Pegasystems Insider Filing: Gyenes Granted Shares and Vested Options at $52.66

Rhea-AI Filing Summary

Pegasystems Inc director Peter Gyenes reported receipt of equity as director compensation on 08/15/2025. He acquired 2,374 unrestricted shares of common stock as annual board service compensation and received a fully vested non-statutory option for 5,168 shares with a $52.66 exercise price exercisable immediately and expiring 08/15/2035. The filing shows total beneficial ownership of 26,718 shares after a 2-for-1 stock split effected 06/20/2025. Transactions were reported on a Form 4 reflecting director compensation in equity.

Positive

• Director equity compensation aligns interests of management and shareholders by giving the director ownership stake
• Options are fully vested on grant, providing immediate alignment without service-based vesting uncertainty

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Routine director compensation reported; equity grant is fully vested and reflects standard board pay, not a market-moving event.

The Form 4 discloses customary annual director compensation consisting of unrestricted shares and a fully vested non-statutory option. The immediate vesting of the option removes typical service-based vesting risk for the director but does not by itself change company fundamentals. The post-split beneficial ownership figure reflects the 2-for-1 split and should be used when comparing pre- and post-split holdings.

Securities Analyst

TL;DR: Disclosure is informational and routine; the option exercise price of $52.66 and share counts are the material items for investors tracking insider holdings.

The filing provides clear numbers: 2,374 shares granted and 5,168 options at $52.66 exercisable through 08/15/2035. Total beneficial ownership reported is 26,718 shares after the 2-for-1 split. These figures are relevant for models or insider-ownership screens but do not indicate a change in corporate strategy or financial performance.

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
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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^*

GYENES PETER

(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		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/15/2025

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	08/15/2025		A		2,374(1)	A	$0	26,718(2)	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	$52.66	08/15/2025		A		5,168(3)		08/15/2025	08/15/2035	Common stock	5,168	$0	5,168	D

Explanation of Responses:

1. Represents shares of unrestricted common stock received as consideration for the reporting person's service as a Director for the annual term.

2. Total shares beneficially owned reflect a 2-for-1 stock split effected on June 20, 2025.

3. Non-statutory stock option fully vested on issuance and granted as consideration for the reporting person's services as a Director for the annual term.

Remarks:

	/s/ Ewelina Kemp, Attorney-in-Fact for Peter Gyenes	08/19/2025
	** 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

What did PEGA director Peter Gyenes report on Form 4?

He reported receipt of 2,374 unrestricted common shares and a non-statutory option for 5,168 shares with a $52.66 exercise price, dated 08/15/2025.

How many shares does Peter Gyenes beneficially own after the transaction?

The Form 4 reports 26,718 total shares beneficially owned, reflecting a 2-for-1 stock split effected 06/20/2025.

Are the stock options vested and what is their expiration?

Yes, the non-statutory stock option was fully vested on issuance and is exercisable immediately, expiring on 08/15/2035.

What is the exercise price of the awarded options?

The exercise (conversion) price reported for the options is $52.66 per share.

Was this Form 4 filing associated with director compensation or a market transaction?

The filing states the shares and option were granted as consideration for the reporting person’s service as a Director for the annual term.