Form 4: Pegasystems CEO Alan Trefler Reports Vesting of Restricted Stock Units and Tax-Related Share Disposition

Pegasystems Inc. CEO Alan Trefler reported the vesting of 1,249 restricted stock units and the subsequent disposition of 417 shares to cover tax obligations, adjusting his direct beneficial ownership to 17,090,892 shares.

Summary

• Alan Trefler, CEO and Chairman of Pegasystems Inc. (PEGA), reported transactions on June 2, 2025.
• He acquired 1,249 shares of common stock at a price of $98.15 per share due to the vesting of restricted stock units (RSUs).
• This vesting represents a 5% installment from an original grant of 24,976 RSUs, which began vesting on March 2, 2022, with the remaining 80% vesting in equal quarterly installments over four years.
• Concurrently, Mr. Trefler disposed of 417 shares of common stock at $98.15 per share to satisfy tax withholding obligations related to the RSU vesting, a transaction exempted under Rule 16b-3(e).
• Following these transactions, Mr. Trefler's direct beneficial ownership of common stock is 17,090,892 shares.
• He also holds significant indirect beneficial ownership through various trusts, including 1,605,503 shares in the Alan N. Trefler Irrevocable Non-GST Trust of 2022, 5,067,271 shares in the Alan N. Trefler Grantor Retained Annuity Trust I of 2023, 2,190,736 shares in the Alan N. Trefler Grantor Retained Annuity Trust II of 2023, 7,500,000 shares in the Alan N. Trefler Grantor Retained Annuity Trust I of 2024, and 6,000,000 shares in the Alan N. Trefler Grantor Retained Annuity Trust II of 2024.
• His direct beneficial ownership of unvested restricted stock units is 3,746.

Sentiment

Score: 7

Explanation: The filing indicates a routine executive compensation event (RSU vesting) and a standard tax-related share disposition. It reflects ongoing executive alignment with the company through equity, which is generally positive, with no negative surprises or significant changes in ownership strategy.

Positives

• The vesting of 1,249 restricted stock units indicates continued compensation and alignment of executive interests with shareholder value.
• The transaction is a routine vesting event, reflecting a pre-scheduled compensation plan for the CEO.

Negatives

• The disposition of 417 shares to cover tax obligations reduces the direct share count, though this is a standard and expected practice for RSU vesting and not indicative of a negative outlook.

Future Outlook

NA

Industry Context

This Form 4 filing details an insider transaction by the CEO of Pegasystems Inc., a routine event related to executive compensation. It does not provide broader industry context or trends, as its primary purpose is to report changes in beneficial ownership by company insiders.

Related Party Transactions

• Indirect beneficial ownership through various trusts (Alan N. Trefler Irrevocable Non-GST Trust of 2022, Alan N. Trefler Grantor Retained Annuity Trust I of 2023, Alan N. Trefler Grantor Retained Annuity Trust II of 2023, Alan N. Trefler Grantor Retained Annuity Trust I of 2024, Alan N. Trefler Grantor Retained Annuity Trust II of 2024) totaling 22,363,510 shares.

Stakeholder Impact

• Shareholders: The report indicates that the CEO's equity stake remains substantial, aligning his interests with long-term shareholder value. The disposition for tax purposes is a common and expected event, not indicative of a lack of confidence or a significant change in the CEO's investment in the company.

Next Steps

• Continued quarterly vesting of the remaining 3,746 restricted stock units as per the original grant schedule.

Key Dates

Recommendation

Keywords

Pegasystems, PEGA, Alan Trefler, SEC Form 4, Insider Transaction, Restricted Stock Units, RSU Vesting, Stock Ownership, CEO, Chairman, Beneficial Ownership