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[Form 4] Pegasystems Inc Insider Trading Activity

Filing Impact
(Neutral)
Filing Sentiment
(Negative)
Form Type
4
Rhea-AI Filing Summary

Kenneth Stillwell, an officer of Pegasystems Inc. (PEGA), reported multiple transactions on Form 4. Restricted stock units vested and were converted into common shares on 09/05/2025 and 09/07/2025, resulting in acquisitions of 4,402 and 5,220 shares, respectively, at a $0 price per share. Offsetting cash dispositions recorded were 1,733 shares sold on 09/05/2025 at $53.81 and 2,055 shares sold on 09/07/2025 at $55.51. After these reported transactions, Mr. Stillwell beneficially owned 129,881 shares and directly owned 127,826 shares in the issuer, as shown on the Form 4.

Positive
  • None.
Negative
  • None.

Insights

TL;DR: Reported RSU vesting converted to shares and modest share sales resulted in a net increase in reported beneficial ownership.

These Form 4 entries show restricted stock units vesting on two dates (09/05/2025 and 09/07/2025) that converted into 4,402 and 5,220 common shares, respectively, at no cash exercise price. Concurrently, 1,733 and 2,055 shares were disposed of at market prices of $53.81 and $55.51. The filings show reported beneficial ownership levels after the transactions: 129,881 shares (total) and 127,826 shares held directly. From a reporting perspective, the transactions are routine equity compensation vesting and subsequent share dispositions; the filing documents the changes in ownership precisely without additional context.

TL;DR: Insider reported equity compensation vesting and sales; documentation on Form 4 aligns with standard disclosure practices.

The Form 4 discloses that restricted stock units vested and were recorded as acquisitions (code M) on 09/05/2025 and 09/07/2025, and that sales (code F) occurred on the same dates at specified prices. The filing includes the nature of the RSUs and vesting schedule language, and it is signed by an attorney-in-fact on 09/09/2025. The report is focused on the mechanics of ownership change; it does not provide strategic or operational commentary. Impact is routine for governance monitoring and compliance tracking.

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 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)
COO, CFO
3. Date of Earliest Transaction (Month/Day/Year)
09/05/2025
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 09/05/2025 M 4,402(1) A $0 126,394 D
Common stock 09/05/2025 F 1,733 D $53.81 124,661 D
Common stock 09/07/2025 M 5,220(1) A $0 129,881 D
Common stock 09/07/2025 F 2,055 D $55.51 127,826 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(1) $0 09/05/2025 M 4,402 03/05/2025(2) 03/05/2028 Common stock 4,402 $0 44,022 D
Restricted Stock Units(1) $0 09/07/2025 M 5,220 03/07/2024(2) 03/07/2027 Common stock 5,220 $0 31,326 D
Explanation of Responses:
1. Each restricted stock unit represents the right to receive, following vesting, one share of the issuer's common stock.
2. This restricted stock unit award vested 25% on the Date Exercisable in Table II, with the remaining 75% vesting in equal quarterly amounts over the remaining 3 years.
Remarks:
/s/ Ewelina Kemp, Attorney-in-Fact for Kenneth Stillwell 09/09/2025
** 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 transactions did Kenneth Stillwell report on PEGA Form 4?

The Form 4 reports RSU vesting that converted to 4,402 shares on 09/05/2025 and 5,220 shares on 09/07/2025, plus dispositions of 1,733 shares at $53.81 on 09/05/2025 and 2,055 shares at $55.51 on 09/07/2025.

How many PEGA shares does Stillwell beneficially own after these transactions?

The filing shows 129,881 shares beneficially owned following the reported transactions, with 127,826 shares held directly.

Were the vested awards described in the Form 4 restricted stock units (RSUs)?

Yes. The Form 4 states each restricted stock unit represents the right to receive one share upon vesting and describes the vesting schedule for the awards.

What vesting schedule is disclosed for the RSU awards?

The Form 4 indicates the RSU award vested 25% on the listed Date Exercisable, with the remaining 75% vesting in equal quarterly amounts over the remaining three years.

Who signed the Form 4 and when was it signed?

The Form 4 was signed by Ewelina Kemp, Attorney-in-Fact for Kenneth Stillwell, on 09/09/2025.
Pegasystems Inc

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10.79B
90.67M
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Software - Application
Services-computer Processing & Data Preparation
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United States
WALTHAM