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Pegasystems (NASDAQ: PEGA) grants director stock and options

(Neutral)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

PEGASYSTEMS INC (PEGA) director Richard H. Jones reported compensation-related equity awards. On 2026-08-15 he received 3,868 shares of unrestricted common stock as consideration for his annual director service and a fully vested non-statutory stock option for 7,947 shares at an exercise price of $32.32, expiring 2036-08-15. The filing also lists indirect holdings of common stock through several family trusts.

Positive

  • None.

Negative

  • None.
Insider JONES RICHARD H
Role Director
Type Security Shares Price Value
Grant/Award Stock Options F2 7,947 $0.00 $0.00
Grant/Award Common stock F1 3,868 $0.00 $0.00
holding Common stock -- -- --
holding Common stock -- -- --
holding Common stock -- -- --
Holdings After Transaction: Stock Options — 7,947 shares (Direct); Common stock — 3,868 shares (Direct); Common stock — 171,168 shares (Indirect, Patricia Jones Cornerstone Trust); Common stock — 759,746 shares (Indirect, Richard H. Jones Revocable Trust); Common stock — 28,678 shares (Indirect, Patricia Jones Revocable Trust)
Footnotes (2)
  1. F1. Represents shares of unrestricted common stock received as consideration for the reporting person's service as a Director for the annual term.
  2. F2. 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.
Unrestricted common stock grant 3,868 shares Shares of unrestricted PEGA common stock granted for annual director service
Stock option shares 7,947 shares Non-statutory stock option covering PEGA common stock, fully vested on issuance
Option exercise price $32.32 per share Exercise price of non-statutory stock option granted on 2026-08-15
Option expiration 2036-08-15 Expiration date of the non-statutory stock option award
Indirect holdings – Patricia Jones Cornerstone Trust 171,168 shares Indirect PEGA common stock position reported through this trust
Indirect holdings – Richard H. Jones Revocable Trust 759,746 shares Indirect PEGA common stock position reported through this revocable trust
Indirect holdings – Patricia Jones Revocable Trust 28,678 shares Indirect PEGA common stock position reported through this revocable trust
Non-statutory stock option financial
"Non-statutory stock option fully vested on issuance and granted as consideration"
A non-statutory stock option is a company-granted right that lets a person buy shares later at a set price but does not receive special tax-favored treatment under tax law. It matters to investors because when the option is used the holder usually pays ordinary income tax on the gain and the company records compensation cost and issues new shares, which can reduce existing owners’ percentage ownership—think of it like a coupon to buy stock that creates a taxable event and some dilution.
unrestricted common stock financial
"Represents shares of unrestricted common stock received as consideration"
Revocable Trust financial
"Richard H. Jones Revocable Trust"
A revocable trust is a legal arrangement where the person who creates it keeps control and can change or cancel the trust at any time, while naming who will manage and receive the assets later. Think of it like a flexible folder for your investments and property that can be relabeled or reworked as circumstances change; it matters to investors because it determines how ownership is recorded, how easily assets transfer on incapacity or death, and whether holdings bypass public probate proceedings.
exercise price financial
"conversion_or_exercise_price": "32.3200""
The exercise price is the fixed amount at which you can buy or sell an asset, like a stock, when using an options contract. It matters because it helps determine whether exercising the option will be profitable or not, depending on the current market price. Think of it as the set price you agree on today to buy or sell later.

FAQ

What equity awards did PEGA director Richard H. Jones receive on August 15, 2026?

Richard H. Jones received 3,868 shares of unrestricted common stock and a fully vested stock option for 7,947 shares of PEGA common stock as consideration for his annual term of service as a director.

What is the exercise price and expiration date of Richard H. Jones’s new PEGA stock options?

The non-statutory stock option covers 7,947 shares of PEGA common stock at an exercise price of $32.32 per share and expires on August 15, 2036, according to the Form 4 disclosure footnote.

Are Richard H. Jones’s newly granted PEGA stock options immediately vested?

Yes. The filing states the non-statutory stock option is fully vested on issuance and was granted as consideration for Richard H. Jones’s services as a PEGA director for the annual term, meaning no additional vesting schedule applies.

How many PEGA shares does Richard H. Jones hold indirectly through the Patricia Jones Cornerstone Trust?

The Form 4 reports that the Patricia Jones Cornerstone Trust holds 171,168 shares of PEGA common stock indirectly attributable to Richard H. Jones, reflecting one of several trust-related indirect ownership positions disclosed.

What indirect PEGA shareholdings are reported for the Richard H. Jones Revocable Trust?

The filing shows the Richard H. Jones Revocable Trust holding 759,746 shares of PEGA common stock indirectly. This position is reported separately from Richard H. Jones’s direct holdings and other family trust holdings in the Form 4.

How many PEGA shares are held through the Patricia Jones Revocable Trust according to the Form 4?

According to the disclosure, the Patricia Jones Revocable Trust holds 28,678 shares of PEGA common stock indirectly associated with Richard H. Jones, in addition to indirect holdings reported for the Patricia Jones Cornerstone Trust and the Richard H. Jones Revocable Trust.

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Learn about SEC filing dates
SEC Form 4
FORM 4UNITED 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*
JONES RICHARD H

(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)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
08/15/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Common stock08/15/2026A3,868(1)A$03,868D
Common stock171,168IPatricia Jones Cornerstone Trust
Common stock759,746IRichard H. Jones Revocable Trust
Common stock28,678IPatricia Jones Revocable Trust
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Stock Options$32.3208/15/2026A7,947(2)08/15/202608/15/2036Common stock7,947$07,947D
Explanation of Responses:
1. Represents shares of unrestricted common stock received as consideration for the reporting person's service as a Director for the annual term.
2. 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 Richard H. Jones08/18/2026
** Signature of Reporting PersonDate
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)