[Form 4] Pegasystems Inc Insider Trading Activity

Rhea-AI Filing Summary

Larry Weber, a director of Pegasystems Inc. (PEGA), received equity compensation on 08/15/2025. He was issued 2,374 unrestricted shares of common stock as director compensation at no cash price and was granted a non-statutory stock option to purchase 5,168 shares with an exercise price of $52.66 per share. The option is exercisable immediately and expires 08/15/2035. Following the transactions and a 2-for-1 stock split effected 06/20/2025, the filing reports total beneficial ownership of 13,268 shares. The Form 4 was signed by an attorney-in-fact on 08/19/2025.

Positive

• Director interests aligned with shareholders through equity awards (2,374 shares and a 5,168-share option).
• Option fully vested on grant, simplifying vesting schedule and reducing future service-based vesting contingencies.

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Standard director equity award aligns compensation with shareholders but appears routine and nondisruptive.

The filing documents customary annual director compensation delivered as both unrestricted shares and a fully vested non-statutory option. The award was granted contemporaneously with the director term and the option is immediately exercisable, which is common for board service compensation. The 2-for-1 stock split is disclosed and reflected in the post-transaction beneficial ownership total. There are no indications of unusual dilution, accelerated vesting tied to a transaction, or departures from typical governance disclosure in this Form 4.

Compensation Analyst

TL;DR: Equity grant value is measurable but routine; option exercise price and immediate vesting merit monitoring for tax and accounting treatment.

The option granted covers 5,168 shares at $52.66 exercise price with a 10-year term and immediate exercisability, implying the recipient can convert to shares at any time subject to exercise economics. The issuance of 2,374 unrestricted shares at $0 cash consideration represents direct equity compensation. For investors and modelers, these awards will affect outstanding share count if exercised or retained, but the Form 4 does not indicate material, one-off compensation or extraordinary dilution.

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
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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^*

WEBER LARRY

(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		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/15/2025

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	08/15/2025		A		2,374(1)	A	$0	13,268(2)	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	$52.66	08/15/2025		A		5,168(3)		08/15/2025	08/15/2035	Common stock	5,168	$0	5,168	D

Explanation of Responses:

1. Represents shares of unrestricted common stock received as consideration for the reporting person's service as a Director of the annual term.

2. Total shares beneficially owned reflect a 2-for-1 stock split effected on June 20, 2025.

3. Non-statutory stock option fully vested on issuance and granted as consideration for the reporting person's services as a Director for the annual term.

Remarks:

	/s/ Ewelina Kemp, Attorney-in-Fact for Larry Weber	08/19/2025
	** 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 shares and options did Larry Weber report on the PEGA Form 4?

The Form 4 reports issuance of 2,374 unrestricted common shares and a grant of a non-statutory option for 5,168 shares.

What is the exercise price and term of the stock option reported on PEGA Form 4?

The option has an exercise price of $52.66, is exercisable 08/15/2025, and expires 08/15/2035.

How many shares does Larry Weber beneficially own after the reported transactions?

The filing reports 13,268 shares beneficially owned following the reported transactions, reflecting a 2-for-1 split effective 06/20/2025.

Were the issued shares purchased for cash according to the Form 4?

No; the 2,374 shares were reported as issued with a price of $0, indicating they were awarded as compensation for director services.

When was the Form 4 signed and by whom?

The Form 4 bears the signature of Ewelina Kemp, Attorney-in-Fact for Larry Weber and is dated 08/19/2025.