[Form 4] Pegasystems Inc Insider Trading Activity

Rhea-AI Filing Summary

Salesforce (CRM) – Form 4 filed 29-Jul-2025

Chair & CEO Marc Benioff exercised 2,250 non-qualified stock options at an exercise price of $161.50 on 28-Jul-2025 and immediately sold the same 2,250 common shares under a Rule 10b5-1 plan. The open-market sales took place in four blocks at weighted-average prices of $267.3565, $268.6415, $269.5051 and $270.1588, raising roughly $0.6 million in gross proceeds.

Following the transactions, Benioff directly owns 11,911,571 CRM shares, plus 107,000 held in trust and 10,000,000 held through Marc Benioff Fund LLC. He also retains 153,122 vested but unexercised options expiring 22-Mar-2026. The sale represents about 0.02 % of his direct ownership and does not materially alter overall insider holdings.

Positive

• None.

Negative

• Insider selling: CEO Marc Benioff disposed of 2,250 CRM shares (~$0.6 M), an action some investors interpret as a mildly negative signal despite its small size.

Insights

Securities Analyst

TL;DR: Small, pre-planned sale by CEO; negligible effect on ownership—overall neutral insider signal.

Benioff’s sale matches the number of options exercised, indicating a cashless transaction to monetize gains while maintaining his core 11.9 million-share position. The filing confirms execution under a Rule 10b5-1 plan adopted 9-Jan-2025, reducing concerns about information-driven trading. Given Salesforce’s ~1 billion shares outstanding, the divestiture is immaterial (<0.001 %). Insider ownership alignment remains intact, and the remaining 153 k options provide continued incentive. Consequently, the event should have limited market impact, though some investors may view any C-suite selling as marginally bearish.

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).

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)
07/28/2025

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	07/28/2025		M		220,000	A	$26.24	269,350	D
Common stock	07/28/2025		F		145,482	D	$59.42	123,868	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
Stock Options	$26.24	07/28/2025		M			220,000(1)	06/05/2023(2)	06/05/2032	Common stock	220,000	$0	0	D

Explanation of Responses:

1. All share amounts and price data 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.

2. Options vested 33% on the Date Exercisable in Table II, with the remaining 67% vesting in equal quarterly amounts over the next two years.

Remarks:

	/s/ Ewelina Kemp, Attorney-in-Fact for Kenneth Stillwell	07/29/2025
	** 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

How many Salesforce (CRM) shares did CEO Marc Benioff sell on 28-Jul-2025?

He sold 2,250 common shares.

At what prices were the CRM shares sold?

Weighted-average prices ranged from $267.07 to $270.22 across four transactions.

Did Benioff exercise stock options before selling the shares?

Yes. He exercised 2,250 options at an exercise price of $161.50 and then sold the resulting shares.

How many Salesforce shares does Benioff still own after the sale?

He directly owns 11,911,571 shares and indirectly controls another 10.1 million shares.

Were the transactions executed under a 10b5-1 trading plan?

Yes. The Form 4 states the sale occurred automatically under a Rule 10b5-1 plan adopted on 9-Jan-2025.

What derivative securities does Benioff still hold?

He retains 153,122 vested non-qualified stock options expiring on 22-Mar-2026.