Alan Trefler reports trust transfers, sells ~45k PEGA shares under 10b5-1

Rhea-AI Filing Summary

Alan N. Trefler, CEO and Chairman of Pegasystems Inc. (PEGA), reported multiple internal transfers and routine open-market sales of common stock. The Form 4 shows transfers among several Trefler family trusts and trust formations, including the creation of The Trefler 2025 Trust and movements into an Irrevocable Non-GST Trust of 2022. On 09/16/2025 Mr. Trefler sold 42,672 shares at a weighted average price of $57.79–$58.78 and 2,328 shares at $58.79–$59.25 under a pre-arranged Rule 10b5-1 trading plan. Following the transactions, total reported beneficial ownership remains large (about 45.07 million shares). The filings reflect estate and trust reorganization plus planned, pre-arranged sales rather than opportunistic trading.

Positive

• Use of a Rule 10b5-1 trading plan demonstrates pre-arranged, compliant insider sales and governance controls
• Transparent disclosure of weighted-average sale prices and willingness to provide detailed price-by-price information to the SEC or shareholders
• Transfers are identified as exempt, indicating internal estate/trust reorganizations rather than market disposals

Negative

• Reported open-market sales of 45,000 shares occurred, which provides liquidity to the reporting person
• Complex series of trust transfers may require additional documentation for shareholders seeking clarity on long-term control and succession

Insights

Securities Analyst

TL;DR: Insider executed planned trust transfers and modest Rule 10b5-1 sales; ownership scale unchanged materially.

These Form 4 entries document internal transfers between multiple grantor retained annuity trusts and irrevocable trusts, plus sales executed under a Rule 10b5-1 plan. The reported open-market disposals total 45,000 shares at weighted-average prices in the high $50 range, while aggregate beneficial ownership remains approximately 45.07 million shares. From a market-impact perspective these sales are small relative to total holdings and consistent with scheduled liquidity or estate planning rather than an operational signal about company performance. Disclosure of the 10b5-1 plan and undertaking to provide price-by-price sale details improves transparency.

Corporate Governance Expert

TL;DR: Transactions appear to be estate planning and rule-compliant insider sales with appropriate disclosure.

The Form 4 shows exempt transfers among related trusts and the establishment of a 2025 trust, indicating estate or succession planning activity. The CEO sold shares pursuant to a Rule 10b5-1 trading plan adopted on November 6, 2024, and the filing provides weighted-average prices and offers to supply detailed sale breakdowns on request, which aligns with best-practice insider trading controls. No evidence in the form indicates undisclosed related-party transactions or unusual derivative activity.

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).

1. Name and Address of Reporting Person^*

TREFLER ALAN

(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	X	10% Owner
X	Officer (give title below)		Other (specify below)
	C.E.O. & Chairman

3. Date of Earliest Transaction (Month/Day/Year)
09/15/2025

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								10,879,283(1)	I	Alan N. Trefler Grantor Retained Annuity Trust I of 2024
Common stock								8,703,426(1)	I	Alan N. Trefler Grantor Retained Annuity Trust II of 2024
Common stock	09/15/2025		G		2,071,585(2)	D	$0	1,139,421	I	Alan N. Trefler Irrevocable Non-GST Trust of 2022
Common stock	09/15/2025		G		2,071,585(2)	A	$0	2,071,585	I	The Trefler 2025 Trust
Common stock	09/16/2025		G		6,798,085(3)	D	$0	0(1)	I	Alan N. Trefler Grantor Retained Annuity Trust I of 2023
Common stock	09/16/2025		G		2,939,019(3)	D	$0	0(1)	I	Alan N. Trefler Grantor Retained Annuity Trust II of 2023
Common stock	09/16/2025		G		9,737,104(3)	A	$0	10,876,525	I	Alan N. Trefler Irrevocable Non-GST Trust of 2022
Common stock	09/16/2025		S		42,672(4)	D	$58.18(5)	45,071,692(6)	D
Common stock	09/16/2025		S		2,328(4)	D	$58.93(7)	45,069,364(6)	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

Explanation of Responses:

1. Reflects exempt transfers between the reporting person and the trust described in the Nature of Indirect Beneficial Ownership column .

2. Transfer of shares from the Alan N. Trefler Irrevocable Non-GST Trust of 2022 to The Trefler 2025 Trust.

3. Transfers of shares from the Alan N. Trefler Grantor Retained Annuity Trust I of 2023 and the Alan N. Trefler Grantor Retained Annuity Trust II of 2023 to the Alan N. Trefler Irrevocable Non-GST Trust of 2022.

4. Sold pursuant to a pre-arranged trading plan adopted by Mr. Trefler on November 6, 2024 under Rule 10b5-1 of the Securities Exchange Act of 1934, as amended.

5. Represents the weighted average of sale prices, ranging from $57.79 to $58.78. The reporting person has provided the Company, and undertakes to provide to the staff of the Security and Exchange Commission or any security holder of the Company, upon request, full information regarding the number of shares sold at each separate price.

6. Reflects exempt transfers between the reporting person and the grantor retained annuity trusts described on this Form 4.

7. Represents the weighted average of sale prices, ranging from $58.79 to $59.25. The reporting person has provided the Company, and undertakes to provide to the staff of the Security and Exchange Commission or any security holder of the Company, upon request, full information regarding the number of shares sold at each separate price.

Remarks:

	/s/ Ewelina Kemp, Attorney-in-Fact for Alan Trefler	09/17/2024
	** 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.
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FAQ

What transactions did PEGA insider Alan Trefler report on the Form 4?

Answer: The Form 4 reports exempt transfers among multiple grantor retained annuity trusts and irrevocable trusts, the creation/movement into The Trefler 2025 Trust, and open-market sales of 42,672 shares and 2,328 shares on 09/16/2025.

Were any shares sold under a trading plan (10b5-1) by PEGA insider Alan Trefler?

Answer: Yes. The filing states the shares sold were pursuant to a pre-arranged Rule 10b5-1 trading plan adopted on November 6, 2024.

What prices were reported for the PEGA insider sales?

Answer: The weighted-average sale prices reported range from $57.79 to $58.78 for one tranche and $58.79 to $59.25 for the other; the filer offered to provide detailed price-by-price sale information on request.

How many PEGA shares does Alan Trefler beneficially own after the transactions?

Answer: The Form 4 shows total reported beneficial ownership of approximately 45.07 million shares following the reported transactions.

Do the filings show any derivative transactions by the PEGA reporting person?

Answer: No derivative securities transactions are reported on this Form 4; Table II contains no exercisable or outstanding derivative entries.