Form 4: PEGA CEO Alan Trefler Sells Shares via 10b5-1 Plan

PEGASYSTEMS INC CEO and Chairman Alan Trefler reported the sale of 45,000 shares of common stock on September 17, 2025, executed under a pre-arranged Rule 10b5-1 trading plan.

Summary

• Alan Trefler, CEO, Chairman, Director, and 10% Owner of PEGASYSTEMS INC (PEGA), reported transactions involving the company's common stock.
• On September 17, 2025, Mr. Trefler sold a total of 45,000 shares of common stock.
• The sales were executed in two separate transactions: 40,946 shares at a weighted average price of $58.26 per share (ranging from $57.65 to $58.64) and 4,054 shares at a weighted average price of $58.72 per share (ranging from $58.65 to $58.90).
• These transactions were conducted pursuant to a pre-arranged Rule 10b5-1 trading plan adopted by Mr. Trefler on November 6, 2024.
• Following these reported transactions, Mr. Trefler directly beneficially owns 45,024,364 shares of common stock.
• Additionally, Mr. Trefler has indirect beneficial ownership through several trusts: 10,876,525 shares via the Alan N. Trefler Irrevocable Non-GST Trust of 2022, 10,879,283 shares via the Alan N. Trefler Grantor Retained Annuity Trust I of 2024, 8,703,426 shares via the Alan N. Trefler Grantor Retained Annuity Trust II of 2024, and 2,071,585 shares via The Trefler 2025 Trust.

Sentiment

Score: 5

Explanation: The sentiment is neutral. While an insider sale can sometimes be viewed negatively, the fact that it was executed under a pre-arranged Rule 10b5-1 plan mitigates concerns, suggesting a planned diversification or liquidity event rather than a reaction to adverse company-specific news.

Positives

• The sale was conducted under a pre-arranged Rule 10b5-1 trading plan, indicating a structured approach to personal asset management rather than a reaction to immediate company performance.

Negatives

• A significant insider sale of 45,000 shares by the CEO and Chairman could be perceived negatively by some investors, despite being pre-planned.

Future Outlook

NA

Industry Context

This filing is an insider transaction report and does not provide information relevant to broader industry trends or competitive analysis. It solely details personal stock transactions of a key executive.

Related Party Transactions

• Alan Trefler's indirect beneficial ownership is held through several trusts: 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. These trusts are considered related parties.

Stakeholder Impact

• Shareholders: May observe the CEO's sale of shares, but the pre-planned nature under Rule 10b5-1 typically reduces concerns about management's confidence in the company's future.
• Management/Employees: No direct impact on day-to-day operations or employment.

Key Dates

Recommendation

The reported sale of shares by CEO Alan Trefler is a routine transaction executed under a pre-arranged Rule 10b5-1 trading plan. Such plans are typically established for personal financial planning, diversification, or liquidity purposes and do not necessarily reflect a change in management's outlook on the company's prospects. Given the pre-planned nature and the absence of other significant company-specific news in this filing, the transaction alone does not warrant a change in investment recommendation. Investors should continue to hold, monitoring broader company performance and market conditions.

Keywords

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