricted stock units reported following the derivative transaction

Key Terms

Restricted Stock Units, tax-withholding disposition, derivative exercise/conversion, indirect ownership

4 terms

Restricted Stock Units financial

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

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 under code F for 926 shares."

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 2,352 restricted stock units."

indirect ownership financial

"total_shares_following_transaction: 1908.0000, direct_or_indirect: I, nature_of_ownership: Reporting Person's children."

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Form 4 Insider Transactions: What Each Field Means →

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^*

STILLWELL KENNETH

(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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/01/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form 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)
			Code	V	Amount	(A) or (D)	Price
Common stock	06/01/2026		M		2,352	A	$0	110,884	D
Common stock	06/01/2026		F		926	D	$35.73	109,958	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
Restricted Stock Units	$0	06/01/2026		M			2,352(1)	03/01/2023(2)	03/01/2027	Common stock	2,352	$0	7,052	D

Explanation of Responses:

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

2. 20% of the restricted stock units vested on the Date Exercisable in Table II, and the remaining 80% vest in equal quarterly installments over the following four years.

Remarks:

	/s/ Ewelina Kemp, Attorney-in-Fact for Kenneth Stillwell	06/02/2026
	** 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.
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)

FAQ

What insider transactions did Pegasystems (PEGA) report for Kenneth Stillwell?

Kenneth Stillwell exercised 2,352 restricted stock units into common shares and had 926 shares withheld to cover tax obligations at $35.73 per share. These are compensation-related entries, not open-market purchases or sales of Pegasystems stock.

How many Pegasystems (PEGA) shares does Kenneth Stillwell hold after this Form 4?

After the reported transactions, Kenneth Stillwell directly holds 110,884 Pegasystems common shares and indirectly 1,908 shares through his children. He also has 7,052 restricted stock units outstanding, which can convert into additional common shares as they vest over time.

Was the 926-share Pegasystems (PEGA) disposition an open-market sale?

No. The 926-share disposition is coded F, meaning shares were withheld to pay taxes or exercise costs at $35.73 per share. This is an administrative tax-withholding mechanism, not a discretionary open-market sale of Pegasystems shares by Kenneth Stillwell.

What do the restricted stock unit (RSU) details mean in this Pegasystems (PEGA) filing?

Each restricted stock unit represents the right to receive one Pegasystems common share after vesting. Twenty percent of this RSU award vested on the stated exercisable date, with the remaining 80% vesting in equal quarterly installments over four years, providing ongoing equity compensation.

How many restricted stock units does Kenneth Stillwell have after this Pegasystems (PEGA) transaction?

Following the RSU exercise and related entries, Kenneth Stillwell reports holding 7,052 restricted stock units. These RSUs will convert into Pegasystems common stock as they vest according to the grant’s schedule, adding to his existing direct ownership position over time.