Pegasystems Inc SEC Filings

Pegasystems insider Alan Trefler filed a notice of proposed sale under Rule 144 to sell 50,000 shares of the company’s common stock on the Nasdaq. The shares are to be sold through Wells Fargo Clearing Services with an indicated aggregate market value of $2,230,219.83, compared with 169,043,716 shares of common stock outstanding. The 50,000 shares were acquired as a gift on 12/19/2025, and the donor originally acquired them on 05/08/1997. The filing also lists multiple prior sales of Pegasystems common shares by Trefler over the past three months, with individual transactions such as 28,354 shares sold on 12/17/2025 for $1,636,309.34 and 37,306 shares sold on 01/22/2026 for $1,855,227.38. By signing, the filer represents that he is not aware of undisclosed material adverse information about the company.

A Form 144 notice reports that an insider plans to sell 7,000 shares of common stock through Morgan Stanley Smith Barney LLC on the NASDAQ, with an approximate aggregate market value of 302155.00 as of the filing. The securities relate to an issuer with 169,043,716 shares outstanding at the time of the notice.

The 7,000 shares to be sold were acquired on 10/24/2025 by exercising stock options under a registered plan, paid for in cash on the same date. The filing also discloses that the same person sold 4,000 common shares on 12/08/2025 for gross proceeds of 240756.00 over the prior three months.

Pegasystems executive John Gerard Higgins reported an acquisition of derivative securities through option vesting. On February 10, 2026, he acquired 84,000 stock options with an exercise price of $31.05 per share, increasing his directly held stock options to 101,500.

These options were originally granted on March 5, 2024 and vest based on Pegasystems’ performance targets for fiscal years ended December 31, 2024 and 2025. The company overachieved its 2025 performance criteria at 160%, triggering vesting of the 84,000 options linked to that performance period.

Pegasystems Chief Product Officer Akgonul Rifat Kerim reported the vesting and acquisition of 72,000 stock options on February 10, 2026. These options, originally granted on March 5, 2024 with a $31.05 exercise price, vested after Pegasystems overachieved its 2025 performance criteria at 160%, bringing his directly held derivative securities to 87,000 options.

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.

Pegasystems Inc.'s SVP and Chief Accounting Officer, Efstathios A. Kouninis, reported the acquisition of stock options tied to company performance. On February 10, 2026, 24,000 stock options with a $31.05 exercise price vested, reflecting overachievement of performance goals for the fiscal year ended December 31, 2025.

These options were originally granted on March 5, 2024 and vest in two installments based on specific performance criteria. Following this vesting event, Kouninis beneficially owns 38,088 derivative securities (stock options) directly.

Pegasystems Inc. executive Leon Trefler acquired additional stock options through performance-based vesting. On February 10, 2026, 84,000 stock options became vested and were reported as acquired at a grant price of $0, with an exercise price of $31.05 per share.

These options relate to an award originally granted on March 5, 2024, which vests in two installments tied to Pegasystems’ performance for fiscal years 2024 and 2025. Pegasystems achieved 160% of the performance criteria for the year ended December 31, 2025, triggering vesting of 84,000 underlying common shares. Following this transaction, Trefler directly holds 101,500 derivative securities linked to Pegasystems common stock.

Pegasystems Inc. adopted a 2026 incentive compensation plan for its executive officers that runs from January 1 through December 31, 2026. The plan funds a bonus pool based on company performance against “Corporate Goals,” with financial goals weighted 75% and strategic goals 25%.

The funding percentage must reach at least 70% for any bonuses to be paid, and can exceed 100% if the board approves an enhanced incentive. Executives may elect to take 50% of their target bonus in RSUs, calculated using 85% of the stock’s closing price, granted in March 2026 and vesting in 2027 subject to plan funding, continued employment, and individual performance.

Pegasystems Inc. files its annual report describing a business focused on AI-powered decisioning and workflow automation for large enterprises and government agencies. The company highlights its Pega Infinity platform, Customer Decision Hub, Customer Service, Workflow Automation, and Legacy Transformation solutions, often delivered via Pega Cloud.

Pegasystems reports an expected $2.1 billion in future revenue from backlog as of December 31, 2025, and notes that international customers contributed 45% of revenue over the last three years. As of January 30, 2026, there were 169,043,716 common shares outstanding, and as of June 30, 2025, non‑affiliate equity was valued at about $5 billion.

The report emphasizes heavy investment in AI, partnerships with major global systems integrators, and a workforce of 5,598 employees worldwide. It also details key risks, including execution of its subscription model, AI regulation, intense competition from large software vendors, cybersecurity threats, and ongoing trade secret litigation with Appian Corp., where a prior multibillion-dollar judgment was reversed and the case was remanded for a new trial.