Pegasystems (PEGA) SVP, Chief Accounting Officer gains 24,000 vested stock options

Rhea-AI Filing Summary

Pegasystems Inc.'s SVP and Chief Accounting Officer, Efstathios A. Kouninis, reported the acquisition of stock options tied to company performance. On February 10, 2026, 24,000 stock options with a $31.05 exercise price vested, reflecting overachievement of performance goals for the fiscal year ended December 31, 2025.

These options were originally granted on March 5, 2024 and vest in two installments based on specific performance criteria. Following this vesting event, Kouninis beneficially owns 38,088 derivative securities (stock options) directly.

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^*

KOUNINIS EFSTATHIOS A

(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)
	SVP, Chief Accounting Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/10/2026

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

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	$31.05	02/10/2026		A		24,000(1)		03/05/2025	03/05/2034	Common stock	24,000	$0	38,088	D

Explanation of Responses:

1. On March 5, 2024, the reporting person was granted an option to purchase shares of Pegasystems common stock. The option vests in two installments, with 25% to vest on the first anniversary of the date of grant based on the Pegasystems' satisfaction of certain performance criteria for the fiscal year ended December 31, 2024, and 75% to vest on the second anniversary of the date of grant based on Pegasystems' satisfaction of certain performance criteria for the fiscal year ended December 31, 2025. Pegasystems overachieved the performance criteria for the fiscal year ended December 31, 2025 at 160%, resulting in vesting of the option as to 24,000 shares.

Remarks:

	/s/ Ewelina Kemp, Attorney-in-Fact for Efstathios A. Kouninis	02/12/2026
	** 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).
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FAQ

What insider transaction did Pegasystems (PEGA) report for Efstathios Kouninis?

Pegasystems reported that SVP and Chief Accounting Officer Efstathios Kouninis acquired 24,000 stock options through vesting. These options relate to a 2024 grant and became exercisable after the company exceeded defined performance criteria for the 2025 fiscal year.

How many Pegasystems (PEGA) stock options vested for the SVP, Chief Accounting Officer?

A total of 24,000 Pegasystems stock options vested for the SVP, Chief Accounting Officer. The vesting was triggered after Pegasystems overachieved its fiscal 2025 performance criteria at 160%, satisfying conditions tied to a March 5, 2024 option grant.

What is the exercise price of the Pegasystems (PEGA) stock options granted to Efstathios Kouninis?

The vested Pegasystems stock options carry an exercise price of $31.05 per share. These options stem from a March 5, 2024 grant and vest based on Pegasystems meeting specified performance criteria for fiscal years 2024 and 2025.

How many Pegasystems (PEGA) derivative securities does Efstathios Kouninis own after this Form 4 transaction?

After this transaction, Efstathios Kouninis beneficially owns 38,088 Pegasystems derivative securities, all in the form of stock options. The reported amount is held directly and reflects the additional 24,000 options that vested on February 10, 2026.

What performance targets triggered the vesting of Pegasystems (PEGA) options reported on this Form 4?

The vesting was triggered by Pegasystems’ satisfaction of performance criteria for the fiscal year ended December 31, 2025. The company overachieved these criteria at 160%, leading to the vesting of 24,000 stock options from a March 5, 2024 grant.

How are the Pegasystems (PEGA) options granted to Efstathios Kouninis structured to vest?

The options granted on March 5, 2024 vest in two performance-based installments. Twenty-five percent vests on the first anniversary tied to 2024 performance, and seventy-five percent vests on the second anniversary based on Pegasystems’ 2025 performance criteria being satisfied or exceeded.