Pegasystems (PEGA) COO/CFO exercises options and withholds shares for taxes

Rhea-AI Filing Summary

Pegasystems' COO and CFO Kenneth Stillwell reported equity transactions involving company stock. On February 12, 2026, he exercised stock options covering 25,920 shares of common stock at an exercise price of $16.95 per share, increasing his direct common stock holdings to 147,800 shares.

On the same date, 14,932 common shares were disposed of at $39.29 per share in a tax-withholding transaction related to the option exercise, leaving him with 132,868 directly held common shares. He also directly holds 77,760 stock options and has 1,908 common shares reported as indirectly owned through his children.

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)
02/12/2026

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)
			Code	V	Amount	(A) or (D)	Price
Common stock	02/12/2026		M		25,920	A	$16.95	147,800	D
Common stock	02/12/2026		F		14,932	D	$39.29	132,868	D
Common stock								1,908	I	Reporting Person's children

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	$16.95	02/12/2026		M			25,920	02/02/2023(1)	11/02/2032	Common stock	25,920	$0	77,760	D

Explanation of Responses:

1. This stock option vests in 16 equal quarterly installments over four years beginning on the Date Exercisable in Table II.

Remarks:

	/s/Kathryn Leach, Attorney-in-Fact for Kenneth Stillwell	02/17/2026
	** 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.

FAQ

What insider transactions did Pegasystems (PEGA) COO/CFO Kenneth Stillwell report?

Kenneth Stillwell reported an option exercise and related tax disposition. He exercised options for 25,920 Pegasystems common shares at $16.95 each, then disposed of 14,932 shares at $39.29 in a tax-withholding transaction tied to that exercise.

How many Pegasystems (PEGA) shares does Kenneth Stillwell own after this Form 4?

After the reported transactions, Stillwell directly holds 132,868 Pegasystems common shares. He also has 77,760 stock options outstanding and 1,908 additional common shares reported as indirectly owned through his children.

Was the Pegasystems (PEGA) insider transaction an open-market sale?

The filing shows a tax-withholding disposition, not a typical open-market sale. Code F indicates 14,932 Pegasystems shares were used to cover exercise price or tax liabilities connected to the 25,920-share stock option exercise.

What stock options did Kenneth Stillwell exercise at Pegasystems (PEGA)?

Stillwell exercised stock options covering 25,920 Pegasystems shares at $16.95 per share. These options were part of a grant that began vesting on February 2, 2023, in 16 equal quarterly installments over four years.

What is the vesting schedule of the Pegasystems (PEGA) options in this Form 4?

The reported stock option grant vests in 16 equal quarterly installments over four years. Vesting began on the Date Exercisable listed as February 2, 2023, and continues until all installments are fully vested over the four-year period.

Does Kenneth Stillwell report any indirect ownership of Pegasystems (PEGA) shares?

Yes, the Form 4 lists 1,908 Pegasystems common shares as indirectly owned. These shares are reported as held for the benefit of the reporting person’s children, separate from his directly owned common stock and option holdings.