Alan Trefler Reports RSU Vesting; Sells 1,025 PEGA Shares at $54.21

Rhea-AI Filing Summary

Alan N. Trefler, identified as C.E.O. & Chairman, Director and a 10% owner of Pegasystems Inc. (PEGA), filed a Form 4 reporting changes in his beneficial ownership on 09/02/2025. The filing shows 2,496 restricted stock units vested (5% vesting) on that date, representing the remaining vesting schedule of an original grant of 24,976 RSUs. The Form 4 also reports a disposition of 1,025 common shares sold at $54.21 on 09/02/2025. Total beneficial ownership figures are reported after a 2-for-1 forward stock split effective June 20, 2025, with post-transaction beneficial ownership shown as 32,918,163 shares.

Positive

• Post-transaction ownership disclosed: The filing reports detailed post-transaction beneficial ownership (32,918,163 shares).
• Split-adjusted reporting: All share amounts are restated to reflect the 2-for-1 forward stock split effective June 20, 2025.

Negative

• Insider sale reported: A disposition of 1,025 shares at $54.21 on 09/02/2025 is disclosed.

Insights

Financial Analyst

TL;DR: CEO reported a small RSU vesting and a modest sale; ownership remains large after a recent 2-for-1 split.

The Form 4 documents routine equity activity for the company's founder and CEO, including the vesting of 2,496 restricted stock units and a sale of 1,025 shares at $54.21 on 09/02/2025. The filing restates share counts to reflect a 2-for-1 forward split on June 20, 2025. Reported post-transaction beneficial ownership totals 32,918,163 shares, indicating continued substantial insider ownership. The disclosure is specific and quantifies the transactions and vesting schedule.

Corporate Governance Expert

TL;DR: Disclosure is complete and signed by an attorney-in-fact; filing restates amounts for the recent forward split.

The Form 4 includes an explicit explanation of the RSU grant vesting schedule, the restatement of all share amounts for a June 20, 2025 2-for-1 forward split, and is signed by an attorney-in-fact for the reporting person. Transactions are individually reported with transaction codes and amounts, and the document contains the required explanatory remarks about the grant and split. The filing meets standard reporting elements for Section 16 reporting.

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

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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 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)
09/02/2025

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								3,211,006	I	Alan N. Trefler Irrevocable Non-GST Trust of 2022
Common stock								10,134,542	I	Alan N. Trefler Grantor Retained Annuity Trust I of 2023
Common stock								4,381,472	I	Alan N. Trefler Grantor Retained Annuity Trust II of 2023
Common stock								15,000,000	I	Alan N. Trefler Grantor Retained Annuity Trust I of 2024
Common stock								12,000,000	I	Alan N. Trefler Grantor Retained Annuity Trust II of 2024
Common stock	09/02/2025		M		2,496(1)	A	$0	32,919,188	D
Common stock	09/02/2025		F		1,025	D	$54.21	32,918,163	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(2)	$0	09/02/2025		M			2,496(1)	03/02/2022	03/02/2026	Common stock	2,496	$0	4,996(3)	D

Explanation of Responses:

1. Represents a 5% vesting on September 2, 2025. The original grant was 24,976 restricted stock units, with 20% vesting on March 2, 2022, and the remaining 80% vesting in equal quarterly installments over the remaining four years.

2. Each restricted stock unit represents the right to receive, following vesting, one share of the issuer's common stock.

3. All share amounts 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.

Remarks:

	/s/ Ewelina Kemp, Attorney-in-Fact for Alan Trefler	09/04/2025
	** 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.
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FAQ

What did Alan Trefler report on the Form 4 for PEGA?

The Form 4 reports the vesting of 2,496 restricted stock units (5% vesting tranche) and the sale of 1,025 shares at $54.21 on 09/02/2025.

How many shares does Alan Trefler beneficially own after the transactions?

The filing shows a post-transaction beneficial ownership total of 32,918,163 shares (amounts restated for a 2-for-1 split).

Were the share amounts adjusted for any corporate actions?

Yes. The Form 4 states that all share amounts have been restated to reflect a 2-for-1 forward stock split effectuated on June 20, 2025.

What is the origin of the vested shares reported?

The 2,496 vested shares represent a 5% vesting tranche from an original grant of 24,976 restricted stock units with specified prior vesting on March 2, 2022 and quarterly installments thereafter.

Who signed the Form 4 filing for Alan Trefler?

The Form 4 is signed by Ewelina Kemp, Attorney-in-Fact for Alan Trefler, dated 09/04/2025.