COO, CFO Stillwell Kenneth exercised 58,864 shares at a strike of $26.53, covered exercise/tax liability with 39,621 shares and sold $833,602 worth of shares (14,405 units at $57.87), increasing direct ownership by 4% to 134,788 units (SEC Form 4)
$PEGA
EDP Services
Technology
| 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 |
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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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
PEGASYSTEMS INC [ PEGA ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 12/05/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 12/05/2025 | M | 4,402(1) | A | $0 | 134,352 | D | |||
| Common stock | 12/05/2025 | F | 1,733 | D | $57 | 132,619 | D | |||
| Common stock | 12/05/2025 | M | 29,240 | A | $32.18 | 161,859 | D | |||
| Common stock | 12/05/2025 | M | 20,000 | A | $31.05 | 181,859 | D | |||
| Common stock | 12/05/2025 | F | 35,833 | D | $57.56 | 146,026 | D | |||
| Common stock | 12/05/2025 | S | 7,821 | D | $57.89 | 138,205 | D | |||
| Common stock | 12/05/2025 | S | 5,586 | D | $57.86(2) | 132,619 | D | |||
| Common stock | 12/05/2025 | S | 998 | D | $57.7539(3) | 131,621 | D | |||
| Common stock | 12/07/2025 | M | 5,222(1) | A | $0 | 136,843 | D | |||
| Common stock | 12/07/2025 | F | 2,055 | D | $60.11 | 134,788 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Restricted Stock Units(1) | $0 | 12/05/2025 | M | 4,402 | 03/05/2025(4) | 03/05/2028 | Common stock | 4,402 | $0 | 39,620 | D | ||||
| Stock Options | $32.18 | 12/05/2025 | M | 29,240 | 03/06/2020(5) | 03/06/2029 | Common stock | 29,240 | $0 | 0 | D | ||||
| Stock Options | $31.05 | 12/05/2025 | M | 20,000 | 03/05/2025(6) | 03/05/2034 | Common stock | 20,000 | $0 | 0 | D | ||||
| Restricted Stock Units(1) | $0 | 12/07/2025 | M | 5,222 | 03/07/2024(4) | 03/07/2027 | Common stock | 5,222 | $0 | 26,104 | D | ||||
| Explanation of Responses: |
| 1. Each restricted stock unit represents the right to receive, following vesting, one share of the issuer's common stock. |
| 2. Represents the weighted average of sale prices, ranging from $57.86 to $57.89. The individual has provided the Company, and undertakes to provide to the staff of the Security and Exchange Commission or any security holder of the Company, upon request, full information regarding the number of shares sold at each separate price. |
| 3. Represents the weighted average of sale prices, ranging from $57.70 to $57.80. The individual has provided the Company, and undertakes to provide to the staff of the Security and Exchange Commission or any security holder of the Company, upon request, full information regarding the number of shares sold at each separate price. |
| 4. This restricted stock unit award vested 25% on the Date Exercisable in Table II, with the remaining 75% vesting in equal quarterly amounts over the remaining 3 years. |
| 5. This stock option is fully vested. |
| 6. On March 5, 2024, the reporting person was granted an option to purchase 80,000 shares of common stock. The option vests in two installments, with up to 25% to vest on the Date Exercisable in Table II based on Pegasystems' satisfaction of certain performance criteria for the fiscal year ended December 31, 2024, and with up to 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. The performance criteria for the fiscal year ended December 31, 2024 were met in full, resulting in vesting of the option as to 20,000 shares. |
| Remarks: |
| /s/Kathryn Leach, Attorney-in-Fact for Kenneth Stillwell | 12/09/2025 | |
| ** 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. | ||