Pegasystems (NASDAQ: PEGA) 10% owner converts RSUs, disposes shares

Rhea-AI Filing Summary

PEGASYSTEMS INC executive John Gerard Higgins reported routine equity compensation activity involving restricted stock units and common shares. On June 4 and 5, 2026, he exercised restricted stock units into a total of 3,816 shares of common stock and had 2,130 shares withheld to cover tax liabilities through tax-withholding dispositions. Each restricted stock unit converts into one share of common stock upon vesting, with 25% vesting initially and the remaining 75% in equal quarterly installments over three years. After these transactions, he directly held 55,457 shares of PEGASYSTEMS common stock.

Insights

Equity compensation and insider-transactions analyst

Routine RSU vesting and tax withholding; no open-market buying or selling.

The filing shows John Gerard Higgins, Chief, Client & Partner Success at PEGASYSTEMS INC, exercising restricted stock units into 3,816 common shares. These are compensation-related conversions, not open-market purchases, and reflect normal equity vesting.

Two F-code entries document 2,130 shares withheld at prices of $35.11 and $35.44 per share to cover taxes. Such tax-withholding dispositions are mechanical and do not indicate a discretionary decision to sell shares on the open market.

Following the transactions, Higgins directly holds 55,457 common shares. With no open-market buy or sell codes and no remaining derivative positions listed, the activity appears routine and primarily administrative from an investment-signal perspective.

Insider Trade Summary

Net Buyer: 1,686 shares

Net Buy 6 txns

Insider Higgins John Gerard

Role Chief, Client &Partner Success

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	2,200	$0.00	$0.00
Exercise	Common stock	2,200	$0.00	$0.00
Exercise Price or Tax Liability	Common stock	1,228	$35.44	$44K
Exercise	Restricted Stock Units	1,616	$0.00	$0.00
Exercise	Common stock	1,616	$0.00	$0.00
Exercise Price or Tax Liability	Common stock	902	$35.11	$32K

Holdings After Transaction: Restricted Stock Units — 33,178 shares (Direct); Common stock — 55,457 shares (Direct)

Footnotes (2)

1. F1. Each restricted stock unit represents the right to receive, following vesting, one share of the issuer's common stock.
2. F2. 25% of the restricted stock units vested on the Date Exercisable in Table II, and the remaining 75% vest in equal quarterly installments over the following three years.

Key Figures

RSU shares exercised: 3,816 shares Shares withheld for taxes: 2,130 shares Tax-withholding price June 4: $35.11 per share +4 more

7 metrics

RSU shares exercised 3,816 shares Restricted stock units converted to common stock on June 4–5, 2026

Shares withheld for taxes 2,130 shares Tax-withholding dispositions on June 4 and 5, 2026

Tax-withholding price June 4 $35.11 per share F-code disposition of 902 common shares

Tax-withholding price June 5 $35.44 per share F-code disposition of 1,228 common shares

Common shares held after transactions 55,457 shares Direct ownership following June 5, 2026 transactions

RSU balance after June 4 17,770 units Restricted stock units outstanding after June 4, 2026 exercise

RSU balance after June 5 15,408 units Restricted stock units outstanding after June 5, 2026 exercise

Key Terms

Restricted Stock Units, tax-withholding disposition, derivative exercise/conversion, vesting, +1 more

5 terms

Restricted Stock Units financial

"Each restricted stock unit represents the right to receive, following vesting, one share"

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

"Payment of exercise price or tax liability by delivering securities"

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

"Exercise or conversion of derivative security"

vesting financial

"25% of the restricted stock units vested on the Date Exercisable in Table II"

Vesting is the process by which you earn full ownership of something, like company stock or a retirement benefit, over time. It’s like earning the right to keep a gift piece by piece the longer you stay with a company, making sure employees stay committed before they receive all the benefits.

equal quarterly installments financial

"remaining 75% vest in equal quarterly installments over the following three years"

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 06/08/2026 - 04:10 PM Accepted by SEC EDGAR 06/08/2026 - 04:10 PM Learn about SEC filing dates

FAQ

What insider transactions did PEGA executive John Gerard Higgins report?

John Gerard Higgins reported exercising restricted stock units into 3,816 shares of PEGASYSTEMS common stock and 2,130 shares withheld to cover tax liabilities. All activity reflects equity compensation vesting and tax withholding, with no open-market purchases or sales disclosed in this Form 4.

Did John Gerard Higgins buy or sell PEGA stock on the open market?

No open-market buys or sells are shown. The Form 4 reports M-code derivative exercises of restricted stock units and F-code tax-withholding dispositions. These are compensation and tax events rather than discretionary market trades in PEGASYSTEMS INC common stock.

How many PEGASYSTEMS common shares does John Gerard Higgins hold after these transactions?

After the reported transactions, John Gerard Higgins directly holds 55,457 shares of PEGASYSTEMS INC common stock. This reflects the net result of restricted stock unit conversions into common shares and tax-withholding share dispositions recorded on June 4 and June 5, 2026.

What do the F and M transaction codes mean in this PEGA Form 4?

M codes show derivative exercises, here restricted stock units converting into common shares. F codes show shares withheld to pay taxes. In this PEGA filing, M entries add 3,816 shares from RSU vesting, while F entries withhold 2,130 shares for tax obligations.

How do restricted stock units affect PEGA insider share ownership in this filing?

Each restricted stock unit converts into one PEGASYSTEMS share upon vesting. In this filing, vested RSUs added 3,816 common shares for John Gerard Higgins. A portion of those shares was then withheld to satisfy tax liabilities, leaving 55,457 shares directly owned afterward.

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).

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^*

Higgins John Gerard

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief, Client &Partner Success

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/04/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form 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)
			Code	V	Amount	(A) or (D)	Price
Common stock	06/04/2026		M		1,616	A	$0	55,387	D
Common stock	06/04/2026		F		902	D	$35.11	54,485	D
Common stock	06/05/2026		M		2,200	A	$0	56,685	D
Common stock	06/05/2026		F		1,228	D	$35.44	55,457	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(1)	$0	06/04/2026		M			1,616	03/04/2026(2)	03/04/2029	Common stock	1,616	$0	17,770	D
Restricted Stock Units(1)	$0	06/05/2026		M			2,200	03/05/2025(2)	03/05/2028	Common stock	2,200	$0	15,408	D

Explanation of Responses:

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

2. 25% of the restricted stock units vested on the Date Exercisable in Table II, and the remaining 75% vest in equal quarterly installments over the following three years.

Remarks:

	/s/Kathryn Leach, Attorney-in-Fact for John Gerard Higgins	06/08/2026
	** 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).
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)