Form 4: PEGA Executive Exercises RSUs, Increases Stake

Pegasystems SVP and Chief Accounting Officer Efstathios A. Kouninis exercised restricted stock units and sold shares for tax withholding, increasing his direct beneficial ownership.

Summary

• Efstathios A. Kouninis, SVP, Chief Accounting Officer of Pegasystems Inc., exercised 206 restricted stock units (RSUs) on December 1, 2025, and 106 RSUs on December 2, 2025.
• These exercises resulted in the acquisition of 206 shares of common stock on December 1, 2025, and 106 shares of common stock on December 2, 2025, both at an exercise price of $0.
• Concurrently, 82 shares were disposed of on December 1, 2025, at a price of $54.77 per share, and 42 shares on December 2, 2025, at a price of $54.85 per share, to cover tax withholding obligations.
• Following these transactions, Kouninis directly beneficially owns 394 shares of common stock.
• He also beneficially owns 1,028 restricted stock units from a grant that began vesting on March 1, 2023, and 106 restricted stock units from a grant that began vesting on March 2, 2022.

Sentiment

Score: 7

Explanation: The filing reflects routine executive compensation activity, specifically the vesting and exercise of restricted stock units, which is a neutral to slightly positive event as it indicates continued executive alignment with shareholder interests through equity ownership.

Positives

• The executive increased his direct beneficial ownership of common stock by a net of 124 shares on December 1, 2025 (206 acquired 82 disposed for tax) and 64 shares on December 2, 2025 (106 acquired 42 disposed for tax), totaling a net increase of 188 shares.
• The exercise of restricted stock units indicates continued vesting and conversion of equity compensation, aligning executive interests with shareholder value.

Negatives

• A portion of the acquired shares (82 shares at $54.77 and 42 shares at $54.85) were sold to cover tax liabilities associated with the RSU vesting, which, while a common practice, reduces the immediate increase in direct ownership.

Future Outlook

NA

Industry Context

NA

Stakeholder Impact

• Shareholders: The increase in the executive's direct beneficial ownership of common stock, even after tax-related sales, generally aligns management's interests with those of shareholders.
• Employees: The report reflects standard equity compensation practices for executives, which can be a benchmark for broader employee compensation structures involving equity.

Key Dates

Recommendation

This Form 4 details routine insider transactions related to executive compensation (RSU vesting and tax-related sales). Such transactions are generally not considered material drivers for a change in investment recommendation, as they reflect pre-scheduled events rather than new strategic insights or performance indicators. The underlying fundamentals of Pegasystems Inc. should be evaluated based on broader financial reports.

Keywords

PEGA, Pegasystems, Form 4, insider transaction, RSU, restricted stock units, executive compensation, beneficial ownership