Form 4: Pegasystems COO/CFO Stillwell Reports Stock Transactions

Pegasystems' COO and CFO, Kenneth Stillwell, reported routine acquisitions of common stock through restricted stock unit vesting and subsequent tax-related dispositions.

Summary

• Kenneth Stillwell, the Chief Operating Officer and Chief Financial Officer of Pegasystems Inc. (PEGA), reported multiple transactions involving the company's common stock.
• On December 1, 2025, Stillwell acquired 2,350 shares of common stock through the vesting of restricted stock units (RSUs) at a price of $0.
• Immediately following this acquisition on December 1, 2025, 925 shares of common stock were disposed of at a price of $54.77 to cover tax withholding obligations.
• On December 2, 2025, an additional 1,154 shares of common stock were acquired by Stillwell through the vesting of RSUs at a price of $0.
• Concurrently on December 2, 2025, 455 shares of common stock were disposed of at a price of $54.85 to satisfy tax withholding requirements.
• Following these transactions, Stillwell directly beneficially owns 129,950 shares of common stock and 1,152 restricted stock units (from the 12/02/2025 transaction) and 11,754 restricted stock units (from the 12/01/2025 transaction).

Sentiment

Score: 5

Explanation: The filing reports routine insider transactions related to executive compensation (RSU vesting and tax-related sales), which are neutral in sentiment and do not indicate any significant positive or negative developments for the company.

Positives

• The acquisition of common stock through RSU vesting indicates continued executive compensation and alignment of management interests with shareholders.
• The vesting of RSUs represents a scheduled compensation event, reflecting the company's ongoing executive incentive programs.

Negatives

• The disposition of shares for tax withholding purposes reduces the executive's direct equity holdings, although this is a standard practice for RSU vesting.

Future Outlook

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

Industry Context

Insider transaction reports like Form 4 are routine disclosures for publicly traded companies, providing transparency into executive stock ownership changes. These specific transactions, involving RSU vesting and tax-related sales, are common occurrences in executive compensation structures across various industries.

Stakeholder Impact

• Shareholders: The transactions are routine and reflect standard executive compensation practices, with minimal direct impact on existing shareholders beyond transparency of insider holdings.
• Employees: The RSU vesting demonstrates the company's ongoing equity compensation programs, which can be a positive for employee retention and motivation.

Next Steps

• Future vesting events for remaining Restricted Stock Units will occur according to their respective schedules, with 80% of the reported RSUs vesting in equal quarterly installments over four years following their initial vesting date.

Key Dates

Recommendation

This Form 4 filing details routine insider transactions related to executive compensation, specifically the vesting of Restricted Stock Units and subsequent tax-related sales. Such transactions are standard and do not provide new fundamental information about Pegasystems' operational performance, strategic direction, or financial health that would warrant a change in investment recommendation. Therefore, a 'hold' recommendation is appropriate, maintaining current positions based on broader company fundamentals rather than these routine disclosures.

Keywords

Pegasystems, PEGA, Kenneth Stillwell, Form 4, Insider Transaction, Restricted Stock Units, RSU Vesting, Executive Compensation, Stock Transactions, Tax Withholding