Form 4: PEGA CEO Alan Trefler Gifts Shares Under 10b5-1 Plan

PEGASYSTEMS INC CEO and Chairman Alan Trefler reported gifting 316,200 shares of common stock under a pre-arranged Rule 10b5-1 plan.

Summary

• Alan Trefler, CEO and Chairman of PEGASYSTEMS INC, reported two transactions involving the disposition of common stock.
• On December 18, 2025, 1,240 shares of common stock were disposed of as a gift (transaction code 'G') at a price of $0.
• On December 19, 2025, an additional 314,960 shares of common stock were disposed of as a gift (transaction code 'G') at a price of $0.
• These transactions were 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).
• Following these transactions, Alan Trefler directly beneficially owns 44,439,454 shares of common stock.
• Indirect beneficial ownership includes 10,876,525 shares held by the Alan N. Trefler Irrevocable Non-GST Trust of 2022, 10,879,283 shares by the Alan N. Trefler Grantor Retained Annuity Trust I of 2024, 8,703,426 shares by the Alan N. Trefler Grantor Retained Annuity Trust II of 2024, and 2,071,585 shares by The Trefler 2025 Trust.

Sentiment

Score: 5

Explanation: The sentiment is neutral. While a disposition of shares reduces insider ownership, it was a gift at a $0 price, not a sale for cash. The transaction was also pre-planned under a 10b5-1 plan, suggesting it's part of personal financial planning rather than a reaction to company performance.

Positives

• The transactions were executed under a Rule 10b5-1 plan, indicating a pre-scheduled disposition not based on immediate market timing.

Negatives

• The direct beneficial ownership of the CEO and Chairman decreased by 316,200 shares, which, while a gift, represents a reduction in direct insider holdings.

Future Outlook

This filing does not contain any forward-looking statements or guidance regarding the company's future performance or outlook.

Industry Context

This insider transaction is specific to PEGASYSTEMS INC and its CEO, Alan Trefler, and does not directly reflect broader industry trends or competitive dynamics. Insider gifting is a common practice for estate planning and philanthropy.

Related Party Transactions

• Indirect beneficial ownership is held through several trusts, including the Alan N. Trefler Irrevocable Non-GST Trust of 2022, Alan N. Trefler Grantor Retained Annuity Trust I of 2024, Alan N. Trefler Grantor Retained Annuity Trust II of 2024, and The Trefler 2025 Trust.

Stakeholder Impact

• Shareholders may note a slight reduction in direct insider ownership by the CEO, though the nature of the disposition as a gift at $0 price typically has less impact than a cash sale.

Key Dates

Recommendation

The reported transactions are gifts of common stock by the CEO under a pre-arranged 10b5-1 plan. These are not sales for cash and are often part of estate planning or philanthropic activities. Such transactions typically do not reflect a change in the company's fundamental outlook or the insider's confidence in the company's future, thus warranting a 'hold' recommendation based solely on this filing.

Keywords

PEGA, Pegasystems, Alan Trefler, Form 4, Insider Transaction, Stock Gift, CEO, Chairman, 10b5-1 Plan