Form 4: Pegasystems SVP of Finance & CAO Reports Equity Compensation Transactions and Share Sale

Efstathios A. Kouninis, SVP of Finance & CAO at Pegasystems Inc., reported the vesting of restricted stock units, exercise of stock options, and subsequent sale of shares, including dispositions for tax obligations, on June 5, 2025.

Summary

• On June 5, 2025, Efstathios A. Kouninis, SVP of Finance & CAO of Pegasystems Inc. (PEGA), acquired 220 shares of common stock through the vesting of Restricted Stock Units (RSUs) at a cost of $0.
• Concurrently, 54 shares were disposed of at $101.41 per share to satisfy tax withholding obligations related to the RSU vesting.
• Mr. Kouninis also exercised stock options for 1,180 shares of common stock at an exercise price of $33.9 per share.
• Following the option exercise, 582 shares were disposed of at $103 per share to cover tax withholding obligations.
• Additionally, 598 shares of common stock were sold on the open market at a price of $103 per share.
• After all reported transactions, Mr. Kouninis's direct beneficial ownership of Pegasystems common stock stands at 166 shares.
• The reporting person also holds 2,421 unvested Restricted Stock Units and 8,260 unexercised stock options.

Sentiment

Score: 6

Explanation: The sentiment is moderately positive to neutral. While there was a sale of shares, it was accompanied by significant acquisitions through RSU vesting and option exercise, resulting in a net increase in direct beneficial ownership. The dispositions for tax purposes are routine. The sale itself is not overwhelmingly large in the context of the total shares acquired through compensation, suggesting it's likely for personal liquidity rather than a negative signal about the company's prospects.

Positives

• The vesting of 220 Restricted Stock Units (RSUs) at a cost of $0 represents a direct gain for the reporting person.
• The exercise of 1,180 stock options at a strike price of $33.9, significantly below the market price of $103, indicates a substantial in-the-money value for the reporting person.

Negatives

• A total of 1,234 shares were disposed of (54 shares for RSU tax, 582 shares for option tax, and 598 shares from open market sale), reducing the reporting person's direct common stock holdings from a peak of 1,346 shares during the transaction sequence to 166 shares.
• The open market sale of 598 shares at $103 represents a disposition of equity by a senior executive.

Future Outlook

NA

Industry Context

This Form 4 filing details routine equity compensation transactions and a subsequent share sale by a senior executive. Such transactions are common in the technology industry where executive compensation often includes significant equity components, designed to align management interests with shareholder value over the long term.

Related Party Transactions

• Disposition of 54 shares to the issuer at $101.41 to satisfy tax withholding obligations related to RSU vesting, exempted pursuant to Rule 16b-3(e).
• Disposition of 582 shares to the issuer at $103 to satisfy tax withholding obligations related to stock option exercise and Mr. Kouninis's tax liability.

Stakeholder Impact

• Shareholders: The report provides transparency into executive equity transactions, which can influence investor sentiment regarding management's confidence in the company.
• Employees: The report highlights the structure of executive equity compensation, which may be indicative of broader compensation practices within the company.

Next Steps

• Remaining 75% of the original RSU grant (3,522 units) will vest in equal quarterly installments over the next three years, following the 25% vesting on March 5, 2025.
• Remaining stock options will continue to vest in equal quarterly installments over a four-year period, with the first vest having occurred on February 2, 2023.

Key Dates

Keywords

SEC Form 4, Insider Trading, Equity Compensation, Stock Options, Restricted Stock Units, PEGA, Pegasystems, Executive Compensation, Share Sale, Tax Withholding