[SCHEDULE 13G/A] Pegasystems Inc SEC Filing

Rhea-AI Filing Summary

Classover Holdings (Nasdaq: KIDZ; KIDZW) filed S-1/A Amendment No. 3 to register 151.6 million shares, including 17.25 million new shares issuable upon exercise of $11.50 Public Warrants and 134.3 million shares for resale by existing holders.

• Capital inflows if exercised: full cash exercise of Public Warrants could provide ≈ $198.4 million.
• Additional financing lines: • $400 million Equity Purchase Facility Agreement (EPFA) with Solana Strategic Holdings (shares sold at 95 % of market price, max 4.99 % ownership cap). • Up to $500 million 7 % senior secured convertible notes with Solana Growth Ventures; $11 million issued to date, convertible at $7.36.
• PIPE financing: 5,000 Series B preferred shares raised net $4.75 million; convertible into 23.45 million Class B shares.
• Business Combination: Closed 4 Apr 2025 with Battery Future Acquisition Corp; 95.4 % of SPAC public shares redeemed ($40.5 million cash outflow).
• Outstanding shares: 18.08 million Class B before warrant/convert conversions; registered resale equals ≈ 7.4× current float, creating substantial potential dilution.
• Digital-asset treasury: Up to 80 % of EPFA and note proceeds may be used to buy, stake and validate Solana (SOL); 57,110 SOL purchased for $8.55 million.
• Market prices (29 Jul 2025): Common $1.64; Warrants $0.1229.

The company remains an emerging growth & smaller reporting company and warns of going-concern risk, crypto-asset volatility, and extensive dilution from resale registrations.

Insights

Equity Research Analyst

TL;DR: Filing enables large capital access but extreme dilution risk pressures KIDZ share value.

The amendment registers stock equal to >700 % of current outstanding shares, signalling heavy future supply. Warrants, preferred conversions, EPFA sales and note conversions could all hit the float concurrently. While potential cash of ~$600 million (warrants+EPFA+notes) strengthens liquidity for expansion and the Solana strategy, almost all is discretionary or market-price dependent; only $11 million note proceeds are certain. 95 % SPAC redemptions highlight tepid demand. Crypto-centric treasury and senior secured convertibles add volatility and prioritize creditors. Net impact skews negative for common equity until execution proves accretive.

Portfolio Risk Manager

TL;DR: Share overhang, crypto exposure and secured debt elevate risk profile; warrants offer optionality.

The resale shelf (134 M shares) gives early holders liquidity, likely capping upside. EPFA’s 5 % discount and 4.99 % cap create a drip-feed selling mechanism that can pressure prices. Senior secured notes rank ahead of equity and are convertible well above current market, suggesting eventual dilution if shares recover. Allocating 80 % of proceeds to SOL concentrates treasury in a speculative asset, increasing earnings volatility and regulatory risk. Positively, instrument diversity offers financing flexibility and staking yield could offset dilution if token prices rise. Overall, filing is impactful and moderately negative for common shareholders.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 25)

Pegasystems Inc.

(Name of Issuer)

Common Stock, $.01 par value per share (the "Common Stock"), of Pegasystems Inc.

(Title of Class of Securities)

705573103

(CUSIP Number)

06/30/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. 705573103

1

Names of Reporting Persons

TREFLER ALAN

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 76,196,950.00
6	Shared Voting Power 3,295,006.00
7	Sole Dispositive Power 76,196,950.00
8	Shared Dispositive Power 3,295,006.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

79,491,956.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

46.0 %

12

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person: Sole voting and sole dispositive power consists of (1) 33,096,692 shares of Common Stock held by Mr. Trefler, individually; (2) 10,134,542 shares held by the Alan N. Trefler Grantor Retained Annuity Trust I of 2023, of which Mr. Trefler is the sole trustee; (3) 4,381,472 shares held by the Alan N. Trefler Grantor Retained Annuity Trust II of 2023, of which Mr. Trefler is the sole trustee; (4) 15,000,000 shares held by the Alan N. Trefler Grantor Retained Annuity Trust I of 2024, of which Mr. Trefler is the sole trustee; (5) 12,000,000 shares held by the Alan N. Trefler Grantor Retained Annuity Trust II of 2024, of which Mr. Trefler is the sole trustee; and (6) 1,584,244 shares which Mr. Trefler has the right to acquire within 60 days of March 31, 2025. Shared voting and shared dispositive power consists of (1) 3,211,006 shares held by the Alan N. Trefler Irrevocable Non-GST Trust of 2022, of which Daniel Sherman and Pamela Trefler are the trustees and of which Mr. Trefler has ability to appoint and remove trustees; and (2) 84,000 shares held by the Trefler Foundation, of which Mr. Trefler is a trustee and shares voting and dispositive power over these shares, but has no pecuniary interest in these shares. Aggregate amount beneficially owned by the reporting person consists of (1) 33,096,692, shares of Common Stock held by Mr. Trefler, individually; (2) 10,134,542 shares held by the Alan N. Trefler Grantor Retained Annuity Trust I of 2023, of which Mr. Trefler is the sole trustee; (3) 4,381,472 shares held by the Alan N. Trefler Grantor Retained Annuity Trust II of 2023, of which Mr. Trefler is the sole trustee; (4) 15,000,000 shares held by the Alan N. Trefler Grantor Retained Annuity Trust I of 2024, of which Mr. Trefler is the sole trustee; (5) 12,000,000 shares held by the Alan N. Trefler Grantor Retained Annuity Trust II of 2024, of which Mr. Trefler is the sole trustee; (6) 1,584,244 shares which Mr. Trefler has the right to acquire within 60 days of March 31, 2025; (7) 3,211,006 shares held by the Alan N. Trefler Irrevocable Non-GST Trust of 2022, of which Daniel Sherman and Pamela Trefler are the trustees and of which Mr. Trefler has ability to appoint and remove trustees; and (8) 84,000 shares held by the Trefler Foundation, of which Mr. Trefler is a trustee and shares voting and dispositive power over these shares, but has no pecuniary interest in these shares. The percent of class represented by amount in row (9) was based on 171,102,015 shares of common stock outstanding as of June 30, 2025 plus the 1,584,244 shares which Mr. Trefler has the right to acquire within 60 days of June 30, 2025.

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Pegasystems Inc.
(b)	Address of issuer's principal executive offices: 225 Wyman Street, Ste 300, Waltham, MA, 02451
Item 2.
(a)	Name of person filing: Alan Trefler
(b)	Address or principal business office or, if none, residence: c/o Pegasystems Inc., 225 Wyman Street, Ste 300, Waltham, MA 02451
(c)	Citizenship: United States
(d)	Title of class of securities: Common Stock, $.01 par value per share (the "Common Stock"), of Pegasystems Inc.
(e)	CUSIP No.: 705573103
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: An aggregate of 79,491,956 shares of Common Stock, consisting of (1) 33,096,692 shares of Common Stock held by Mr. Trefler, individually; (2) 10,134,542 shares held by the Alan N. Trefler Grantor Retained Annuity Trust I of 2023, of which Mr. Trefler is the sole trustee; (3) 4,381,472 shares held by the Alan N. Trefler Grantor Retained Annuity Trust II of 2023, of which Mr. Trefler is the sole trustee; (4) 15,000,000 shares held by the Alan N. Trefler Grantor Retained Annuity Trust I of 2024, of which Mr. Trefler is the sole trustee; (5) 12,000,000 shares held by the Alan N. Trefler Grantor Retained Annuity Trust II of 2024, of which Mr. Trefler is the sole trustee; (6) 1,584,244 shares which Mr. Trefler has the right to acquire within 60 days of June 30, 2025; (7) 3,211,006 shares held by the Alan N. Trefler Irrevocable Non-GST Trust of 2022, of which Daniel Sherman and Pamela Trefler are the trustees and of which Mr. Trefler has ability to appoint and remove trustees; and (8) 84,000 shares held by the Trefler Foundation, of which Mr. Trefler is a trustee and shares voting and dispositive power over these shares, but has no pecuniary interest in these shares. All share information disclosed in this Schedule 13G reflect the two-for-one forward stock split of Common Stock effected on June 20, 2025.
(b)	Percent of class: 46% of the outstanding shares of Common Stock. The foregoing percentage was calculated based on the 171,102,015 shares of Common Stock disclosed by the Issuer as outstanding as of June 30, 2025, and 1,584,244 shares, which Mr. Trefler has the right to acquire within sixty days of June 30, 2025.
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: Sole power to vote or to direct the vote of 76,196,950 shares.
	(ii) Shared power to vote or to direct the vote: Shared power to vote or to direct the vote of 3,295,006 shares.
	(iii) Sole power to dispose or to direct the disposition of: Sole power to dispose or to direct the disposition of 76,196,950 shares.
	(iv) Shared power to dispose or to direct the disposition of: Shared power to dispose or to direct the disposition of 3,295,006 shares.
Item 5.	Ownership of 5 Percent or Less of a Class.
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.	Certifications:
	Not Applicable

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

TREFLER ALAN

Signature:	/s/ Alan Trefler
Name/Title:	Alan Trefler
Date:	08/01/2025