Pegasystems (PEGA) Form 4: Trefler RSUs Vest, Minor Dispositions

Rhea-AI Filing Summary

Leon Trefler, Chief of Clients and Markets at Pegasystems Inc. (PEGA), reported routine equity transactions tied to restricted stock unit vesting and small open-market sales. The filing shows 1,176 RSUs vested (release 9/2/2025) and 384 RSUs vested (release 9/2/2025), each converted to common stock. The report records open-market dispositions of 463 and 152 shares on 9/01/2025 and 9/02/2025 respectively at $54.21 per share. Following these transactions and a previously effected 2-for-1 forward stock split (effective 6/20/2025), Trefler's beneficial ownership is reported as 115,853.994 shares (direct). The filing includes a correction to previously reported direct holdings that were understated on a pre-split basis.

Positive

• Scheduled RSU vesting occurred as described: 1,176 and 384 RSUs vested with release on 9/2/2025
• Correction to prior reporting was made and all share amounts were restated to reflect the 2-for-1 forward stock split effective 6/20/2025

Negative

• Open-market dispositions of 463 and 152 shares were reported on 9/01/2025 and 9/02/2025 at $54.21 per share
• Administrative error led to previously incorrect reporting of directly held shares (pre-split), necessitating this correction

Insights

Financial Analyst

TL;DR: Insider vesting plus small sales; transactions appear routine and limited in market impact.

The filing documents scheduled vesting of restricted stock units and modest open-market sales at $54.21 per share. The amounts disposed (463 and 152 shares) are immaterial relative to total reported beneficial ownership (~115,854 shares) after a 2-for-1 split. The correction to prior reporting restores accuracy of direct holdings. For investors, these actions reflect compensation-related liquidity rather than a significant directional bet.

Corporate Governance Expert

TL;DR: Governance procedures reflected: vesting schedule, release dates, and a corrected ownership record.

The Form 4 discloses standard RSU vesting mechanics (initial 20% then quarterly installments) with specified release dates and documents an administrative correction to pre-split reporting. The signature by an attorney-in-fact is present, and the filing cites the forward split adjustment. These elements indicate adherence to reporting requirements and corrective disclosure practices.

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 Leon

(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)
	Chief of Clients and Markets

3. Date of Earliest Transaction (Month/Day/Year)
09/01/2025

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	09/01/2025		M		1,176(1)	A	$0	116,084.994	D
Common stock	09/01/2025		F		463	D	$54.21	115,621.994	D
Common stock	09/02/2025		M		384(2)	A	$0	116,005.994	D
Common stock	09/02/2025		F		152	D	$54.21	115,853.994(3)	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(4)	$0	09/01/2025		M			1,176(1)	03/01/2023	03/01/2027	Common stock	1,176	$0	7,052(5)	D
Restricted Stock Units(4)	$0	09/02/2025		M			384(2)	03/02/2022	03/02/2026	Common stock	384	$0	768(5)	D

Explanation of Responses:

1. Represents a 5% vesting on September 1, 2025, with a release date of September 2, 2025, the first business day following vesting. The original grant was 11,754 restricted stock units, with 20% vesting on March 1, 2023, with the remaining 80% vesting in equal quarterly installments over the remaining four years.

2. Represents a 5% vesting on September 2, 2025. The original grant was 3,843 restricted stock units, with 20% vesting on March 2, 2022, with the remaining 80% vesting in equal quarterly installments over the remaining four years.

3. Beneficial ownership totals reflect Pegasystems Inc.'s 2-for-1 forward stock split effectuated on June 20, 2025, and a correction to the number of shares directly held, which was previously incorrectly reported as lower (on a pre-split basis) due to an administrative error.

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

5. 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 Leon 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.
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 transactions did Leon Trefler report on Form 4 for PEGA?

The Form 4 reports RSU vesting (1,176 and 384 RSUs) and open-market sales of 463 and 152 shares on 9/01/2025 and 9/02/2025 respectively at $54.21 per share.

How many shares does Leon Trefler beneficially own after the reported transactions?

After the reported transactions and a 2-for-1 forward split, beneficial ownership is reported as 115,853.994 shares (direct).

Why were RSUs released on September 2, 2025?

The filing states certain RSUs had scheduled vesting (5% vesting events) with a release date on the first business day following vesting, which was 9/2/2025.

Was there any correction to prior filings?

Yes. The filing notes a correction to the number of directly held shares that had been reported lower on a pre-split basis due to an administrative error.

Did the filing reflect a stock split for PEGA?

Yes. All share amounts were restated to reflect a 2-for-1 forward stock split of Pegasystems Inc.'s common stock effective 6/20/2025.