Pegasystems Insider: 4,478 RSUs Vest; 4,000 Shares Sold Under 10b5-1

Rhea-AI Filing Summary

Reporting person and role: Rifat Kerim Akgonul, Chief Product Officer of Pegasystems Inc. made multiple stock and restricted stock unit transactions in early September 2025.

On 09/05/2025 and 09/07/2025 Ms. Akgonul had restricted stock units vest and were converted into common shares (2,200 and 2,278 RSUs respectively). She acquired those vested shares (at $0 acquisition price) and her beneficial ownership rose to 75,819 shares at peak. Separate market sales executed under a pre-arranged Rule 10b5-1 plan occurred on 09/08/2025, disposing of 2,081 and 1,919 shares at weighted-average prices of $56.55 (range $55.95–$56.89) and $57.43 (range $57.15–$57.63), respectively, reducing holdings to 70,717 shares.

Positive

• RSU vesting disclosed with clear conversion into common shares (2,200 and 2,278 RSUs) showing compensation execution
• Sales executed under a Rule 10b5-1 plan adopted November 25, 2024, indicating pre-arranged and documented trading
• Weighted-average sale prices and ranges disclosed, with an undertaking to provide per-price breakdowns on request

Negative

• Net reduction in beneficial ownership from 75,819 to 70,717 shares following sales on 09/08/2025
• Material proceeds realized via sales (weighted-average prices $56.55 and $57.43) which reduced direct holdings

Insights

Securities Analyst

TL;DR: Insider received RSU vestings and executed pre-arranged sales under a 10b5-1 plan, causing modest net share reduction.

The filings show routine executive compensation events: restricted stock units vested and were converted into shares, increasing direct beneficial ownership before planned market sales reduced holdings. The sales were executed under a documented Rule 10b5-1 plan, with disclosed weighted-average sale prices and price ranges, which supports compliance and limits concerns about opportunistic trading. The net effect is a modest decline from 75,819 to 70,717 shares, indicating routine liquidity management rather than material stake changes.

Corporate Governance Expert

TL;DR: Transactions appear procedural: RSU vesting and Rule 10b5-1 governed sales, which reduce but do not materially alter ownership.

The Form 4 details scheduled vesting terms and the 10b5-1 plan adoption date (November 25, 2024) used for sales on 09/08/2025. Vesting schedules described (25% at the date exercisable, remainder quarterly over three years) are standard. Disclosure of weighted-average sale prices and undertaking to provide per-price details on request enhances transparency. From a governance perspective, filings conform to Section 16 reporting expectations and show documented pre-clearance via a trading plan.

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).

X

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^*

Akgonul Rifat Kerim

(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 Product Officer

3. Date of Earliest Transaction (Month/Day/Year)
09/05/2025

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	09/05/2025		M		2,200(1)	A	$0	74,605	D
Common stock	09/05/2025		F		1,064	D	$53.81	73,541	D
Common stock	09/07/2025		M		2,278(1)	A	$0	75,819	D
Common stock	09/07/2025		F		1,102	D	$55.51	74,717	D
Common stock	09/08/2025		S		2,081(2)	D	$56.55(3)	72,636	D
Common stock	09/08/2025		S		1,919(2)	D	$57.43(4)	70,717	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	09/05/2025		M			2,200	03/05/2025(5)	03/05/2028	Common stock	2,200	$0	22,012	D
Restricted Stock Units(1)	$0	09/07/2025		M			2,278	03/07/2024(5)	03/07/2027	Common stock	2,278	$0	13,670	D

Explanation of Responses:

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

2. Sold pursuant to a pre-arranged trading plan adopted by Mr. Akgonul November 25, 2024 under Rule 10b5-1 of the Securities Exchange Act of 1934, as amended.

3. Represents the weighted average of sale prices, ranging from $55.95 to $56.89. The individual 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.

4. Represents the weighted average of sale prices, ranging from $57.15 to $57.63. The individual 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.

5. This restricted stock unit award vested 25% on the Date Exercisable in Table II, with the remaining 75% vesting in equal quarterly amounts over the remaining 3 years.

Remarks:

	/s/ Ewelina Kemp, Attorney-in-Fact for Rifat Kerim Akgonul	09/09/2025
	** 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.
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FAQ

What insider transactions did PEGA Chief Product Officer report on the Form 4?

The Form 4 reports RSU vestings converted to 2,200 shares on 09/05/2025 and 2,278 shares on 09/07/2025, and market sales of 2,081 and 1,919 shares on 09/08/2025.

Were the sales by the PEGA insider pre-arranged under a trading plan?

Yes. The sales on 09/08/2025 were executed pursuant to a pre-arranged Rule 10b5-1 plan adopted November 25, 2024.

At what prices were the shares sold according to the Form 4?

The Form 4 discloses weighted-average sale prices of $56.55 (range $55.95–$56.89) and $57.43 (range $57.15–$57.63) for the two sales.

How did these transactions affect the insider's holdings in PEGA?

Beneficial ownership rose to 75,819 shares after vesting events and was reduced to 70,717 shares after the reported sales.

What are the vesting terms disclosed for the RSU awards?

Each RSU vests 25% on the Date Exercisable with the remaining 75% vesting in equal quarterly amounts over the following three years.