Pegasystems (NASDAQ: PEGA) executive exercises RSUs, small share withholding for tax

Rhea-AI Filing Summary

Pegasystems executive Leon Trefler reported routine equity compensation activity involving restricted stock units and related tax withholding. He exercised 1,176 restricted stock units into common stock, with no cash exercise price. To cover tax obligations, 463 common shares were disposed of at $35.73 per share, a tax-withholding transaction rather than an open-market sale.

After these transactions, Trefler directly holds 119,085 shares of common stock. He also continues to hold 3,526 restricted stock units that convert into one share of common stock each as they vest. According to the award terms, 20% of the units vested on March 1, 2023, and the remaining 80% vest in equal quarterly installments over the following four years, with the units expiring on March 1, 2027.

Insights

Equity compensation analyst

Routine RSU vesting and tax withholding with minor impact.

Leon Trefler exercised 1,176 restricted stock units into Pegasystems common stock and had 463 shares withheld at $35.73 to satisfy tax obligations. These F-code dispositions are not open-market sales, but standard mechanics tied to equity awards.

Following the transactions, he directly holds 119,085 common shares and 3,526 remaining restricted stock units that vest quarterly through 2027-03-01 at a $0.00 exercise price. This pattern reflects routine compensation vesting rather than a directional bet on the stock.

The scale of the tax-withholding shares is small relative to his overall holdings, and there are no remaining derivative positions disclosed beyond the RSUs. Future company filings may update investors as additional quarterly vesting occurs under the same award schedule.

Insider Trade Summary

1,176 shares exercised/converted

Mixed 3 txns

Insider Trefler Leon

Role Chief of Clients and Markets

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	1,176	$0.00	--
Exercise	Common stock	1,176	$0.00	--
Tax Withholding	Common stock	463	$35.73	$17K

Holdings After Transaction: Restricted Stock Units — 3,526 shares (Direct, null); Common stock — 119,548 shares (Direct, null)

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

Tax-withholding shares: 463 shares at $35.73 RSUs exercised: 1,176 units Shares held after: 119,085 shares +4 more

7 metrics

Tax-withholding shares 463 shares at $35.73 Common stock disposed to cover tax liability

RSUs exercised 1,176 units Restricted stock units converted into common stock

Shares held after 119,085 shares Direct Pegasystems common stock holdings post-transaction

Remaining RSUs 3,526 units Restricted stock units outstanding after the exercise

RSU exercise price $0.00 per unit Conversion price for restricted stock units into common stock

RSU vesting start March 1, 2023 20% vested on this date per award terms

RSU expiration March 1, 2027 Expiration date for the restricted stock unit award

Key Terms

Restricted stock units, tax-withholding disposition, derivative exercise/conversion, vest in equal quarterly installments

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 associated with 463 common shares at $35.73 per share."

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 1,176 restricted stock units into common stock."

vest in equal quarterly installments financial

"the remaining 80% vest in equal quarterly installments over the following four years."

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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^*

Trefler Leon

(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)
	Chief of Clients and Markets

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		1,176	A	$0	119,548	D
Common stock	06/01/2026		F		463	D	$35.73	119,085	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	$0	06/01/2026		M			1,176(1)	03/01/2023(2)	03/01/2027	Common stock	1,176	$0	3,526	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 Leon Trefler	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 did Pegasystems (PEGA) executive Leon Trefler report on this Form 4?

Leon Trefler reported routine equity compensation activity. He exercised 1,176 restricted stock units into common stock and had 463 shares disposed of at $35.73 per share to cover tax liabilities associated with the vesting event.

Did Leon Trefler buy or sell Pegasystems (PEGA) shares in the open market?

The filing shows no open-market purchases or sales. Instead, 463 shares were disposed of as a tax-withholding transaction at $35.73 per share, tied to the vesting and exercise of 1,176 restricted stock units into common stock.

How many Pegasystems (PEGA) shares does Leon Trefler hold after these transactions?

After the reported transactions, Leon Trefler directly holds 119,085 shares of Pegasystems common stock. This reflects the net result after exercising 1,176 restricted stock units and the related 463-share tax-withholding disposition at a price of $35.73 per share.

What restricted stock unit balance does Leon Trefler retain at Pegasystems (PEGA)?

Trefler retains 3,526 restricted stock units following the 1,176-unit exercise. Each unit represents the right to receive one common share after vesting, with 20% having vested on March 1, 2023 and the rest vesting quarterly over four years until March 1, 2027.

What is the vesting schedule for Leon Trefler’s Pegasystems (PEGA) restricted stock units?

According to the disclosure, 20% of the restricted stock units vested on March 1, 2023. The remaining 80% vest in equal quarterly installments over the subsequent four years, with the award expiring on March 1, 2027 if units are not fully settled into common shares.

What does the F transaction code mean in Leon Trefler’s Pegasystems (PEGA) filing?

The F code indicates shares were used to pay tax obligations or exercise costs. Here, 463 common shares were disposed of at $35.73 per share specifically to satisfy tax liabilities associated with the vesting and exercise of restricted stock units into common stock.