Pegasystems Form 4: Alan Trefler Disposes 31.5k Shares at ~$101 Avg

Rhea-AI Filing Summary

Pegasystems Inc. (PEGA) – Form 4 insider trading filing

CEO, Chairman and 10%+ shareholder Alan N. Trefler disclosed two open-market sales of the company’s common stock executed on 18 June 2025 under a pre-arranged Rule 10b5-1 trading plan adopted on 6 Nov 2024.

• 27,016 shares sold at a weighted-average price of $100.76.
• 4,484 shares sold at a weighted-average price of $101.22.

Total disposition: 31,500 shares, generating approximately $3.2 million in gross proceeds (based on the weighted-average prices disclosed).

Following the transactions, Trefler’s direct ownership decreased to 17,027,892 shares. He also continues to hold substantial indirect stakes through five separate trusts, ranging individually from 1.6 million to 7.5 million shares.

The filing contains no purchases, option exercises, or derivative transactions. All sales were conducted under the 10b5-1 plan, providing an affirmative defense against insider-trading allegations.

Positive

• None.

Negative

• CEO insider selling can be interpreted as a mild bearish signal, even though executed under a 10b5-1 plan.

Insights

Portfolio Manager

TL;DR: Routine 10b5-1 sale; modest size relative to holdings, mildly negative signal.

The CEO sold 31.5 k shares (~0.08 % of his direct stake) for roughly $3.2 m, under a disclosed 10b5-1 plan. While any insider selling by a founder-CEO can be perceived negatively, the scale is immaterial versus his >17 m direct shares and >22 m held via trusts. The plan was adopted months in advance, reducing concerns of adverse non-public information. I view the impact on valuation as limited; selling may reflect diversification or liquidity rather than weakening conviction.

Corporate Governance Specialist

TL;DR: Transparent, pre-planned sales; neutral governance impact.

The filing adheres to SEC disclosure norms: Rule 10b5-1 plan, weighted-average price ranges, and sizeable continuing ownership. Transparency lowers litigation risk. Governance red flags would arise only if sales accelerated or were off-plan, which is not the case here. Therefore the event is largely procedural and non-impactful for shareholders.

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^*

TREFLER ALAN

(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	X	10% Owner
X	Officer (give title below)		Other (specify below)
	C.E.O. & Chairman

3. Date of Earliest Transaction (Month/Day/Year)
06/18/2025

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								1,605,503	I	Alan N. Trefler Irrevocable Non-GST Trust of 2022
Common stock								5,067,271	I	Alan N. Trefler Grantor Retained Annuity Trust I of 2023
Common stock								2,190,736	I	Alan N. Trefler Grantor Retained Annuity Trust II of 2023
Common stock								7,500,000	I	Alan N. Trefler Grantor Retained Annuity Trust I of 2024
Common stock								6,000,000	I	Alan N. Trefler Grantor Retained Annuity Trust II of 2024
Common stock	06/18/2025		S		27,016(1)	D	$100.76(2)	17,032,376	D
Common stock	06/18/2025		S		4,484(1)	D	$101.22(3)	17,027,892	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

Explanation of Responses:

1. Sold pursuant to a pre-arranged trading plan adopted by Mr. Trefler November 6, 2024 under Rule 10b5-1 of the Securities Exchange Act of 1934, as amended.

2. Represents the weighted average of sale prices, ranging from $100.06 to $101.05. 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.

3. Represents the weighted average of sale prices, ranging from $101.06 to $101.46. 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.

Remarks:

	/s/ Ewelina Kemp, Attorney-in-Fact for Alan Trefler	06/23/2025
	** 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).
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FAQ

How many Pegasystems (PEGA) shares did CEO Alan Trefler sell on 18 June 2025?

He sold 31,500 shares of common stock in two separate transactions.

What prices did the PEGA shares sell for in the Form 4 filing?

Weighted-average prices were $100.76 for 27,016 shares and $101.22 for 4,484 shares.

Does Alan Trefler still own shares after the sale?

Yes. He holds 17,027,892 shares directly and additional shares through five trusts listed in the filing.

Was the sale part of a 10b5-1 trading plan?

Yes. The filing states the shares were sold under a Rule 10b5-1 plan adopted on 6 Nov 2024.

Is there any indication of derivative transactions in this Form 4?

No. Table II lists no derivative security transactions or holdings.