Pegasystems CEO exercises RSUs, withholds shares

Pegasystems CEO and Chairman Alan Trefler reported routine equity compensation activity.

Accepted by SEC EDGAR 03/03/2026 - 04:07 PM EST

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Rhea-AI Filing Summary

Pegasystems CEO and Chairman Alan Trefler reported routine equity compensation activity. On March 2, 2026, he exercised 2,498 restricted stock units, converting them into the same number of common shares at a stated price of $0.00 per share.

To cover associated tax obligations, 814 common shares were disposed of at $43.73 per share through a tax-withholding transaction, leaving him with 44,321,466 common shares held directly. Additional common shares are held indirectly through several trusts and a foundation, reflecting broader estate and charitable planning structures rather than new market purchases or sales.

Insider Trade Summary

2,498 shares exercised/converted

Exercise 3 txns

Insider TREFLER ALAN

Role C.E.O. & Chairman

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	2,498	$0.00	$0.00
Exercise	Common stock	2,498	$0.00	$0.00
Exercise Price or Tax Liability	Common stock	814	$43.73	$36K
Holding	Common stock	--	--	--
Holding	Common stock	--	--	--
Holding	Common stock	--	--	--
Holding	Common stock	--	--	--
Holding	Common stock	--	--	--

Holdings After Transaction: Restricted Stock Units — 0 contracts (Direct); Common stock — 44,321,466 shares (Direct); Common stock — 8,703,426 shares (Indirect, Alan N. Trefler Grantor Retained Annuity Trust II of 2024); Common stock — 84,000 shares (Indirect, Trefler Foundation); Common stock — 10,879,283 shares (Indirect, Alan N. Trefler Grantor Retained Annuity Trust I of 2024); Common stock — 10,876,525 shares (Indirect, Alan N. Trefler Irrevocable Non-GST Trust of 2022); Common stock — 2,071,585 shares (Indirect, The Trefler 2025 Trust)

Footnotes (2)

F1. Each restricted stock unit represents the right to receive, following vesting, one share of common stock.
F2. 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.

FAQ

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What insider transaction did Pegasystems (PEGA) CEO Alan Trefler report?

Alan Trefler reported exercising 2,498 restricted stock units into common shares. He also reported related tax withholding, where 814 shares of Pegasystems common stock were disposed of to satisfy tax obligations tied to this equity award.

How many Pegasystems (PEGA) shares does Alan Trefler now hold directly?

After these transactions, Alan Trefler directly holds 44,321,466 Pegasystems common shares. This figure reflects the RSU conversion and the 814-share tax-withholding disposition reported for March 2, 2026 in the Form 4 filing.

Were Alan Trefler’s Pegasystems (PEGA) transactions open‑market buys or sells?

The filing shows no open-market buys or sells. It records an RSU exercise converting 2,498 units into shares and a 814-share tax-withholding disposition, which is used to cover tax liabilities on the equity award.

What price was used for Pegasystems (PEGA) shares withheld for taxes?

Shares withheld for taxes were valued at $43.73 per Pegasystems common share. A total of 814 shares were disposed of at this price in a tax-withholding transaction related to the RSU vesting and conversion reported on March 2, 2026.

Does Alan Trefler hold Pegasystems (PEGA) shares indirectly through trusts?

Yes. The Form 4 lists indirect holdings of Pegasystems common stock in several trusts and the Trefler Foundation. These include holdings in multiple 2024 and 2022 trusts and The Trefler 2025 Trust, separate from his 44,321,466 directly held shares.

What do the restricted stock unit (RSU) footnotes for Pegasystems (PEGA) explain?

The footnotes state each RSU equals one Pegasystems common share after vesting. They also explain that 20% of the RSUs vested on the initial exercisable date, with the remaining 80% vesting in equal quarterly installments over the following four years.

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Form 4 Insider Transactions: What Each Field Means →

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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 ALAN

(Last)

(First)

(Middle)

C/O PEGASYSTEMS INC.

225 WYMAN STREET, STE 300

(Street)

WALTHAM

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)
03/02/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common stock	03/02/2026		M		2,498	A	$0	44,322,280	D
Common stock	03/02/2026		F		814	D	$43.73	44,321,466	D
Common stock								8,703,426	I	Alan N. Trefler Grantor Retained Annuity Trust II of 2024
Common stock								84,000	I	Trefler Foundation
Common stock								10,879,283	I	Alan N. Trefler Grantor Retained Annuity Trust I of 2024
Common stock								10,876,525	I	Alan N. Trefler Irrevocable Non-GST Trust of 2022
Common stock								2,071,585	I	The Trefler 2025 Trust

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	$0	03/02/2026		M			2,498⁽¹⁾	03/02/2022⁽²⁾	03/02/2026	Common stock	2,498	$0	0	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 Alan Trefler	03/03/2026
	** 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.

Source: View Original Filing on SEC EDGAR