Pegasystems (PEGA) SVP granted options and RSUs, settles taxes in shares

Rhea-AI Filing Summary

Pegasystems Inc. reported multiple equity transactions by SVP and Chief Accounting Officer Efstathios A. Kouninis. On March 3, 2026, he was granted a stock option for 11,390 shares and restricted stock unit awards of 4,469 and 1,961 units, each at $0.0000 per share. The option and one RSU grant vest 25% initially with the remaining 75% vesting in equal quarterly installments over three years, while another RSU grant is tied to the Company’s Corporate Incentive Compensation Plan (CICP) performance for the year ending December 31, 2026. On March 4, 2026, restricted stock units were converted into common stock, and tax liabilities were settled through dispositions of 313 and 655 common shares at $45.0100 per share. Each restricted stock unit represents the right to receive one share of common stock after vesting, and one RSU award vested 100% based on CICP performance for the year ended December 31, 2025.

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)
03/03/2026

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
Common stock	03/04/2026		M		1,292(1)	A	$0	2,542	D
Common stock	03/04/2026		F		313	D	$45.01	2,229	D
Common stock	03/04/2026		M		2,208(1)	A	$0	4,437	D
Common stock	03/04/2026		F		655	D	$45.01	3,782	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 Option	$45.01	03/03/2026		A		11,390		03/03/2027(2)	03/03/2036	Common stock	11,390	$0	11,390	D
Restricted Stock Units	$0	03/03/2026		A		4,469(1)		03/03/2027(3)	03/03/2030	Common stock	4,469	$0	4,469	D
Restricted Stock Units	$0	03/03/2026		A		1,961(1)		03/03/2027(4)	03/03/2027	Common stock	1,961	$0	1,961	D
Restricted Stock Units	$0	03/04/2026		M			1,292(1)	03/04/2026(3)	03/04/2029	Common stock	1,292	$0	3,878	D
Restricted Stock Units	$0	03/04/2026		M			2,208(1)	03/04/2026(5)	03/04/2026	Common stock	2,208	$0	0	D

Explanation of Responses:

1. Each restricted stock unit represents the right to receive, following vesting, one share of common stock.

2. This stock option vests as to 25% of the shares subject thereto on the Date Exercisable in Table II, with the remaining 75% vesting in equal quarterly amounts over the following three years.

3. 25% of the restricted stock units vest on the Date Exercisable in Table II, and the remaining 75% vest in equal quarterly installments over the following three years.

4. This award represents the election by the individual, as part of the Company's Corporate Incentive Compensation Plan (CICP), to receive half of their annual bonus in restricted share units. This restricted stock unit award vests 100% on the Date Exercisable in Table II, subject to attainment of the CICP performance threshold funding for the year ending December 31, 2026.

5. This restricted stock unit award vested 100% based on the achievement of performance conditions under the Company's CICP related to the Company's financial results for the year ended December 31, 2025.

Remarks:

	/s/ Ewelina Kemp, Attorney-in-Fact for Efstathios A. Kouninis	03/05/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transactions did Pegasystems (PEGA) report for March 2026?

Pegasystems reported that SVP and Chief Accounting Officer Efstathios A. Kouninis received stock option and restricted stock unit grants, plus derivative exercises and tax-withholding share dispositions in early March 2026, all related to equity compensation and company incentive plans.

How many Pegasystems (PEGA) stock options were granted to the SVP CAO?

The SVP and Chief Accounting Officer received a stock option covering 11,390 shares of Pegasystems common stock. The option vests 25% initially, with the remaining 75% vesting in equal quarterly amounts over the following three years, according to the disclosed vesting schedule.

What restricted stock unit (RSU) grants did Pegasystems (PEGA) disclose?

Pegasystems disclosed RSU grants of 4,469 and 1,961 units to the SVP CAO. Each restricted stock unit represents the right to receive one share of common stock after vesting, with vesting tied to time-based schedules and the Corporate Incentive Compensation Plan performance conditions.

How do Pegasystems (PEGA) RSUs related to the CICP vest?

One RSU award represents an election to take half of an annual bonus in restricted share units under the CICP. This award vests 100% on the specified exercisable date, subject to attainment of the CICP performance threshold funding for the year ending December 31, 2026.

What share dispositions for taxes were reported for Pegasystems (PEGA)?

The filing shows tax-withholding dispositions of 313 and 655 shares of Pegasystems common stock at $45.0100 per share. These transactions are coded as payment of tax liability by delivering securities rather than open-market sales, according to the transaction descriptions.

How do Pegasystems (PEGA) RSUs convert into common stock for the SVP CAO?

Each restricted stock unit represents one future share of Pegasystems common stock after vesting. On March 4, 2026, RSUs were exercised or converted into common stock, with resulting common share holdings updated while some shares were used to satisfy tax obligations.