Form 4: PEGA CPO Sells Shares After RSU Vesting

Pegasystems' Chief Product Officer, Rifat Kerim Akgonul, reported the vesting and subsequent sale of common stock, alongside tax-related dispositions, under a pre-arranged trading plan.

Summary

• Rifat Kerim Akgonul, Chief Product Officer of Pegasystems Inc. (PEGA), reported multiple transactions involving the company's common stock.
• On December 5, 2025, 2,202 shares of common stock were acquired upon the vesting of Restricted Stock Units (RSUs) at an exercise price of $0.
• Also on December 5, 2025, 1,065 shares were disposed of at a price of $57 per share to cover tax withholding obligations related to the RSU vesting.
• On December 7, 2025, an additional 2,278 shares of common stock were acquired upon the vesting of RSUs at an exercise price of $0.
• Also on December 7, 2025, 1,102 shares were disposed of at a price of $60.11 per share for tax withholding purposes.
• On December 8, 2025, 4,000 shares of common stock were sold at a weighted average price of $60.19 per share, pursuant to a pre-arranged Rule 10b5-1 trading plan.
• Following these transactions, Mr. Akgonul beneficially owns 112,845 shares of common stock directly.
• The RSU awards vested 25% on their respective 'Date Exercisable' (March 5, 2025, and March 7, 2024), with the remaining 75% vesting in equal quarterly amounts over the subsequent three years.

Sentiment

Score: 5

Explanation: The filing details routine insider transactions, specifically the vesting of restricted stock units and subsequent sales for tax withholding and liquidity under a pre-arranged 10b5-1 plan. This is a common compensation and liquidity event for executives and does not inherently signal a change in the company's fundamental outlook or performance, thus warranting a neutral sentiment.

Positives

• The vesting of Restricted Stock Units (RSUs) represents a realization of compensation for the Chief Product Officer, indicating continued alignment of executive incentives with company performance.

Negatives

• The sale of 4,000 shares by a key executive, even under a pre-arranged plan, reduces their direct beneficial ownership in the company.
• Dispositions of 1,065 shares at $57 and 1,102 shares at $60.11 were made to cover tax withholding, which reduces the executive's overall stake.

Future Outlook

This Form 4 filing does not contain forward-looking statements or guidance regarding the company's future performance or outlook. It solely reports past insider transactions.

Management Comments

• The sale of 4,000 shares on December 8, 2025, was executed pursuant to a pre-arranged trading plan under Rule 10b5-1 of the Securities Exchange Act of 1934, as amended.

Industry Context

This filing is a routine insider transaction report and does not provide information directly related to broader industry trends or competitive landscape. It reflects an executive's personal stock management, which is common across all industries for publicly traded companies.

Corporate Governance

Stakeholder Impact

• Shareholders may note the reduction in direct beneficial ownership by a key executive, although the sales are routine and pre-arranged.
• Employees holding similar RSU awards can observe the typical process of vesting and subsequent tax-related dispositions and sales.

Next Steps

• The remaining 75% of the Restricted Stock Units (2,202 units) will vest in equal quarterly amounts over the three years following March 5, 2025.
• The remaining 75% of the Restricted Stock Units (2,278 units) will vest in equal quarterly amounts over the three years following March 7, 2024.

Key Dates

Recommendation

The filing details routine insider transactions, specifically the vesting of restricted stock units and subsequent sales for tax withholding and liquidity under a pre-arranged 10b5-1 plan. This type of transaction is common for executives and does not inherently signal a change in the company's fundamental outlook or performance. Therefore, it does not warrant a change in investment recommendation based solely on this filing.

Keywords

Pegasystems, PEGA, Form 4, Insider Transaction, Stock Sale, RSU Vesting, Rifat Kerim Akgonul, Chief Product Officer, 10b5-1 Plan