Form 4: Pegasystems CEO Alan Trefler Sells Over 31,000 Shares Under Pre-Arranged Trading Plan

Pegasystems Inc.'s CEO and Chairman, Alan Trefler, sold a total of 31,500 shares of common stock for approximately $3.05 million through a pre-arranged 10b5-1 trading plan.

Summary

• Alan Trefler, the CEO, Chairman, Director, and 10% Owner of Pegasystems Inc. (PEGA), reported the sale of common stock.
• On May 28, 2025, Mr. Trefler sold 28,991 shares of common stock at a weighted average price of $96.65 per share, with prices ranging from $96.15 to $97.14.
• On the same date, May 28, 2025, an additional 2,509 shares were sold at a weighted average price of $97.21 per share, with prices ranging from $97.15 to $97.28.
• The total number of shares sold across these two transactions is 31,500.
• The aggregate value of these sales is approximately $3,046,810.04.
• All sales were 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 these transactions, Mr. Trefler directly beneficially owns 17,090,060 shares of common stock.
• Additionally, Mr. Trefler indirectly beneficially owns shares through various trusts, including 5,067,271 shares via Alan N. Trefler Grantor Retained Annuity Trust I of 2023, 6,000,000 shares via Alan N. Trefler Grantor Retained Annuity Trust II of 2024, 7,500,000 shares via Alan N. Trefler Grantor Retained Annuity Trust I of 2024, 2,190,736 shares via Alan N. Trefler Grantor Retained Annuity Trust II of 2023, and 1,605,503 shares via Alan N. Trefler Irrevocable Non-GST Trust of 2022.
• The reported beneficial ownership does not include shares subject to unvested restricted stock units and/or options awards.

Sentiment

Score: 5

Explanation: The filing reports routine insider stock sales executed under a pre-arranged 10b5-1 plan, which is generally considered neutral as it indicates a planned transaction rather than a reaction to new information. The sales represent a small fraction of the insider's total holdings.

Positives

• The sales were conducted under a Rule 10b5-1 pre-arranged trading plan, indicating a planned transaction rather than a reaction to new, negative information about the company.

Negatives

• The transactions represent a reduction in direct beneficial ownership by a key insider, which some investors might view as a slight negative, although mitigated by the pre-arranged nature of the sales.

Future Outlook

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

Management Comments

• The reported sales were '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.'

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 individual's planned stock disposition rather than a strategic company announcement.

Related Party Transactions

• Alan Trefler's indirect beneficial ownership is held through various grantor retained annuity trusts and an irrevocable non-GST trust, which are related party structures for holding assets.

Stakeholder Impact

• Shareholders: The sale reduces the direct beneficial ownership of a key executive, though the pre-arranged nature of the sale under a 10b5-1 plan typically mitigates concerns about its implications for company performance.

Key Dates

Keywords

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