Pegasystems Insider Report: Director Receives Shares and Vested Options

Rhea-AI Filing Summary

Pegasystems insider filing by Richard H. Jones reports director compensation and ownership changes. The Form 4 shows Mr. Jones holds shares indirectly through three trusts totaling 914, (962)? Wait — I must not speculate. I will only report stated figures: the filing lists indirect holdings of 171,168, 714,116, and 28,678 shares (reflecting a 2-for-1 split on June 20, 2025). On 08/15/2025 he received 2,374 unrestricted shares as director compensation and 5,168 non-statutory options were granted and vested the same day with a $52.66 exercise price and 08/15/2035 expiration. The form is signed by an attorney-in-fact on 08/19/2025.

Positive

• Director compensation disclosed as equity (2,374 shares and 5,168 vested options), showing alignment of management interests with shareholders
• Clear beneficial ownership reporting through trusts and explicit note of a 2-for-1 stock split on 06/20/2025

Negative

• None.

Insights

Financial Analyst

TL;DR: Routine director equity compensation: share award plus vested options; ownership reported via trusts after a June 2025 stock split.

The filing documents standard annual director compensation delivered as 2,374 shares and 5,168 non-statutory options (exercise price $52.66, expires 08/15/2035), both dated 08/15/2025. Total indirect holdings are reported as 171,168, 714,116, and 28,678 shares, and the statement notes a 2-for-1 split on 06/20/2025. For investors this is a disclosure of insider alignment rather than an operational or financial performance update.

Corporate Governance Expert

TL;DR: Filing reflects compensation governance: equity grants for director service with documentation of beneficial ownership through trusts.

The report indicates director compensation was paid in equity: unrestricted shares and non-statutory options that vested on grant. Ownership is shown indirectly via three trusts, and all changes are disclosed on Form 4 with a signature by an attorney-in-fact. This is a routine compliance disclosure consistent with Section 16 reporting requirements.

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^*

JONES RICHARD H

(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								171,168(1)	I	Patricia Jones Cornerstone Trust
Common stock								714,116(1)	I	Richard H. Jones Revocable Trust
Common stock								28,678(1)	I	Patricia Jones Revocable Trust
Common stock	08/15/2025		A		2,374(2)	A	$0	49,726(1)	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 Options	$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. Total shares beneficially owned reflect a 2-for-1 stock split effected on June 20, 2025.

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

3. Non-statutory stock options 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 Richard H. Jones	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 did Richard H. Jones report on Form 4 for PEGA?

The Form 4 reports receipt of 2,374 unrestricted shares and 5,168 non-statutory options on 08/15/2025, plus indirect holdings through three trusts.

How many options were granted to the director and what is the exercise price?

The filing shows 5,168 options granted and vested on 08/15/2025 with an exercise price of $52.66 and an expiration date of 08/15/2035.

Did the filing reflect a stock split for Pegasystems (PEGA)?

Yes. The Form 4 states that total shares beneficially owned reflect a 2-for-1 stock split effected on 06/20/2025.

Are the reported shares held directly by Richard H. Jones?

According to the filing, the reported holdings are indirect and held through the Patricia Jones Cornerstone Trust, Richard H. Jones Revocable Trust, and Patricia Jones Revocable Trust.

Who signed the Form 4 and when was it filed?

The Form 4 is signed by Ewelina Kemp, Attorney-in-Fact for Richard H. Jones and dated 08/19/2025.