11 unchanged sentences
Rule 10b5-1 and non-rule 10b5-1 trading arrangements
−Removed: On November 17, 2023 , Leon Trefler , our Chief of Clients and Markets , entered into a trading plan that provides for the sale of an aggregate of 9,024 shares of our common stock and the net shares received during the duration of the plan pursuant to Mr.
−Removed: Trefler’s outstanding options to purchase 59,677 shares of our common stock at varying exercise prices.
−Removed: The plan will terminate on December 31, 2024, subject to early termination for certain specified events set forth in the plan.
+Added: On November 6, 2024 , Alan Trefler , our Chief Executive Officer , entered into a trading plan that provides for the sale of 630,000 shares of our common stock.
+Added: The plan will terminate on January 22, 2026 , subject to early termination for certain specified events set forth in the plan.
On November 25, 2024 , Rifat Kerim Akgonul , our Chief Product Officer , entered into a trading plan that provides for the sale of 18,000 shares of our common stock.
−Removed: The plan will terminate on February 28, 2025, subject to early termination for certain specified events set forth in the plan.
−Removed: On November 8, 2023 , Kenneth Stillwell , our Chief Financial Officer and Chief Operating Office r, entered into a trading plan that provides for the sale of 18,000 shares of our common stock.
−Removed: The plan will terminate on February 28, 2025, subject to early termination for certain specified events set forth in the plan.
+Added: The plan will terminate on March 31, 2026 , subject to early termination for certain specified events set forth in the plan.
+Added: On November 26, 2024 , Leon Trefler , our Chief of Clients and Markets, entered into a trading plan that provides for the sale of 8,198 shares of our common stock.
+Added: The plan will terminate on December 31, 2025 , subject to early termination for certain specified events set forth in the plan.
+Added: Proposed Stock Split
+Added: On February 12, 2025, our Board approved a two-for-one forward stock split of our common stock, to be effected as a stock dividend.
+Added: Effectiveness of the stock split is subject to approval by our stockholders at our June 17, 2025 annual meeting of stockholders of a proportionate increase in our authorized shares of common stock.
+Added: Our financial results in this Annual Report do not include any impact of the stock split.
+Added: Credit Facility
+Added: Effective as of February 4, 2025, we entered into an amendment to our $100 million senior secured revolving credit agreement with PNC Bank, National Association which extends the expiration date of the Credit Facility to February 4, 2027.
+Added: The description contained herein is qualified in its entirety by reference to the Amendment, a copy of which is filed as Exhibit 10.23 to this Annual Report on Form 10-K.
DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
1 unchanged sentence
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
−Removed: Except as set forth below, information required by this item is incorporated herein by reference from the information contained in our proxy statement for our 2024 annual stockholders meeting (the “2024 proxy statement”) under the headings Executive Compensation, Election of Directors, Corporate Governance, Executive Officers, and Delinquent Section 16(a) Reports, which will be filed with the Securities and Exchange Commission within 120 days after the close of the fiscal year.
+Added: Except as set forth below, information required by this item is incorporated herein by reference from the information contained in our proxy statement for our 2025 annual stockholders meeting (the “2025 proxy statement”) under the headings Executive Compensation, Election of Directors, Corporate Governance, Executive Officers, Insider Trading Policies and Procedures , and Delinquent Section 16(a) Reports, which will be filed with the Securities and Exchange Commission within 120 days after the close of the fiscal year.
We have adopted a written code of conduct that applies to our Board of Directors and employees, including our principal executive officer, principal financial officer, principal accounting officer, and persons performing similar functions.
55 unchanged sentences
10.11 Offer Letter between the Registrant and John Higgins executed December 13, 2020 ++
−Removed: 10.12 Compensation program for non-employee members of the Registrant’s Board of Directors, effective August 5, 2019 ++
−Removed: 8-K Item 1.01 8/9/19
+Added: 10.12 C ompensation P rogram for non-employee members of the Registrant ’ s B oard of Directors ++
10.13 202 3 Section 16 Officers/FLT Member Corporate Incentive Compensation Plan ++
23 unchanged sentences
and PNC Bank, National Association
+Added: 10.22 Seventh Amendment to Loan Documents, dated as of April 2 3, 202 4 , between Pegasystems Inc.
+Added: and PNC Bank, National Association
+Added: 10.23 Ei ghth Amendment to Loan Documents, dated as of Fe bruary 7 , 2025 a n d effect ive as of February 4, 2025 , between Pegasystems Inc.
+Added: and PNC Bank, National Association
10.24 Fee Letter, dated as of March 31, 2023, for Senior Credit Facility
12 unchanged sentences
8-K 10.1 7/9/21
+Added: Pegasystems Inc.
+Added: Insider Trading Policy
Subsidiaries of the Registrant.
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(Principal Financial Officer)
−Removed: /s/ EFSTATHIOS KOUNINIS Chief Accounting Officer, Vice President of Finance, and Treasurer
+Added: /s/ EFSTATHIOS KOUNINIS Chief Accounting Officer, Senior Vice President, and Treasurer
(Principal Accounting Officer)
Efstathios Kouninis
+Added: /s/ ROHIT GHAI
/s/ PETER GYENES Director
9 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.