96,000 Pegasystems (PEGA) options vest for COO/CFO Stillwell

Rhea-AI Filing Summary

Pegasystems COO and CFO Kenneth Stillwell reported an acquisition of 96,000 stock options on common stock through vesting of a prior grant. The options, with an exercise price of $31.05, were originally granted on March 5, 2024 and vest based on performance goals.

The award vests in two installments: 25% after the first anniversary of the grant tied to fiscal 2024 performance, and 75% after the second anniversary tied to fiscal 2025 performance. Pegasystems achieved 160% of the fiscal 2025 performance criteria, causing 96,000 options to vest and be held directly by Stillwell.

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

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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^*

STILLWELL KENNETH

(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)
	COO, CFO

3. Date of Earliest Transaction (Month/Day/Year)
02/10/2026

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

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	$31.05	02/10/2026		A		96,000(1)		03/05/2025	03/05/2034	Common stock	96,000	$0	96,000	D

Explanation of Responses:

1. On March 5, 2024, the reporting person was granted an option to purchase shares of Pegasystems common stock. The option vests in two installments, with 25% to vest on the first anniversary of the date of grant based on the Pegasystems' satisfaction of certain performance criteria for the fiscal year ended December 31, 2024, and 75% to vest on the second anniversary of the date of grant based on Pegasystems' satisfaction of certain performance criteria for the fiscal year ended December 31, 2025. Pegasystems overachieved the performance criteria for the fiscal year ended December 31, 2025 at 160%, resulting in vesting of the option as to 96,000 shares.

Remarks:

	/s/ Ewelina Kemp, Attorney-in-Fact for Kenneth Stillwell	02/12/2026
	** 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.
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FAQ

What insider transaction did Pegasystems (PEGA) report for Kenneth Stillwell?

Pegasystems reported that COO and CFO Kenneth Stillwell acquired 96,000 stock options through vesting of a prior grant. The options relate to common stock and became exercisable after the company met specified performance goals tied to fiscal year 2025 results.

How many Pegasystems (PEGA) stock options vested for Kenneth Stillwell?

A total of 96,000 Pegasystems stock options vested for Kenneth Stillwell. These options are tied to a March 5, 2024 grant and were triggered when Pegasystems exceeded fiscal 2025 performance criteria, reaching 160% of the targeted performance level.

What was the grant date and exercise price of Kenneth Stillwell’s Pegasystems (PEGA) options?

The options were granted on March 5, 2024, with an exercise price of $31.05 per share. They vest in two performance-based tranches linked to Pegasystems’ financial results for fiscal years 2024 and 2025, with the larger portion tied to 2025 performance.

Why did 96,000 Pegasystems (PEGA) options vest for Kenneth Stillwell in February 2026?

The 96,000 options vested because Pegasystems overachieved its fiscal 2025 performance criteria at 160%. This overachievement satisfied the second performance installment of a March 2024 option grant, causing the remaining performance-based portion to vest for Stillwell.

What performance conditions were attached to Kenneth Stillwell’s Pegasystems (PEGA) option grant?

The grant vests 25% on the first anniversary of March 5, 2024 based on fiscal 2024 performance, and 75% on the second anniversary based on fiscal 2025 performance. Pegasystems’ fiscal 2025 performance reached 160% of its criteria, triggering vesting of 96,000 options.

How is Kenneth Stillwell’s ownership of the Pegasystems (PEGA) options classified?

The 96,000 vested stock options are reported as directly owned by Kenneth Stillwell. The filing classifies the ownership form as direct, indicating they are held in his name rather than through an intermediate entity such as a trust or partnership.