PEGASYSTEMS INC - Quarter Report: 2024 June (Form 10-Q)

December 31, 2023 $ $ $()$()$ Issuance of common stock for stock compensation plans — — Issuance of common stock under the employee stock purchase plan — — — Stock-based compensation— — — —

Cash dividends declared ($ per share)

— — ()— — ()Other comprehensive (loss)— — — — ()()Net (loss)— — — ()— ()March 31, 2024 $ $ $()$()$ Issuance of common stock for stock compensation plans — — Issuance of common stock under the employee stock purchase plan — — — Stock-based compensation— — — —

Cash dividends declared ($ per share)

— — ()— — ()Other comprehensive (loss)— — — ()()Net income— — — — June 30, 2024 $ $ $()$()$ Proceeds from employee stock plans Common stock repurchases for tax withholdings for net settlement of equity awards()()Other Cash provided by (used in) financing activities ()Effect of exchange rate changes on cash, cash equivalents, and restricted cash() Net increase in cash, cash equivalents, and restricted cash Cash, cash equivalents, and restricted cash, beginning of period Cash, cash equivalents, and restricted cash, end of period$ $ Cash and cash equivalents$ $ Restricted cash included in other current assets Restricted cash included in other long-term assets Total cash, cash equivalents, and restricted cash$ $

See notes to unaudited condensed consolidated financial statements.

PEGASYSTEMS INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

$ $()$ $ $ $()$ Corporate debt () () $ $ $()$ $ $ $()$

As of June 30, 2024, marketable securities’ maturities ranged from July 2024 to January 2026, with a weighted-average remaining maturity of years.

$ Unbilled receivables, net

Long-term unbilled receivables, net

$ $

Unbilled receivables

Unbilled receivables are client-committed amounts for which revenue recognition precedes billing. Billing is solely subject to the passage of time.

%1-2 years %2-5 years %$ % %2023 %2022 %2021 %2020 and prior %$ %

PEGASYSTEMS INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

Long-term contract assets

$ $

Deferred revenue

Deferred revenue consists of billings made and payments received in advance of revenue recognition.


(in thousands)	June 30, 2024	December 31, 2023
Deferred revenue	$	$
Long-term deferred revenue
	$	$

The decrease in deferred revenue in the six months ended June 30, 2024, was primarily due to $ million of revenue recognized that was in deferred revenue as of December 31, 2023.

$ $ $ $

(1) Included in selling and marketing.

$ $ $ $ $

Selling and marketing

$ $ $ $

$ Contract assets Insurance receivable Indirect tax receivable Capped call transactions Restricted cash Other $ $

Other long-term assets


(in thousands)	June 30, 2024	December 31, 2023
Deferred commissions	$	$
Right of use assets
Property and equipment
Venture investments
Contract assets
Intangible assets
Capped call transactions
Deferred income taxes
Restricted cash
Other
	$	$

PEGASYSTEMS INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

$ Outside professional services Marketing and sales program Income and other taxes Employee related Other $ $

$ Dividends payable Other $ $

Other long-term liabilities


(in thousands)	June 30, 2024	December 31, 2023
Deferred revenue	$	$
Income taxes payable
Other
	$	$

$ $ $ Short-term lease costs Variable lease costs $ $ $ $

Right of use assets and lease liabilities $

Operating lease liabilities

$ $ Long-term operating lease liabilities$ $

years years

Weighted-average discount rate (1)

% %

(1) The rates implicit in the Company’s leases are not readily determinable. Therefore, the Company uses its incremental borrowing rate as the discount rate when measuring operating lease liabilities. The incremental borrowing rate represents an estimate of the interest rate the Company would incur to borrow an amount equal to the lease payments on a collateralized basis over the lease term in a similar economic environment.

PEGASYSTEMS INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

2025 2026 2027 2028 2029 Thereafter Total lease payments

Less: imputed interest (1)

()$

(1) Lease liabilities are measured at the present value of the remaining lease payments using a discount rate determined at lease commencement unless the discount rate is updated due to a lease reassessment event.

Cash flow information $ Right of use assets recognized for new leases and amendments (non-cash)$ $

million, due March 1, 2025, in a private placement. No principal payments are due before maturity. The Notes accrue interest at an annual rate of %, payable semi-annually in arrears on March 1 and September 1, beginning September 1, 2020. In the three and six months ended June 30, 2023, the Company recognized gains of $ million and $ million, respectively, in other income, net from repurchases of Notes representing $ million and $ million, respectively, in aggregate principal amount.

Conversion rights

The conversion rate is 7.4045 shares of common stock per $1,000 principal amount of the Notes, representing an initial conversion price of $ per share of common stock. The conversion rate will be adjusted upon certain events, including spin-offs, tender offers, exchange offers, and certain stockholder distributions. The Company will settle conversions by paying or delivering cash, shares of its common stock, or a combination of cash and shares of its common stock, at the Company’s election, based on the applicable conversion rate.

Beginning on September 1, 2024, noteholders may convert their Notes at any time at their election.

Before September 1, 2024, noteholders may convert their Notes in the following circumstances:

•During any calendar quarter beginning after June 30, 2020 (and only during such calendar quarter), if the last reported sale price per share of the Company’s common stock exceeds % of the conversion price for each of at least trading days (whether or not consecutive) during the consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter.

•During the consecutive business days immediately after any consecutive trading day period (the “Measurement Period”), if the trading price per $1,000 principal amount of Notes for each trading day of the Measurement Period was less than % of the product of the last reported sale price per share of common stock on such trading day and the conversion rate on such trading day.

•Upon certain corporate events or distributions or if the Company calls any Notes for redemption, noteholders may convert before the close of business on the business day immediately before the related redemption date (or, if the Company fails to pay the redemption price in full on the redemption date until the Company pays the redemption price).

As of June 30, 2024, the Notes were not eligible for conversion.

PEGASYSTEMS INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

th scheduled trading day immediately before the maturity date, the Company may redeem for cash all or part of the Notes at a repurchase price equal to % of the principal amount, plus accrued and unpaid interest, if the last reported sale price of the Company’s common stock exceeded % of the conversion price then in effect for at least trading days (whether or not consecutive) during any consecutive trading day period ending on, and including, the trading day immediately preceding the date on which the Company provides a redemption notice.

If certain corporate events that constitute a “Fundamental Change” occur, each noteholder will have the right to require the Company to repurchase for cash all of such noteholder’s Notes, or any portion of the principal thereof that is equal to $1,000 or a multiple of $1,000, at a repurchase price equal to % of the principal amount thereof, plus accrued and unpaid interest. A Fundamental Change relates to mergers, changes in control of the Company, liquidation/dissolution of the Company, or the delisting of the Company’s common stock.

$ Unamortized issuance costs()()Convertible senior notes, net$ $

Interest expense related to the Notes:


	Three Months Ended June 30,		Six Months Ended June 30,
(in thousands)	2024	2023	2024	2023
Contractual interest expense (% coupon)	$	$	$	$
Amortization of issuance costs
	$	$	$	$

The average interest rate on the Notes in the six months ended June 30, 2024 and 2023 was %.

$ $ 2025 $ $ $

Capped call transactions

In February 2020, the Company entered into privately negotiated capped call transactions (the “Capped Call Transactions”) with certain financial institutions. The Capped Call Transactions initially covered approximately million shares (representing the number of shares for which the Notes were initially convertible) of the Company’s common stock. In the three and six months ended June 30, 2023, Capped Call Transactions covering approximately million and million shares, respectively, were settled for proceeds of $ million and $ million, respectively. As of June 30, 2024, Capped Call Transactions covering approximately million shares were outstanding.

The Capped Call Transactions are expected to reduce common stock dilution and/or offset any potential cash payments the Company must make, other than for principal and interest, upon conversion of the Notes, with such reduction and/or offset subject to a cap of $. The cap price of the Capped Call Transactions is subject to adjustment upon specified extraordinary events affecting the Company, including mergers and tender offers.

The Capped Call Transactions are accounted for as derivative instruments and do not qualify for the Company’s own equity scope exception in ASC 815 since, in some cases of early settlement, the settlement value calculated following the governing documents may not represent a fair value measurement. The Capped Call Transactions are remeasured to fair value each reporting period, resulting in a non-operating gain or loss.

PEGASYSTEMS INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

$ Settlements ()Fair value adjustment June 30,$ $

Credit facility

In November 2019, and as since amended, the Company entered into a $ million senior secured revolving credit agreement (the “Credit Facility”) with PNC Bank, National Association. The Company may use borrowings for general corporate purposes and to finance working capital needs. Subject to specific conditions and the agreement of the financial institutions lending the additional amount, the aggregate commitment may be increased to $ million. The commitments expire on November 4, 2024, and any outstanding loans will be payable on such date. On April 23, 2024, the Credit Facility was amended to extend the expiration date to February 4, 2025. The Credit Facility, as amended, contains customary covenants, including, but not limited to, those relating to additional indebtedness, liens, asset divestitures, and affiliate transactions. Beginning with the fiscal quarter ended March 31, 2024, the Company must maintain a maximum net consolidated leverage ratio of to 1.0 (with a step-up for certain acquisitions) and a minimum consolidated interest coverage ratio of to 1.

million in outstanding letters of credit under the Credit Facility, reducing available borrowing capacity, but outstanding cash borrowings.

Employee severance and related benefitsJune 30, 2023$

Employee severance and related benefits and office space reduction

September 30, 2023$ Office space reductionDecember 31, 2023$ Office space reductionJune 30, 2024$

Accrued employee severance and related benefits:

Change for all restructuring actions:


	Six Months Ended June 30,
(in thousands)	2024	2023
January 1,	$	$
Costs incurred	()
Cash disbursements	()	()
Currency translation adjustments	()
June 30,	$	$

Note: Accrued employee severance and related benefits is included in accrued compensation and related expenses.

PEGASYSTEMS INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

$ $ $ $ $ $ $ Marketable securities $ $ $ $ $ $ $ $

Capped Call Transactions

$ $ $ $ $ $ $ $

Venture investments (1)

$ $ $ $ $ $ $ $

(1) Investments in privately-held companies

$ New investments Sales of investments ()Changes in foreign exchange rates() Changes in fair value:

included in other income, net

included in other comprehensive income (loss)

()()June 30,$ $

The carrying value of certain financial instruments, including receivables and accounts payable, approximates fair value due to their short maturities.

Fair value of the Convertible Senior Notes

The fair value of the Notes outstanding (including the embedded conversion feature) was $ million as of June 30, 2024, and $ million as of December 31, 2023.

The fair value was determined based on the Notes’ quoted price in an over-the-counter market on the last trading day of the reporting period and classified within Level 2 in the fair value hierarchy.

%$ %$ %$ %Other Americas % % % %United Kingdom (“U.K.”) % % % %Europe (excluding U.K.), Middle East, and Africa % % % %Asia-Pacific % % % %$ %$ %$ %$ %

PEGASYSTEMS INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

$ $ $ Perpetual license Revenue recognized at a point in time Maintenance Pega Cloud Consulting Revenue recognized over time Total revenue$ $ $ $


	Three Months Ended June 30,		Six Months Ended June 30,
(in thousands)	2024	2023	2024	2023
Pega Cloud	$	$	$	$
Maintenance
Subscription services
Subscription license
Subscription
Consulting
Perpetual license
	$	$	$	$

Remaining performance obligations ("Backlog")

$ $ $ $ $ %

1-2 years

2-3 years

Greater than 3 years

%$ $ $ $ $ $ %

As of June 30, 2023:

(Dollars in thousands)

Subscription services

Subscription license

Perpetual license

Consulting

Total

Pega Cloud

Maintenance

1 year or less

1-2 years

2-3 years

Greater than 3 years

PEGASYSTEMS INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

$ $ $

Selling and marketing

Research and development

General and administrative

$ $ $ $

Income tax benefit

$()$()$()$()

As of June 30, 2024, the Company had $ million of unrecognized stock-based compensation expense, net of estimated forfeitures, which is expected to be recognized over a weighted-average period of years.

Non-qualified stock options

Performance stock options (2)

$ ()%

The Company’s effective income tax rate for the six months ended June 30, 2024, is impacted by the jurisdictional mix and timing of the actual compared to projected earnings (losses). It is also impacted by the valuation allowance on its deferred tax assets in the U.S. and U.K. and a near break-even pretax income resulting in a not meaningful high effective income tax rate.

The Company recognizes deferred tax assets to the extent that it believes that these assets are more likely than not to be realized. A deferred tax valuation allowance requires significant judgment and uncertainties, including assumptions about future taxable income. Quarterly, the Company reassesses the need for a valuation allowance on its net deferred tax assets by weighting all available and objectively verifiable negative and positive evidence, including projected future reversals of existing taxable temporary differences, committed contractual backlog (“Backlog”), projected future taxable income, including the impact of enacted legislation, tax-planning strategies, and recent operating results.

The Company intends to maintain a valuation allowance on its U.S. and U.K. net deferred tax assets until sufficient evidence exists to support their realization.

PEGASYSTEMS INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

$()$()$()Weighted-average common shares outstanding Earnings (loss) per share, basic$ $()$()$()Net income (loss)$ $()$()$()Numerator for diluted EPS $ $()$()$()Weighted-average effect of dilutive securities:1,310 13 %

Note: Constant currency ACV is calculated by applying the June 30, 2023 foreign exchange rates to all periods shown.

Cash flow (1)


(Dollars in thousands)	Six Months Ended June 30,					Change
	2024			2023
Cash provided by operating activities	$	220,243		$	113,752	94	%
Investment in property and equipment	(1,857)			(13,933)
Free cash flow (1)	$	218,386		$	99,819	119	%

Supplemental information (2)
Litigation settlement, net of recoveries	$	32,403		$	—
Legal fees	2,701			2,950
Restructuring	3,852			17,521
Interest on convertible senior notes	1,884			2,250

	(21)		%

* not meaningful

Our effective income tax rate for the six months ended June 30, 2024, is impacted by the jurisdictional mix and timing of the actual compared to projected earnings (losses). It is also impacted by the valuation allowance on our deferred tax assets in the U.S. and U.K. and a near break-even pretax income resulting in a not meaningful high effective income tax rate.

The Organization for Economic Cooperation and Development (“OECD”) has introduced new global minimum tax regulations, known as Pillar Two, that began to come into effect on January 1, 2024. We are monitoring this development and evaluating its potential impact on our tax rate and eligibility to qualify for the safe harbor provisions. For 2024, we currently anticipate meeting the transitional safe harbors in most jurisdictions, with any remaining top-up tax being immaterial.

LIQUIDITY AND CAPITAL RESOURCES


	Six Months Ended June 30,
(in thousands)	2024		2023
Cash provided by (used in):
Operating activities	$	220,243	$	113,752
Investing activities	(209,700)		15,979
Financing activities	22,503		(86,988)
Effect of exchange rate changes on cash, cash equivalents, and restricted cash	(2,842)		1,010
Net increase in cash, cash equivalents, and restricted cash	$	30,204	$	43,753


(in thousands)	June 30, 2024		December 31, 2023
Held in U.S. entities	$	468,286	$	263,453
Held in foreign entities	196,790		159,885
Total cash, cash equivalents, and marketable securities	665,076		423,338
Restricted cash included in other current assets	768		—
Restricted cash included in other long-term assets	4,006		2,925
Total cash, cash equivalents, marketable securities, and restricted cash	$	669,850	$	426,263

We believe that our current cash, marketable securities, cash flow provided by operations, borrowing capacity, and ability to engage in capital market transactions will be sufficient to fund our operations, settlement of our convertible senior notes due on March 1, 2025, stock repurchases, and quarterly cash dividends for at least the next 12 months and to meet our known long-term cash requirements. Whether these resources are adequate to meet our liquidity needs beyond that period will depend on our future growth, operating results, and the investments needed to support our operations. We may utilize available funds or seek external financing if we require additional capital resources.

If it becomes necessary or desirable to repatriate foreign funds, we may have to pay federal, state, and local income taxes as well as foreign withholding taxes upon repatriation. However, estimating the taxes we would have to pay is impracticable due to the complexity of income tax laws and regulations.

Operating activities

The change in cash provided by operating activities in the six months ended June 30, 2024 was primarily due to growth in client collections and the impact of our cost-efficiency initiatives. For additional information, see “Note 9. Restructuring” and "Note 15. Commitments and Contingencies" in Part I, Item 1 of this Quarterly Report.

Investing activities

The change in cash (used in) provided by investing activities in the six months ended June 30, 2024 was primarily due to our investments in financial instruments and reduced investment in property and equipment as we optimized our office space.

Financing activities

Debt financing

In February 2020, we issued $600 million in aggregate principal amount of convertible senior notes, which mature on March 1, 2025. As of June 30, 2024, we had $502.3 million in aggregate principal amount of convertible senior notes outstanding. For additional information, see "Note 8. Debt" in Part I, Item 1 of this Quarterly Report.

In November 2019, and as since amended, we entered into a $100 million senior secured revolving credit agreement (the “Credit Facility”) with PNC Bank, National Association. On April 23, 2024, the Credit Facility was amended to extend the expiration date to February 4, 2025. As of June 30, 2024 and December 31, 2023, we had $27.3 million in outstanding letters of credit under the Credit Facility, reducing available borrowing capacity, but no outstanding cash borrowings. For additional information, see "Note 8. Debt" in Part I, Item 1 of this Quarterly Report.

Stock repurchase program

Changes in the remaining stock repurchase authority:


(in thousands)	Six Months Ended June 30, 2024
December 31, 2023	$	60,000
Authorizations (1)	—
June 30, 2024	$	60,000

(1) On April 23, 2024, our Board of Directors extended the expiration date of our current share repurchase program from June 30, 2024 to June 30, 2025.

Common stock repurchases


	Six Months Ended June 30,
	2024			2023
(in thousands)	Shares	Amount		Shares	Amount

Tax withholdings for net settlement of equity awards	38	$	2,360	34	$	1,422

In the six months ended June 30, 2024 and 2023, instead of receiving cash from the equity holders, we withheld shares with a value of $2.8 million and $0.9 million, respectively, for the exercise price of options. These amounts are not included in the table above.

Dividends

We intend to pay a quarterly cash dividend of $0.03 per share. However, the Board of Directors may terminate or modify the dividend program without prior notice.


	Six Months Ended June 30,
(in thousands)	2024		2023
Dividend payments to stockholders	$	5,065	$	4,962

Contractual obligations

As of June 30, 2024, our contractual obligations were:


	Payments due by period
(in thousands)	Remainder of 2024		2025		2026		2027		2028		2029 and after		Other		Total
Convertible senior notes (1)	$	1,883	$	504,154	$	—	$	—	$	—	$	—	$	—	$	506,037
Purchase obligations (2)	81,896		142,483		126,905		135,488		990		—		—		487,762
Operating lease obligations	7,954		18,784		14,384		13,387		12,813		31,749		—		99,071
Venture investment commitments (3)	500		500		—		—		—		—		—		1,000
Liability for uncertain tax positions (4)	—		—		—		—		—		—		858		858
	$	92,233	$	665,921	$	141,289	$	148,875	$	13,803	$	31,749	$	858	$	1,094,728

(1) Includes principal and interest.

(2) Represents the fixed amount owed for purchase obligations including for software licenses, hosting services, and sales and marketing programs.

(3) Represents the maximum funding under existing venture investment agreements. Our venture investment agreements generally allow us to withhold unpaid funds at our discretion.

(4) We cannot reasonably estimate the timing of this cash outflow due to uncertainties in the timing of the effective settlement of tax positions.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Market risk is the risk of loss from adverse changes in financial market prices and rates.

Foreign currency exposure

Translation risk

Our international operations’ operating expenses are primarily denominated in foreign currencies. However, our international sales are also primarily denominated in foreign currencies, partially offsetting our foreign currency exposure.

A hypothetical 10% strengthening in the U.S. dollar against other currencies would have resulted in the following:


	Six Months Ended June 30,
	2024		2023
(Decrease) in revenue	(4)	%	(4)	%
(Decrease) increase in net income	(56)	%	1	%

Remeasurement risk

We incur transaction gains and losses from the remeasurement of monetary assets and liabilities denominated in currencies other than the functional currency of the entities in which they are recorded.

We are primarily exposed to changes in foreign currency exchange rates associated with the Australian dollar, Euro, and U.S. dollar-denominated cash, cash equivalents, receivables, and intercompany balances held by our U.K. subsidiary, a British pound functional entity.

A hypothetical 10% strengthening in the British pound exchange rate in comparison to the Australian dollar, Euro, and U.S. dollar would have resulted in the following impact:


	Six Months Ended June 30,
(in thousands)	2024		2023
Foreign currency (loss)	$	(12,860)	$	(9,869)

ITEM 4. CONTROLS AND PROCEDURES

(a) Evaluation of disclosure controls and procedures

Our management, with the participation of our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (“Exchange Act”)) as of June 30, 2024. In designing and evaluating our disclosure controls and procedures, our management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives, and our management necessarily applied its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on this evaluation, our CEO and CFO concluded that our disclosure controls and procedures were effective as of June 30, 2024.

(b) Changes in internal control over financial reporting

There have been no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended June 30, 2024 that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

The information set forth in “Note 15. Commitments and Contingencies”, in Part I, Item 1 of this Quarterly Report is incorporated herein by reference.

ITEM 1A. RISK FACTORS

We encourage you to carefully consider the risk factors identified in Item 1A. “Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2023, filed with the U.S. Securities and Exchange Commission. These risk factors could materially affect our business, financial condition, and future results and may cause our actual business and financial results to differ materially from those contained in forward-looking statements made in this Quarterly Report on Form 10-Q or elsewhere by management.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Issuer purchases of equity securities (1)

Common stock repurchased in the three months ended June 30, 2024:


(in thousands, except per share amounts)	Total Number of Shares Purchased (2)	Average Price Paid per Share (2)		Total Number of Shares Purchased as Part of Publicly Announced Share Repurchase Program	Approximate Dollar Value of Shares That May Yet Be Purchased at Period End Under Publicly Announced Share Repurchased Programs
April 1, 2024 - April 30, 2024	1	$	58.28	—	$	60,000
May 1, 2024 - May 31, 2024	—	—		—	$	60,000
June 1, 2024 - June 30, 2024	6	57.81		—	$	60,000
	7	$	57.86	—

(1) For additional information, see "Liquidity and Capital Resources" in Part I, Item 2 of this Quarterly Report.

(2) Includes shares withheld to cover the option exercise price and tax withholding obligations for stock compensation awards subject to net settlement provisions.

ITEM 5. OTHER INFORMATION

Rule 10b5-1 and non-rule 10b5-1 trading arrangements

, , one of our , into a trading plan that provides for the sale of an aggregate of shares of our common stock. The plan will terminate on April 30, 2025, subject to early termination for certain specified events set forth in the plan.

Other than as disclosed above, during the three months ended June 30, 2024, no director or officer of the Company or a “Rule 10b5-1 trading arrangement” or “non Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

ITEM 6. EXHIBITS

Exhibit No.

Description

Incorporation by Reference

Filed Herewith

Form

Exhibit

Filing Date

3.1

Restated Articles of Organization of the Registrant and Amendments thereto

10-Q

3.1

November 4, 2014

3.2

Amended and Restated Bylaws of Pegasystems Inc.

8-K

3.2

June 15, 2020

31.1

Certification pursuant to Exchange Act Rules 13a-14 and 15d-14 of the Chief Executive Officer.

31.2

Certification pursuant to Exchange Act Rules 13a-14 and 15d-14 of the Chief Financial Officer.

Certification pursuant to 18 U.S.C. Section 1350 of the Chief Executive Officer and the Chief Financial Officer.

101.INS

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101.SCH

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101.CAL

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101.DEF

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101.LAB

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101.PRE

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104

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

+ Indicates that the exhibit is being furnished with this report and is not filed as a part of it.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


		Pegasystems Inc.

Dated:	July 24, 2024	By:	/s/ KENNETH STILLWELL
			Kenneth Stillwell
			Chief Operating Officer and Chief Financial Officer
			(Principal Financial Officer)

PEGASYSTEMS INC - Quarter Report: 2024 June (Form 10-Q)

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