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

Pegasystems Inc. CEO and Chairman Alan Trefler sold 31,500 shares of common stock on June 18, 2025, through a pre-arranged 10b5-1 trading plan.

Summary

• Alan Trefler, CEO and Chairman of Pegasystems Inc. (PEGA), reported the sale of 31,500 shares of the company's common stock.
• The sales occurred on June 18, 2025, and were executed under a pre-arranged Rule 10b5-1 trading plan adopted on November 6, 2024.
• One transaction involved the sale of 27,016 shares at a weighted average price of $100.76, with prices ranging from $100.06 to $101.05.
• A second transaction involved the sale of 4,484 shares at a weighted average price of $101.22, with prices ranging from $101.06 to $101.46.
• Following these transactions, Mr. Trefler directly beneficially owns 17,027,892 shares of Pegasystems common stock.
• Additionally, Mr. Trefler indirectly beneficially owns 22,363,510 shares through various trusts, including the Alan N. Trefler Irrevocable Non-GST Trust of 2022 (1,605,503 shares), Alan N. Trefler Grantor Retained Annuity Trust I of 2023 (5,067,271 shares), Alan N. Trefler Grantor Retained Annuity Trust II of 2023 (2,190,736 shares), Alan N. Trefler Grantor Retained Annuity Trust I of 2024 (7,500,000 shares), and Alan N. Trefler Grantor Retained Annuity Trust II of 2024 (6,000,000 shares).
• His total beneficial ownership (direct and indirect) after the reported transactions is 39,391,402 shares.

Sentiment

Score: 5

Explanation: The sentiment is neutral. While an insider sale can sometimes be viewed negatively, the fact that it was conducted under a pre-arranged 10b5-1 plan mitigates concerns about opportunistic selling. The CEO retains a very substantial stake in the company.

Positives

• The sales were conducted under a pre-arranged Rule 10b5-1 trading plan, indicating a planned and transparent divestment strategy rather than an immediate reaction to market conditions.
• Mr. Trefler retains a substantial beneficial ownership of 39,391,402 shares, demonstrating continued significant alignment with shareholder interests.

Negatives

• The sale of shares by a key insider, such as the CEO and Chairman, could be perceived negatively by some investors as it reduces their direct stake in the company.

Future Outlook

NA

Management Comments

• The shares were sold 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, as amended.

Industry Context

This filing is specific to an insider transaction at Pegasystems Inc. and does not provide broader industry trends or competitive analysis.

Related Party Transactions

• Mr. Trefler's 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) constitutes related party dealings.

Stakeholder Impact

• Shareholders: The sale of shares by the CEO could lead to minor concerns about management's confidence, but the pre-arranged nature of the sale and the CEO's continued significant ownership mitigate these concerns.
• Employees, Customers, Suppliers, Creditors: No direct impact is indicated by this filing.

Key Dates

Recommendation

Keywords

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