TREFLER ALAN - 12 Feb 2025 Form 4 Insider Report for PEGASYSTEMS INC (PEGA)

Role: C.E.O. & Chairman, Director, 10%+ Owner
Signature: /s/ Ewelina Kemp, Attorney-in-Fact for Alan Trefler
Issuer symbol: PEGA
Transactions as of: 12 Feb 2025
Net transactions value: $0
Form type: 4
Filing time: 14 Feb 2025, 17:24:54 UTC
Previous filing: 27 Dec 2024
Next filing: 27 Feb 2025
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Shares After	Date	Ownership	Footnotes
holding	PEGA	Common stock	17,340,286	12 Feb 2025	Direct	F1
holding	PEGA	Common stock	1,605,503	12 Feb 2025	Alan N. Trefler Irrevocable Non-GST Trust of 2022
holding	PEGA	Common stock	5,067,271	12 Feb 2025	Alan N. Trefler Grantor Retained Annuity Trust I of 2023
holding	PEGA	Common stock	2,190,736	12 Feb 2025	Alan N. Trefler Grantor Retained Annuity Trust II of 2023
holding	PEGA	Common stock	7,500,000	12 Feb 2025	Alan N. Trefler Grantor Retained Annuity Trust I of 2024
holding	PEGA	Common stock	6,000,000	12 Feb 2025	Alan N. Trefler Grantor Retained Annuity Trust II of 2024

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	PEGA	Stock Options	Award	$0	+181,227	+300%	$0.000000	241,636	12 Feb 2025	Common stock	181,227	$47.27	Direct	F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Does not include shares of common stock subject to unvested restricted stock units and/or options awards.
F2	On March 7, 2023, the reporting person was granted an option to purchase 241,636 shares of common stock. The option vests in two instalments, with up to 25% to vest on the first anniversary of the date of grant based on the Pegasystems' satisfaction of certain performance criteria for the fiscal year ended December 31, 2023, and with up to 75% to vest on the second anniversary of the date of grant based on Pegasystems' satisfaction of certain performance criteria for the fiscal year ended December 31, 2024. The performance criteria for the fiscal year ended December 31, 2024 were met in full, resulting in vesting of the option as to 181,227 shares.

Content

Does not include shares of common stock subject to unvested restricted stock units and/or options awards.

On March 7, 2023, the reporting person was granted an option to purchase 241,636 shares of common stock. The option vests in two instalments, with up to 25% to vest on the first anniversary of the date of grant based on the Pegasystems' satisfaction of certain performance criteria for the fiscal year ended December 31, 2023, and with up to 75% to vest on the second anniversary of the date of grant based on Pegasystems' satisfaction of certain performance criteria for the fiscal year ended December 31, 2024. The performance criteria for the fiscal year ended December 31, 2024 were met in full, resulting in vesting of the option as to 181,227 shares.