KOUNINIS EFSTATHIOS A 4

What Happened

• Efstathios Kouninis, SVP and Chief Accounting Officer of Pegasystems (PEGA), had 440 restricted stock units (RSUs convert/vest) settle on March 5, 2026. The RSUs converted to 440 shares (recorded as derivative exercise/conversion). To cover tax withholding, 108 of those shares were surrendered at $47.05 each for a withholding amount of $5,081. Net received = 440 − 108 = 332 shares added to his holdings (based on the reported transactions).

Key Details

• Transaction date: March 5, 2026; Form 4 filed March 9, 2026 (filed on time).
• Conversion/exercise: 440 shares acquired via RSU settlement (code M) at $0.00 (no cash exercise price).
• Tax withholding: 108 shares withheld/disposed (code F) at $47.05 per share for $5,081.
• A related derivative line shows the RSU instrument disposition (440 shares, coded M, $0 proceeds) reflecting settlement of the award.
• Footnotes: F1 — each RSU converts to one share; F2 — vesting schedule: 25% vests on the initial date and the remaining 75% vests in equal quarterly installments over the next three years.
• Shares owned after the transaction were not provided in the excerpt.

Context

• This was a routine equity award settlement (RSU vesting) with shares withheld to meet tax obligations, not an open-market purchase or an indicative sale of holdings. For retail investors, such transactions typically reflect compensation vesting rather than a directional insider bet.