Form 4: Pegasystems CPO Sells Shares After RSU Vesting

Pegasystems' Chief Product Officer, Rifat Kerim Akgonul, reported the vesting of restricted stock units and subsequent sales of common stock, including tax-related dispositions and open market sales under a pre-arranged plan.

Summary

• Rifat Kerim Akgonul, Chief Product Officer of Pegasystems Inc. (PEGA), reported multiple transactions involving company common stock.
• On September 1, 2025, 1,176 restricted stock units (RSUs) vested, followed by the disposition of 569 shares at $54.21 for tax withholding.
• On September 2, 2025, 462 RSUs vested (related to a 5% vesting on June 2, 2025), followed by the disposition of 224 shares at $54.21 for tax withholding.
• Additionally, on September 2, 2025, Mr. Akgonul sold 1,900 shares at a weighted average price of $53.36 (ranging from $52.83 to $53.81) and 100 shares at $54.18 in the open market.
• On September 3, 2025, an additional 5,000 shares were sold at a weighted average price of $54.08 (ranging from $54.08 to $54.10).
• All open market sales on September 2nd and 3rd were executed pursuant to a Rule 10b5-1 pre-arranged trading plan adopted on November 25, 2024.
• All share amounts in this report reflect a 2-for-1 forward stock split of Pegasystems Inc.'s common stock, effective June 20, 2025.
• Following these transactions, Mr. Akgonul beneficially owns 72,405 shares of Pegasystems common stock.

Sentiment

Score: 5

Explanation: The sentiment is neutral. While there are sales by an insider, they are largely expected due to RSU vesting and a pre-arranged 10b5-1 plan, which mitigates negative interpretations. The officer still holds a substantial number of shares.

Positives

• The sales were conducted under a pre-arranged Rule 10b5-1 trading plan, indicating a structured and pre-scheduled disposition rather than an immediate reaction to market conditions.
• The officer continues to hold a significant number of shares (72,405), demonstrating continued alignment with shareholder interests.
• The vesting of Restricted Stock Units (RSUs) indicates the achievement of performance or time-based milestones.

Negatives

• The Chief Product Officer disposed of a total of 7,793 shares (including tax withholdings and open market sales) over three days.
• The open market sales represent a reduction in the officer's direct ownership of common stock.

Risks

• While sales under a 10b5-1 plan are pre-scheduled, significant insider selling, even planned, can sometimes be perceived negatively by investors, potentially signaling a desire to diversify rather than a strong belief in future stock appreciation.

Future Outlook

The filing does not provide specific forward-looking statements or guidance beyond the scheduled nature of the RSU vesting and the pre-arranged trading plan.

Management Comments

• Sales were pursuant to a pre-arranged trading plan adopted by Mr. Akgonul November 25, 2024 under Rule 10b5-1 of the Securities Exchange Act of 1934, as amended.
• 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.

Industry Context

This Form 4 filing is a routine disclosure of insider transactions. Such filings are common across all industries for publicly traded companies, reflecting standard executive compensation practices involving equity awards and planned share dispositions by executives.

Corporate Governance

Stakeholder Impact

• Shareholders: May view the sales as routine given the 10b5-1 plan and RSU vesting, but some might perceive a slight negative from the reduction in insider ownership, though the remaining holding is substantial.

Next Steps

• Remaining 80% of the 11,754 original RSUs (granted March 1, 2023) will vest in equal quarterly installments over the remaining four years.
• Remaining 80% of the 4,611 original RSUs (granted March 2, 2022) will vest in equal quarterly installments over the remaining four years.

Key Dates

Keywords

Pegasystems, PEGA, Rifat Kerim Akgonul, Chief Product Officer, Insider Trading, Form 4, Stock Sales, RSU Vesting, 10b5-1 Plan, Stock Split