SCHEDULE: Pegasystems Founder Alan Trefler Maintains 46% Stake Following Stock Split

Alan Trefler, founder of Pegasystems Inc., has disclosed a beneficial ownership of 46% of the company's common stock, totaling over 79 million shares, following a recent two-for-one stock split.

Summary

• Alan Trefler beneficially owns an aggregate of 79,491,956 shares of Pegasystems Inc. Common Stock.
• This ownership represents 46.0% of the company's outstanding common stock.
• The calculation of the percentage is based on 171,102,015 shares outstanding as of June 30, 2025, plus 1,584,244 shares Mr. Trefler has the right to acquire.
• Mr. Trefler holds sole voting and sole dispositive power over 76,196,950 shares.
• He holds shared voting and shared dispositive power over 3,295,006 shares.
• His ownership includes 33,096,692 shares held individually.
• Significant portions are held through various grantor retained annuity trusts (GRATs) from 2023 and 2024, totaling 41,516,014 shares, where Mr. Trefler is the sole trustee.
• An additional 1,584,244 shares are exercisable within 60 days of June 30, 2025.
• Shared ownership includes 3,211,006 shares held by the Alan N. Trefler Irrevocable Non-GST Trust of 2022, where he can appoint and remove trustees.
• 84,000 shares are held by the Trefler Foundation, where Mr. Trefler is a trustee and shares power, but has no pecuniary interest.
• All share information disclosed reflects a two-for-one forward stock split of Common Stock effected on June 20, 2025.

Sentiment

Score: 5

Explanation: The filing is a factual disclosure of beneficial ownership and does not contain information that directly indicates positive or negative financial performance or operational changes. The sentiment is neutral as it reports a static ownership structure.

Positives

• The founder's substantial ownership stake aligns his interests directly with the long-term performance and value creation for the company.
• Continued significant insider ownership can signal confidence in the company's future prospects.

Negatives

• The high concentration of ownership by a single individual could limit the influence of other shareholders on corporate decisions.
• Potential for control issues given the founder's ability to appoint and remove trustees for certain trusts holding shares.

Risks

• Concentrated ownership by Alan Trefler, representing 46% of the common stock, could impact corporate governance and the influence of minority shareholders.
• The ability of Mr. Trefler to appoint and remove trustees for certain trusts holding significant shares introduces a layer of control risk.

Future Outlook

NA

Industry Context

NA

Related Party Transactions

• Alan Trefler's beneficial ownership includes shares held by various grantor retained annuity trusts (GRATs) where he serves as the sole trustee.
• Shares are also held by the Alan N. Trefler Irrevocable Non-GST Trust of 2022, where Mr. Trefler has the ability to appoint and remove trustees.
• A portion of shares are held by the Trefler Foundation, where Mr. Trefler is a trustee and shares voting and dispositive power, though he has no pecuniary interest in these specific shares.

Stakeholder Impact

• Shareholders: The significant ownership by the founder ensures strong alignment of interests but also implies a high degree of control, potentially limiting the influence of other shareholders.
• Management: The founder's continued substantial stake reinforces his leadership and strategic direction for the company.

Key Dates

Keywords

Pegasystems, Alan Trefler, Beneficial Ownership, SEC Filing, Schedule 13G, Stock Split, Insider Ownership, Corporate Governance, Common Stock, Trusts