What changed in this filing

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Item 7. Management’s Discussion and Analysis

2025-02-12 compared with 2024-02-14 · 73 added, 96 removed, 242 unchanged (41% of the section changed)

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We believe that these measures help investors understand our core operating results and prospects, which is consistent with how management measures and forecasts our performance without the effect of often one-time charges and other items outside our normal operations.

Management uses these measures to assess the performance of the company's operations and establish operational goals and incentives.

They are not a substitute for financial measures prepared under U.S.

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BUSINESS OVERVIEW

We develop, market, license, host, and support enterprise software that helps organizations build agility into their business so they can adapt to change.

Our powerful, low-code platform for workflow automation and artificial intelligence-powered decisioning enables the world’s leading brands and government agencies to hyper-personalize customer experiences, streamline customer service, and automate mission-critical business processes and workflows.

With Pega, our clients can leverage our artificial intelligence (“AI”) technology and scalable architecture to accelerate their digital transformation.

In addition, our client success teams, world-class partners, and clients leverage our Pega Express™ methodology to design and deploy mission-critical applications quickly and collaboratively.

We develop, market, license, host, and support enterprise software that helps organizations optimize decisions and processes in real-time so they can deliver outcomes that transform their business.

Our powerful platform for enterprise AI decisioning and workflow automation enables the world’s leading brands and government agencies to hyper-personalize customer experiences, automate customer service, and streamline operations, mission-critical business processes, and workflows.

With Pega, our clients can leverage our AI technology and scalable architecture to accelerate their digital transformation.

In addition, our sales and client success teams, world-class partners, and clients are able to leverage Pega GenAI Blueprint TM (“Blueprint”) to rapidly prototype and accelerate the development and deployment of applications quickly and collaboratively.

Our target clients are Global 2000 organizations and government agencies that require solutions to distinguish themselves in the markets they serve.

Our solutions achieve and facilitate differentiation by increasing business agility, driving growth, improving productivity, attracting and retaining customers, and reducing risk.

Along with our partners, we deliver solutions tailored to the specific industry needs of our clients.

Along with our partners, we deliver solutions tailored by industry.

Performance metrics

We use performance metrics to analyze and assess our overall performance, make operating decisions, and forecast and plan for future periods, including:

Annual contract value (“ACV”)

ACV represents the annualized value of our active contracts as of the measurement date.

Annual Contract Value (“ACV”) represents the annualized value of our active contracts as of the measurement date.

The contract's total value is divided by its duration in years to calculate ACV.

ACV is a performance measure that we believe provides useful information to our management and investors.

In 2023, the Company revised its ACV methodology for maintenance and all contracts less than 12 months as its overall client renewal rate exceeds 90%.

The impact of the change was $3 million or 0.3% of Total ACV or less for all quarters in 2022.

Previously disclosed ACV amounts have been updated to allow for comparability.

This simplification, made possible by improvements to the Company’s financial systems, ensures that ACV for all contract types and lengths is consistently calculated as the total contract value divided by the duration in years.

Previously, ACV for maintenance was calculated as the maintenance revenue for the quarter then ended, multiplied by four, and ACV for contracts less than 12 months was equal to the contract’s total value.

The Company believes the simplified methodology better represents the current value of its contracts and better aligns its definition with comparable companies.

Reconciliation of ACV and ACV (constant currency)

(Dollars in thousands) December 31, 2024 December 31, 2023 Change Constant Currency Change

Pega Cloud $ 652,443 $ 552,998 $ 99,445 18 % 21 %

291,807 324,091 (32,284) (10) % (8) %

Subscription services

944,250 877,089 67,161 8 % 10 %

Subscription license

427,268 377,794 49,474 13 % 14 %

$ 1,371,518 $ 1,254,883 $ 116,635 9 % 11 %

Reconciliation of ACV and constant currency ACV

(in millions, except percentages) December 31, 2023 December 31, 2024 1-Year Change

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Impact of changes in foreign exchange rates — 23

ACV (constant currency)

Constant currency ACV

$ 1,255 $ 1,395 11 %

ACV (constant currency) is calculated by applying the December 31, 2022 foreign exchange rates to all periods shown.

Starting in the third quarter of 2023, the Company calculated free cash flow as cash provided by operating activities less investments in property and equipment.

To ensure comparability, previously disclosed amounts have been updated.

Constant currency ACV is calculated by applying the December 31, 2023 foreign exchange rates to all periods shown.

(Dollars in thousands) 2024 2023

Cash provided by operating activities $ 345,926 $ 217,785 59 %

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Supplemental information (2)

Litigation settlement, net of recoveries $ 32,403 $ —

16,197 14,645

Restructuring 5,252 29,401

Legal fees 14,645 41,789

Interest on convertible senior notes 3,810 4,134

Other 601 6,805

82,317 11,664

Effect of supplemental information to Rule of 40 achievement (4)

$ 139,979 $ 60,445

(1) Our non-GAAP free cash flow is defined as cash provided by operating activities less investment in property and equipment.

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This information is not a substitute for financial measures prepared under U.S.

Starting in the third quarter of 2023, the Company calculated free cash flow as cash provided by operating activities less investments in property and equipment.

To ensure comparability, previously disclosed amounts have been updated.

(2) Operating and free cash flow margin are calculated by comparing the respective cash flow to total revenue.

(2) The supplemental information discloses items that affect our cash flows and are considered by management not to be representative of our core business operations and ongoing operational performance.

• Restructuring :

Restructuring fluctuates in amount and frequency and is significantly affected by the timing and size of our restructuring activities.

◦ Litigation settlement, net of recoveries :

Cost to settle litigation, net of insurance recoveries, arising from proceedings outside the ordinary course of business.

See "Note 20.

Commitments And Contingencies" in Item 8 of this Annual Report for further information.

◦ Legal fees:

Legal and related fees arising from proceedings outside the ordinary course of business.

◦ Restructuring:

Restructuring fluctuates in amount and frequency and is significantly affected by the timing and size of our restructuring activities.

◦ Interest on convertible senior notes :

In February 2020, we issued convertible senior notes, due March 1, 2025, in a private placement.

The Notes accrue interest at an annual rate of 0.75%, payable semi-annually in arrears on March 1 and September 1.

Fees related to capital advisory services, canceled in-person sales and marketing events, and incremental costs incurred integrating acquisitions.

The convertible senior notes accrue interest at an annual rate of 0.75%, payable semi-annually in arrears on March 1 and September 1.

Fees related to canceled in-person sales and marketing events.

◦ Income taxes :

Direct income taxes paid net of refunds received.

(4) Rule of 40 :

A performance metric calculated by adding the annual contract value (“ACV”) growth rate and the free cash flow margin.

We also provide a table of supplemental information of other items that affect our cash flows and Rule of 40 achievement.

Remaining performance obligations (“Backlog”)

Reconciliation of Backlog and Constant Currency Backlog (Non-GAAP)

December 31, 2022 December 31, 2023 1 Year Growth Rate

(in millions, except percentages) December 31, 2023 December 31, 2024 1-Year Growth Rate

Backlog - GAAP $ 1,463 $ 1,623 11 %

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Constant currency backlog $ 1,463 $ 1,662 14 %

$ 1,356 $ 1,447 7 %

Constant currency Backlog is calculated by applying the Q4 2022 foreign exchange rates to all periods shown.

Constant currency Backlog is calculated by applying the December 31, 2023 foreign exchange rates to all periods shown.

RESULTS OF OPERATIONS

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$ 1,497,180 100 % $ 1,432,616 100 % $ 64,564 5 %

• The increase in Pega Cloud revenue in 2023 was primarily due to the growth of the hosted client base as our clients continued to expand their use of Pega Cloud.

• The increase in maintenance revenue in 2023 was primarily due to continued demand for our subscription license offerings, which are sold with maintenance committed for the full term of the subscription license

• The increase in subscription license revenue in 2023 was primarily due to high renewal activity, resulting in an increase in license deliveries.

• The increase in Pega Cloud revenue in 2024 was primarily due to expanded adoption of Pega Cloud by our existing clients.

• The decrease in maintenance revenue in 2024 was primarily due to our clients’ shift to Pega Cloud-based offerings, which do not generally result in maintenance revenue.

• The decrease in subscription license revenue in 2024 was primarily due to our clients’ shift to Pega Cloud-based offerings, and several large multi-year subscription license contracts recognized in revenue in 2023.

• The decrease in perpetual license revenue in 2024 reflects our strategy of promoting subscription-based arrangements.

• The decrease in consulting revenue in 2023 was primarily due to lower consultant billable hours outside of North America and lower realization rates in North America.

• The decrease in consulting revenue in 2024 was primarily due to decreases in consultant billable hours.

(Dollars in thousands) Gross Profit % Gross Profit % Change

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$ 1,106,515 74 % $ 1,054,133 74 % $ 52,382 5 %

* not meaningful

The gross profit change in 2024 was primarily due to a shift in the revenue mix.

Also contributing to the change was:

• The increase in Pega Cloud gross profit percent in 2023 was primarily due to an increase in cost efficiency, particularly for hosting services, as Pega Cloud continues to grow and scale.

• The decrease in maintenance gross profit percent in 2023 was primarily due to an increase in compensation and benefits as a result of an increase in headcount.

• The decrease in consulting gross profit percent in 2023 was primarily due to lower consultant billable hours outside of North America and lower realization rates in North America.

• The increase in Pega Cloud gross profit percent in 2024 was primarily due to increased cost efficiency, primarily for hosting services and employee compensation and benefits, as Pega Cloud continues to grow and scale.

• The decrease in consulting gross profit percent in 2024 was primarily due to a decrease in utilization rates.

Operating expenses

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General and administrative $ 112,848 8 % $ 96,743 7 % $ 16,105 17 %

Litigation settlement, net of recoveries

$ 32,403 2 % $ — — % $ 32,403 *

Restructuring $ 4,528 — % $ 21,747 2 % $ (17,219) (79) %

* not meaningful

• The decrease in selling and marketing in 2023 was primarily due to a decrease in compensation and benefits of $59.5 million due to reduced headcount as we optimize our go-to-market strategy.

• The decrease in selling and marketing in 2024 was primarily due to a decrease in compensation and benefits of $27.8 million due to reduced headcount from the optimization of our go-to-market strategy.

For additional information, see "Note 12.

Restructuring" in Item 8 of this Annual Report.

• The decrease in general and administrative in 2023 was primarily due to a decrease of $20.7 million in legal fees and related expenses arising from proceedings outside the ordinary course of business.

• The increase in general and administrative in 2024 was primarily due to an increase of $10.7 million in compensation and benefits including $4.8 million of stock based compensation expense associated with performance stock options granted in 2023 (see "Note 16.

Stock-Based Compensation" ) and an increase of $4.8 million in legal fees and related expenses arising from legal proceedings outside the ordinary course of business.

We expect to continue to incur additional costs for these proceedings.

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Commitments And Contingencies" in Item 8 of this Annual Report.

• The restructuring in 2023 and 2022 was primarily due to our efforts to optimize our go-to-market organization.

• The restructuring in 2024 and 2023 was primarily due to our efforts to optimize our go-to-market organization and office space.

For additional information, see "Note 12.

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$ 18,754 $ 14,486 $ 4,268 29 %

* not meaningful

• The change in foreign currency transaction (loss) gain in 2024 was primarily due to the impact of fluctuations in foreign currency exchange rates associated with foreign currency-denominated cash and receivables held by our subsidiary in the United Kingdom.

• The increase in interest income in 2023 was primarily due to an increase in market interest rates.

• The decrease in interest expense in 2023 was due to our repurchases of convertible senior notes.

For additional information, see "Note 11.

Debt" in Item 8 of this Annual Report.

• The increase in interest income in 2024 was primarily due to higher investment balances and higher interest rate yields.

• The change in (loss) on capped call transactions in 2024 was due to fair value adjustments for our capped call transactions.

• The increase in other income, net in 2023, was due to a $7.9 million gain from repurchases of our convertible senior notes and a $10.9 million increase in the value of equity securities held in our venture investments portfolio.

• The decrease in other income, net in 2024, was due to a reduction of $7.4 million in the gain from repurchases of our convertible senior notes and a reduction of $10 million in the gain in the value of equity securities held in our venture investments portfolio.

For additional information, see "Note 11.

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Effective income tax rate 30 % 29 %

The effective income tax rate in the year ended December 31, 2023 was primarily driven by the valuation allowance on our deferred tax assets in the U.S.

and the taxable income position in the U.S and the UK., partially offset by available tax credits and losses in those jurisdictions.

The effective income tax rate in 2024 was primarily driven by the valuation allowance on our deferred tax assets and tax expense in the U.S.

and U.K., partially offset by available tax attributes.

On December 15, 2022, the European Union (EU) Member States formally adopted the EU’s Pillar Two Directive, which generally provides for a minimum effective tax rate of 15%, as established by the Organization for Economic Co-operation and Development (OECD) Pillar Two Framework that was supported by over 130 countries worldwide.

The effective dates are January 1, 2024, and January 1, 2025, for different aspects of the directive.

A significant number of countries are also implementing similar local legislation.

The EU effective dates were January 1, 2024, and January 1, 2025, for different aspects of the directive.

The impact of the Pillar Two Framework on the Company’s income tax provision in 2024 was not material.

The Company is continuing to evaluate the potential impact of the Pillar Two Framework on future periods, pending legislative adoption by additional individual countries.

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Effect of exchange rate changes on cash, cash equivalents, and restricted cash (4,434) 2,701

Net increase (decrease) in cash, cash equivalents, and restricted cash $ 87,773 $ (14,911)

Net increase in cash, cash equivalents, and restricted cash $ 108,702 $ 87,773

(in thousands)

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Total cash, cash equivalents, and marketable securities 739,973 423,338

Restricted cash 2,925 —

Restricted cash included in other current assets 98 —

Restricted cash included in other long-term assets 4,328 2,925

Total cash, cash equivalents, marketable securities, and restricted cash

$ 744,399 $ 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, stock repurchases, and quarterly cash dividends for at least the next 12 months and to meet our known long-term cash requirements, including our convertible senior notes due March 1, 2025.

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.

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Operating activities

The change in cash provided by operating activities in 2023 was primarily due to growth in client collections, the impact of our cost-efficiency initiatives, and lower legal fees and related costs arising from proceedings outside the ordinary course of business.

We expect to continue to incur additional costs for these proceedings.

The change in cash provided by operating activities in 2024 was primarily due to growth in client collections and the impact of our cost-efficiency initiatives.

For additional information, see "Note 12.

Restructuring" and "Note 20.

Restructuring" in Item 8 of this Annual Report.

We expect to continue to incur legal fees and related costs arising from proceedings outside the ordinary course of business.

For additional information, see "Note 20.

Commitments And Contingencies" in Item 8 of this Annual Report.

Investing activities

The change in cash (used in) provided by investing activities in 2023 was primarily due to our increased investments in financial instruments and reduced investment in property and equipment as we optimize our office space.

The change in cash (used in) investing activities in 2024 was primarily due to our increased investments in financial instruments and reduced investment in property and equipment as we optimized our office space.

Financing activities

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In February 2020, we issued $600 million in aggregate principal amount of convertible senior notes, which mature on March 1, 2025.

In the year ended December 31, 2023, we paid $89 million to repurchase $97.7 million in aggregate principal amount of convertible senior notes.

In 2024, we paid $33.9 million to repurchase $34.4 million in aggregate principal amount of convertible senior notes.

As of December 31, 2024, we had $468 million in aggregate principal amount of convertible senior notes outstanding due on March 1, 2025.

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In November 2019, and as since amended, we entered into a five-year $100 million senior secured revolving credit agreement (the “Credit Facility”) with PNC Bank, National Association.

As of December 31, 2023 and December 31, 2022, we had $27.3 million in outstanding letters of credit, reducing available borrowing capacity under the Credit Facility, but no outstanding cash borrowings.

As of December 31, 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 11.

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Changes in the remaining stock repurchase authority:

(in thousands) Year Ended

December 31, 2023

(in thousands) 2024

December 31, 2023 $ 60,000

Authorizations (1)

Repurchases (2)

December 31, 2024 $ 240,443

(1) 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 was increased to $60 million.

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

On October 22, 2024, the Company’s Board of Directors further extended the expiration date of the share repurchase program from June 30, 2025 to December 31, 2025 and increased the authorized repurchases by $250 million to $310 million as of that date .

(2) All purchases under this program have been made on the open market.

Common stock repurchases

(in thousands) Shares Amount Shares Amount

Repurchases paid 809 $ 68,057 — —

Repurchases unpaid at period end 16 1,500 — —

Stock repurchase program 825 69,557 — —

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(1) Includes principal and interest.

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

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

(3) Represents the maximum funding under existing venture investment agreements.

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Revenue" in Item 8 of this Annual Report

Goodwill and intangible assets impairment

Our goodwill and intangible assets arise from our previous business acquisitions.

Goodwill impairment

Our goodwill arises from our previous business acquisitions.

• Goodwill is tested for impairment at least annually or as circumstances indicate its value may no longer be recoverable.

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Changes in the valuation of goodwill could materially impact our operating results and financial position.

We evaluate our intangible assets for impairment whenever events or changes in circumstances indicate that such assets' carrying amount may not be recoverable.

When evaluating potential impairment of these assets, we specifically consider whether any indicators of impairment are present, including, but not limited to:

• whether there has been a significant adverse change in the business climate that affects the value of an asset;

• whether there has been a significant change in the extent or way an asset is used;

• whether it is expected that the asset will be sold or disposed of before the end of its originally estimated useful life.

If indicators of impairment are present, we compare the estimated undiscounted cash flows that the asset is expected to generate to the carrying value.

The key assumptions of the cash flow model involve significant subjectivity.

If such assets are impaired, an impairment is measured by the amount the asset’s carrying value exceeds its fair value.

As of December 31, 2023, we had $81.6 million of goodwill and $7.0 million of intangible assets.

As of December 31, 2024, we had $81.1 million of goodwill.

Changes in the valuation of long-lived assets could materially impact our operating results and financial position.

To date, there have been no impairments of goodwill or intangible assets.

To date, there have been no impairments of goodwill.

For additional information see "Note 2.

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Income Taxes" in Item 8 of this Annual Report.

Capped call transactions

As of December 31, 2023, we had $502.3 million in aggregate principal outstanding on our convertible senior notes.

Additionally, we had Capped Call Transactions that covered 3.7 million shares of our common stock, the number of shares for which the Notes are convertible.

These capped call transactions are generally expected to reduce the potential dilution of our common stock upon any conversion of the Notes.

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.

Applying the accounting framework for the Capped Call Transactions requires the exercise of judgment and the determination of the fair value of the Capped Call Transactions requires us to make significant estimates and assumptions.

The fair value of the Capped Call Transactions at the end of each reporting period is determined using a Black-Scholes option-pricing model.

The valuation model uses various market-based inputs, including stock price, remaining contractual term, expected volatility, risk-free interest rate, and expected dividend yield.

Management applies judgment when determining expected volatility.

We consider the underlying equity security’s historical and implied volatility levels.

As of December 31, 2023, a hypothetical 10% increase in our stock price would have increased the fair value of the capped call to $1.6 million, while a hypothetical 10% decrease in our stock price would have decreased the fair value of the capped call to $0.5 million.

For additional information see "Note 2.

Significant Accounting Policies", "Note 11.

Debt", and "Note 13.

Fair Value Measurements" in Item 8 of this Annual Report.

Loss Contingencies

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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.

What changed 10-K

Item 7. Management’s Discussion and Analysis