Form 4: Pegasystems CEO Alan Trefler Sells 45,000 Shares Under Pre-Arranged Trading Plan

Pegasystems Inc. CEO and Chairman Alan Trefler sold 45,000 shares of common stock for approximately $2.4 million on July 9, 2025, as part of a pre-arranged 10b5-1 trading plan.

Summary

• Alan Trefler, CEO, Chairman, Director, and 10% Owner of Pegasystems Inc. (PEGA), reported a sale of common stock.
• On July 9, 2025, Trefler sold 45,000 shares of PEGA common stock.
• The shares were sold at a weighted average price of $53.34 per share, with individual sale prices ranging from $53.04 to $53.95.
• The total value of the transaction is approximately $2,400,300.
• The sale was executed pursuant to a pre-arranged trading plan adopted by Mr. Trefler on November 6, 2024, under Rule 10b5-1 of the Securities Exchange Act of 1934.
• Following this transaction, Alan Trefler beneficially owns 33,051,692 shares of Pegasystems Inc. common stock, including shares held indirectly through various trusts.
• Beneficial ownership totals reflect Pegasystems Inc.'s 2-for-1 forward stock split effectuated on June 20, 2025.
• A correction was made to the number of directly held shares, which was previously incorrectly reported as higher (on a pre-split basis) due to an administrative error.

Sentiment

Score: 6

Explanation: The sentiment is neutral to slightly positive. While it's an insider sale, it's explicitly stated to be part of a pre-arranged 10b5-1 plan, which mitigates negative interpretations. The correction of an administrative error also adds transparency.

Positives

• The sale was conducted under a pre-arranged 10b5-1 trading plan, indicating a planned transaction for liquidity or diversification rather than an immediate reaction to market conditions or negative company news.
• The disclosure includes a correction of a previous administrative error in reported direct share holdings, demonstrating transparency.

Negatives

• A significant sale of shares by a key insider (CEO, Chairman, 10% owner) could be perceived negatively by some investors, despite being part of a pre-arranged plan.

Risks

• Potential for negative market perception or investor sentiment due to insider selling, even when executed under a pre-planned Rule 10b5-1 arrangement.

Future Outlook

The document does not provide forward-looking statements or guidance regarding the company's future performance or strategic direction, focusing solely on an insider transaction.

Management Comments

• Sold pursuant to a pre-arranged trading plan adopted by Mr. Trefler November 6, 2024 under Rule 10b5-1 of the Securities Exchange Act of 1934, as amended.
• Represents the weighted average of sale prices, ranging from $53.04 to $53.95. The individual has provided the Company, and undertakes to provide to the staff of the Security and Exchange Commission or any security holder of the Company, upon request, full information regarding the number of shares sold at each separate price.
• Beneficial ownership totals reflect Pegasystems Inc.'s 2-for-1 forward stock split effectuated on June 20, 2025, and a correction to the number of shares directly held, which was previously incorrectly reported as higher (on a pre-split basis) due to an administrative error.

Industry Context

This Form 4 filing is specific to an insider transaction and does not provide broader industry context or trends. Insider sales, especially when conducted under pre-arranged 10b5-1 plans, are common and do not necessarily reflect a negative outlook on the company or industry, often being for personal financial planning or diversification.

Comparison to Industry Standards

• This document reports an insider transaction and does not contain information suitable for comparison to industry-specific financial or operational benchmarks.
• Insider trading activity is typically assessed against company-specific historical patterns and the broader market's perception of insider confidence, rather than direct industry-wide financial standards.

Stakeholder Impact

• Shareholders: May interpret the insider sale differently; some might view it as a negative signal, while others will recognize it as a planned liquidity event. The substantial remaining beneficial ownership (over 33 million shares) indicates continued alignment of interests with shareholders.

Next Steps

• The reporting person undertakes to provide to the staff of the Securities and Exchange Commission or any security holder of the Company, upon request, full information regarding the number of shares sold at each separate price.

Key Dates

Keywords

Pegasystems, PEGA, Alan Trefler, Insider Trading, Form 4, Stock Sale, 10b5-1 Plan, CEO, Chairman, Stock Split