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Pegasystems (NASDAQ: PEGA) CPO reports RSU exercise and tax-withholding share disposition

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Pegasystems Inc. Chief Product Officer Rifat Kerim Akgonul reported routine equity compensation transactions. He exercised 2,278 restricted stock units into common stock at a stated price of $0.00 per share, reflecting vesting of previously granted awards.

To cover tax obligations, 1,102 common shares were disposed of at $34.71 per share as a tax-withholding transaction, not an open-market sale. After the derivative exercise, his direct common stock holdings were reported as 111,925 shares, and 6,836 restricted stock units remained outstanding.

Positive

  • None.

Negative

  • None.
Insider Akgonul Rifat Kerim
Role Chief Product Officer
Type Security Shares Price Value
Exercise Restricted Stock Units 2,278 $0.00 --
Exercise Common stock 2,278 $0.00 --
Tax Withholding Common stock 1,102 $34.71 $38K
Holdings After Transaction: Restricted Stock Units — 6,836 shares (Direct, null); Common stock — 111,925 shares (Direct, null)
Footnotes (1)
  1. Each restricted stock unit represents the right to receive, following vesting, one share of the issuer's common stock. This restricted stock unit award vested 25% on the Date Exercisable in Table II, with the remaining 75% vesting in equal quarterly amounts over the remaining 3 years.
Tax-withholding shares 1,102 shares Common stock disposed of for tax withholding at $34.71 per share
Tax-withholding price $34.71 per share Price applied to 1,102 common shares for tax liability payment
RSUs exercised 2,278 units Restricted stock units converted into common stock at $0.00 exercise price
Common shares after exercise 111,925 shares Direct common stock holdings following the derivative exercise transaction
RSUs remaining 6,836 units Restricted stock units outstanding after the reported transactions
Derivative transactions 1 transaction One derivative transaction classified as an exercise/conversion
Tax-withholding count 1 transaction One Form 4 transaction coded F for tax-withholding disposition
Restricted Stock Units financial
"The filing lists "Restricted Stock Units" as a derivative security converted into 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
"A transaction is described with the action "tax-withholding disposition" of 1,102 common shares."
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
"Two transactions carry the action "derivative exercise/conversion" related to restricted stock units and common stock."
restricted stock unit award financial
"A footnote explains that "This restricted stock unit award vested 25% on the Date Exercisable"."
A restricted stock unit award is a promise by a company to give an employee a specified number of company shares at a future date if certain conditions are met, such as staying with the company or hitting performance goals. For investors, these awards matter because they can increase the total number of shares outstanding when converted, diluting existing holders, and they align employees’ incentives with shareholders’ interests much like giving a rising bonus that becomes real only after conditions are satisfied.
Date Exercisable regulatory
"The vesting schedule references the "Date Exercisable in Table II" in a footnote."
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Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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*
Akgonul Rifat Kerim
(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)
Director10% Owner
XOfficer (give title below)Other (specify below)
Chief Product Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
06/07/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Common stock06/07/2026M2,278A$0111,925D
Common stock06/07/2026F1,102D$34.71110,823D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Units(1)$006/07/2026M2,27803/07/2024(2)03/07/2027Common stock2,278$06,836D
Explanation of Responses:
1. Each restricted stock unit represents the right to receive, following vesting, one share of the issuer's common stock.
2. This restricted stock unit award vested 25% on the Date Exercisable in Table II, with the remaining 75% vesting in equal quarterly amounts over the remaining 3 years.
Remarks:
/s/ Ewelina Kemp, Attorney-in-Fact for Rifat Kerim Akgonul06/09/2026
** Signature of Reporting PersonDate
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)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did Pegasystems (PEGA) report for Rifat Kerim Akgonul?

Pegasystems Chief Product Officer Rifat Kerim Akgonul exercised 2,278 restricted stock units into common stock and had 1,102 shares disposed of for tax withholding. These are routine compensation-related transactions rather than open-market buying or selling activity.

Was the Pegasystems (PEGA) Form 4 transaction an open-market sale?

No. The Form 4 shows a tax-withholding disposition of 1,102 common shares at $34.71 per share. This covered tax obligations on vested equity and is classified as a non-market transaction, not a discretionary open-market sale by the executive.

How many Pegasystems (PEGA) shares does Rifat Kerim Akgonul hold after these transactions?

After the derivative exercise transaction, Rifat Kerim Akgonul’s direct common stock holdings were reported as 111,925 shares. The filing also shows 6,836 restricted stock units remaining outstanding, representing additional potential future common shares upon vesting.

What equity awards were involved in the Pegasystems (PEGA) Form 4 for Akgonul?

The filing involves restricted stock units that convert into common stock on vesting. Akgonul exercised 2,278 restricted stock units into common shares, at a stated $0.00 exercise price, consistent with stock-based compensation granted previously by Pegasystems.

How many restricted stock units remain for Pegasystems (PEGA) executive Rifat Kerim Akgonul?

Following the reported transactions, the Form 4 shows that Rifat Kerim Akgonul holds 6,836 restricted stock units. Each restricted stock unit represents the right to receive one Pegasystems common share after the applicable vesting conditions are satisfied.

What does the tax-withholding disposition mean in the Pegasystems (PEGA) Form 4?

The tax-withholding disposition represents 1,102 shares used to satisfy tax liabilities triggered by vesting or exercise of equity awards. The company effectively withholds these shares at $34.71 per share rather than the executive selling them in the open market.