Form 4: PEGA Officer Kouninis Reports Equity Transactions

Efstathios A. Kouninis, SVP and Chief Accounting Officer of Pegasystems Inc., reported routine acquisitions of stock options and restricted stock units, alongside the vesting and tax-related dispositions of common stock.

Summary

• Acquired 11,390 stock options with an exercise price of $45.01 on March 3, 2026, which will vest as to 25% on March 3, 2027, with the remaining 75% vesting in equal quarterly amounts over the following three years.
• Acquired 4,469 Restricted Stock Units (RSUs) on March 3, 2026, with 25% vesting on March 3, 2027, and the remaining 75% vesting in equal quarterly installments over the following three years.
• Acquired 1,961 Restricted Stock Units on March 3, 2026, representing an election to receive half of the annual bonus in RSUs, which will vest 100% on March 3, 2027, subject to attainment of the Corporate Incentive Compensation Plan (CICP) performance threshold for the year ending December 31, 2026.
• Converted 1,292 Restricted Stock Units into common stock on March 4, 2026.
• Converted 2,208 Restricted Stock Units into common stock on March 4, 2026, following the achievement of performance conditions under the Company's CICP related to the Company's financial results for the year ended December 31, 2025.
• Disposed of 313 shares of common stock at a price of $45.01 on March 4, 2026, for tax withholding purposes.
• Disposed of 655 shares of common stock at a price of $45.01 on March 4, 2026, for tax withholding purposes.
• Beneficial ownership of common stock following these transactions is 3,782 shares.
• Beneficial ownership of stock options following these transactions is 11,390.
• Beneficial ownership of Restricted Stock Units following these transactions is 10,308 (comprising 4,469 from a new grant, 1,961 from a new grant, and 3,878 remaining from a prior grant after 1,292 vested).

Sentiment

Score: 6

Explanation: StockSavvy.ai views this as a moderately positive signal, reflecting ongoing executive equity participation and the achievement of performance targets, which are standard positive indicators for executive alignment and retention.

Positives

• Acquisition of new stock options and restricted stock units indicates continued equity incentive for the executive, aligning their interests with long-term company performance.
• Vesting of 2,208 Restricted Stock Units was based on the achievement of performance conditions under the Company's Corporate Incentive Compensation Plan for the year ended December 31, 2025, demonstrating the executive's contribution to company goals.

Negatives

• Disposition of 968 shares of common stock (313 + 655) for tax withholding purposes reduces the executive's direct share ownership.

Future Outlook

NA

Industry Context

StockSavvy.ai notes that routine insider transactions, particularly those related to executive compensation and vesting of equity awards, are common across the technology sector. These activities are standard mechanisms to align executive incentives with shareholder value and are generally viewed as part of normal business operations.

Stakeholder Impact

• Shareholders: The report indicates ongoing alignment of executive incentives with shareholder interests through equity compensation. Routine tax-related sales are not typically a concern and are a normal part of executive compensation plans.

Next Steps

• Continued vesting of 11,390 stock options, with 25% vesting on March 3, 2027, and the remainder quarterly over three years.
• Continued vesting of 4,469 Restricted Stock Units, with 25% vesting on March 3, 2027, and the remainder quarterly over three years.
• Vesting of 1,961 Restricted Stock Units on March 3, 2027, contingent on 2026 Corporate Incentive Compensation Plan performance.

Key Dates

Recommendation

This Form 4 filing details routine executive compensation activities, including the grant of new equity awards and the vesting of existing ones, along with associated tax-related share dispositions. Such transactions are standard and do not typically indicate a fundamental change in the company's prospects or warrant a change in investment recommendation. The pre-planned nature of the transactions further supports a neutral stance.

Keywords

Pegasystems, PEGA, insider transaction, Form 4, beneficial ownership, stock options, restricted stock units, executive compensation, equity incentive, Kouninis