Item 5. Other Information
ITEM 5. OTHER INFORMATION
Rule 10b5-1 and non-rule 10b5-1 trading arrangements
On August 29, 2024 , Kenneth Stillwell , our Chief Financial Officer and Chief Operating Officer , entered into a trading plan that provides for the sale of 18,000 shares of our common stock. The plan will terminate on August 31, 2025 , subject to early termination for certain specified events set forth in the plan.
Other than as disclosed above, during the three months ended September 30, 2024, 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.
Share Repurchase Program
On October 22, 2024, our Board of Directors extended the expiration date of our share repurchase program from June 30, 2025 to December 31, 2025 and increased the authorized repurchase by $ 250 million to $ 310 million as of that date. 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 December 31, 2024 and 2025.
31
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.
X
31.2 Certification pursuant to Exchange Act Rules 13a-14 and 15d-14 of the Chief Financial Officer.
X
32 Certification pursuant to 18 U.S.C. Section 1350 of the Chief Executive Officer and the Chief Financial Officer.
+
101.INS Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
X
101.SCH Inline XBRL Taxonomy Extension Schema Document.
X
101.CAL Inline XBRL Taxonomy Calculation Linkbase Document.
X
101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document.
X
101.LAB Inline XBRL Taxonomy Label Linkbase Document.
X
101.PRE Inline XBRL Taxonomy Presentation Linkbase Document.
X
104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
X
+ Indicates that the exhibit is being furnished with this report and is not filed as a part of it.
32
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: October 23, 2024 By: /s/ KENNETH STILLWELL
Kenneth Stillwell
Chief Operating Officer and Chief Financial Officer
(Principal Financial Officer)
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.