OTHER INFORMATION
−Removed: Credit Facility
−Removed: On April 21, 2023 and effective on March 31, 2023, we entered into an amendment (the “Amendment”) to our $100 million senior secured revolving credit agreement (the “Credit Agreement”) with PNC Bank, National Association (“PNC”), among other changes.
−Removed: The Amendment modifies the financial covenants as reflected in “Note 8.
−Removed: Debt” of Part I, Item 1 of this Quarterly Report on Form 10-Q.
−Removed: The description contained herein is qualified in its entirety by reference to the Amendment, a copy of which is filed as Exhibit 10.1 to this Quarterly Report on Form 10-Q.
−Removed: Share Repurchase Program
−Removed: On April 25, 2023, our Board of Directors extended the expiration date of our current share repurchase program from June 30, 2023 to June 30, 2024, and the amount of stock we are authorized to repurchase has been increased to $60 million.
−Removed: Any actual repurchases under the current repurchase program will be disclosed in the Company’s annual reports on Form 10-K and quarterly reports on Form 10-Q filed with the Securities and Exchange Commission for the annual and applicable quarterly periods ending between June 30, 2023 and December 31, 2024.
+Added: Rule 10b5-1 and non-rule 10b5-1 trading arrangements
+Added: During the three months ended June 30, 2023, no director or officer of the Company adopted or terminated 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.
Description Incorporation by Reference Filed Herewith
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8-K 3.2 June 15, 2020
−Removed: 10.1 Sixth Amendment to Loan Documents, between Pegasystems Inc.
−Removed: and PNC Bank, National Association
−Removed: 10.2 Fee Letter for Senior Secured Credit Facility , dated Mar ch 31, 2023
−Removed: 10.3 Offer Letter between the Registrant and John Higgins executed December 13, 2020 ++**
31.1 Certification pursuant to Exchange Act Rules 13a-14 and 15d-14 of the Chief Executive Officer.
10 unchanged sentences
+ Indicates that the exhibit is being furnished with this report and is not filed as a part of it.
−Removed: ++ Management contracts and compensatory plans or arrangements required to be filed pursuant to Item 15(b) of Form 10-K.
−Removed: ** Certain portions of this exhibit are considered confidential and have been omitted as allowed under SEC rules and regulations
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.
−Removed: April 26, 2023 By:
+Added: July 26, 2023 By:
/s/ KENNETH STILLWELL
3 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.