Form 4: Pegasystems COO/CFO Kenneth Stillwell Reports Routine Stock Transactions, Including RSU Vesting and 10b5-1 Plan Sale

Pegasystems Inc.'s Chief Operating Officer and Chief Financial Officer, Kenneth Stillwell, reported a series of stock transactions on June 2, 2025, including the vesting of restricted stock units and a sale of common stock under a pre-arranged 10b5-1 trading plan.

Summary

• Kenneth Stillwell, COO and CFO of Pegasystems Inc. (PEGA), reported multiple transactions on June 2, 2025.
• He acquired 1,175 shares of common stock at $98.15 per share due to the vesting of restricted stock units (RSUs). This represents a 5% vesting from an original grant of 23,508 RSUs, with the vesting occurring on June 1, 2025.
• An additional 576 shares of common stock were acquired at $98.15 per share, also due to the vesting of RSUs. This represents a 5% vesting from an original grant of 11,527 RSUs, with the vesting occurring on June 2, 2025.
• To satisfy tax withholding obligations, Mr. Stillwell disposed of 463 shares and 227 shares of common stock, both at a price of $98.15 per share.
• He sold 2,000 shares of common stock at $97.48 per share. This sale was executed pursuant to a pre-arranged trading plan adopted on August 29, 2024, under Rule 10b5-1.
• Following these transactions, Mr. Stillwell directly beneficially owns 23,688 shares of common stock.
• He also holds 8,228 and 1,729 unvested Restricted Stock Units, which represent the right to receive one share of common stock each upon vesting.

Sentiment

Score: 5

Explanation: The document reports routine insider transactions, including RSU vesting and a pre-arranged stock sale, which are neutral events in terms of company performance or outlook. The 10b5-1 plan mitigates any negative sentiment associated with insider sales.

Positives

• The vesting of Restricted Stock Units (RSUs) indicates the fulfillment of long-term incentive compensation for the COO/CFO, aligning management's interests with shareholder value over time.
• The sale of shares under a Rule 10b5-1 plan demonstrates pre-planned and transparent trading activity, reducing concerns about opportunistic insider selling.

Negatives

• The sale of 2,000 shares by a key executive, even if pre-arranged, represents a reduction in direct ownership, which some investors might view as a slight negative, though it is a common practice for executives to diversify holdings or cover expenses.

Future Outlook

This Form 4 filing does not contain any forward-looking statements or guidance regarding the company's future performance or outlook.

Industry Context

This filing is a routine disclosure of insider stock transactions and does not provide information directly related to broader industry trends or competitive landscape. Such transactions are common for executives managing their compensation and personal finances.

Related Party Transactions

• The transactions involve the company's COO and CFO, Kenneth Stillwell, and are related to his compensation and stock ownership in Pegasystems Inc.

Stakeholder Impact

• Shareholders: The report provides transparency on executive stock ownership changes, which is standard for corporate governance. The sale under a 10b5-1 plan indicates a pre-planned transaction rather than a reaction to immediate company news.
• Employees: No direct impact on employees is indicated by this filing.

Next Steps

• Continued quarterly vesting of the remaining 80% of the 23,508 and 11,527 restricted stock units grants over their respective four-year periods.

Key Dates

Keywords

Pegasystems, PEGA, Form 4, Insider Trading, Stock Sale, RSU Vesting, Kenneth Stillwell, COO, CFO, 10b5-1 Plan, Beneficial Ownership