Form 4: Pegasystems SVP of Finance & CAO Exercises RSUs
Insider Transaction Report
Efstathios A. Kouninis, SVP of Finance & CAO at Pegasystems Inc., reported the vesting and exercise of restricted stock units and subsequent tax-related sales.
Summary
- Efstathios A. Kouninis, SVP of Finance & CAO, reported transactions involving Pegasystems Inc. common stock and restricted stock units (RSUs).
- On September 1, 2025, 206 common shares were acquired upon the vesting of RSUs at a price of $0. These shares represent a 5% vesting of an original grant of 2,057 RSUs from March 1, 2023.
- Concurrently on September 1, 2025, 51 common shares were disposed of at $54.21 per share to cover tax withholding obligations.
- Following these transactions, Kouninis directly beneficially owned 155 common shares and 1,234 derivative restricted stock units from the March 1, 2023 grant.
- On September 2, 2025, an additional 106 common shares were acquired upon the vesting of RSUs at a price of $0. These shares represent a 5% vesting of an original grant of 1,057 RSUs from March 2, 2022.
- Also on September 2, 2025, 26 common shares were disposed of at $54.21 per share for tax withholding.
- After these transactions, Kouninis directly beneficially owned 235 common shares and 212 derivative restricted stock units from the March 2, 2022 grant.
- All share amounts reported in this Form 4 have been restated to reflect a 2-for-1 forward stock split of Pegasystems Inc.'s common stock, which was effective on June 20, 2025.
- The transactions were made pursuant to a Rule 10b5-1(c) plan.
Sentiment
Score: 5
Explanation: The filing reports routine insider transactions related to executive compensation, specifically the vesting of restricted stock units and subsequent tax-related sales, which are generally neutral in sentiment and do not indicate a change in company fundamentals.
Positives
- The executive continues to hold a significant number of shares and restricted stock units, aligning their interests with shareholders.
- The transactions are routine vesting events, indicating stability in executive compensation structure.
Negatives
- The disposition of shares for tax withholding is a standard practice and not indicative of negative sentiment towards the company.
Future Outlook
The filing does not contain specific forward-looking statements or guidance beyond the scheduled vesting of restricted stock units.
Industry Context
This filing represents a routine insider transaction related to executive compensation, which is a common practice across all industries for publicly traded companies. It does not provide specific insights into broader industry trends or competitive positioning.
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Policy Adherence | The transactions were made pursuant to a contract, instruction, or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). | NA | Indicates adherence to insider trading policies and pre-planned equity transactions, reducing the perception of opportunistic trading. |
Stakeholder Impact
- Shareholders: The transactions are routine and reflect standard executive compensation practices, with minimal direct impact on current share value or company strategy.
- Employees: No direct impact on employees beyond the reporting person's compensation structure.
Next Steps
- Continued vesting of the remaining restricted stock units according to their original schedules.
Key Dates
| Date | Description |
|---|---|
| 03/02/2022 | Original grant date for 1,057 restricted stock units, with 20% vesting on this date and the remaining 80% vesting in equal quarterly installments over four years. |
| 03/01/2023 | Original grant date for 2,057 restricted stock units, with 20% vesting on this date and the remaining 80% vesting in equal quarterly installments over four years. |
| 06/20/2025 | Pegasystems Inc. effectuated a 2-for-1 forward stock split of its common stock, leading to restatement of all share amounts in this Form 4. |
| 09/01/2025 | 5% vesting of 206 restricted stock units occurred, with a release date of September 2, 2025. |
| 09/02/2025 | 5% vesting of 106 restricted stock units occurred. |
| 09/04/2025 | Date the Form 4 was signed and filed. |
| 03/02/2026 | Expiration date for the restricted stock units granted on March 2, 2022. |
| 03/01/2027 | Expiration date for the restricted stock units granted on March 1, 2023. |
Recommendation
holdThe Form 4 filing details routine vesting and tax-related sales of restricted stock units by a company executive, which are typically pre-scheduled and do not indicate a change in the company's fundamental outlook or warrant a shift in investment recommendation. These are expected transactions and do not provide new information to alter an existing investment thesis.
Keywords
Pegasystems, PEGA, Form 4, Insider Transaction, Restricted Stock Units, RSU, Stock Vesting, Executive Compensation, Efstathios Kouninis, Stock Split
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