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Item 9A. Controls and Procedures

2026-02-10 compared with 2025-02-12 · 27 added, 47 removed, 136 unchanged (35% of the section changed)

1 unchanged sentence

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) as of December 31, 2024.

Our management, with the participation of our 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) as of December 31, 2025.

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.

2 unchanged sentences

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act.

Under the supervision and with the participation of our management, including our CEO and CFO, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2024 based on the framework in the updated Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) on May 14, 2013.

Under the supervision and with the participation of our management, including our CEO and CFO, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2025 based on the framework in the updated Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).

Based on this evaluation, management has concluded that (i) our internal control over financial reporting was effective as of December 31, 2025 and (ii) no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act) occurred during the quarter ended December 31, 2025 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

2 unchanged sentences

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

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.

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.

The plan will terminate on March 31, 2026 , subject to early termination for certain specified events set forth in the plan.

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.

The plan will terminate on December 31, 2025 , subject to early termination for certain specified events set forth in the plan.

Proposed Stock Split

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.

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.

Our financial results in this Annual Report do not include any impact of the stock split.

Credit Facility

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.

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.

On November 11, 2025 , Alan Trefler , our CEO , entered into a Rule 10b5-1 trading arrangement (as defined in Item 408 of Regulation S-K) that provides for the sale of 1,500,000 shares of our common stock.

The arrangement will terminate on January 13, 2027 , subject to early termination for certain specified events set forth in the arrangement.

Other than as disclosed above, during the three months ended December 31, 2025, 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.

Dividend Waiver Agreement

On February 6, 2026, the defendants in the consolidated shareholder derivative litigation captioned Dwyer et al.

Trefler et al.

, 2484CV01734 (Mass.

Ct.) and Larkin et al.

Trefler et al.

1:25-cv-10303-WGY (D.

Mass.) executed a waiver in favor of the Company of the right of each person and certain affiliated people and entities to receive the cash dividend to be paid by the Company in connection with proposed settlement of the litigation, as described in "Note 20.

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

A copy of the dividend waiver agreement is filed herewith as Exhibit 10.23.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

20 unchanged sentences

Consolidated Statements of Operations for the years ended December 31, 2025, 2024, and 2023

Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2024, 2023, and 2022

Consolidated Statements of Comprehensive Income for the years ended December 31, 2025, 2024, and 2023

Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2025, 2024, and 2023

3 unchanged sentences

3.1 Restated Articles of Organization of the Registrant and Amendments thereto

10-Q 3.1 11/4/14

8-K 3.1 6/18/25

3.2 Amended and Restated Bylaws of Pegasystems Inc

2 unchanged sentences

S-1 4.1 6/19/96

4.2 Indenture, dated as of February 24, 2020, between Pegasystems Inc.

Bank National Association, as trustee

8-K 4.1 2/24/20

4.3 Form of certificate representing the 0.75% Convertible Senior Notes due 2025

8-K Exhibit A to 4.1 2/24/20

Description of Common Stock

10-K 4.2 2/12/20

10.1 2004 Long-Term Incentive Plan (as amended and restated) ++

4 unchanged sentences

Appendix B to 2023 Proxy Statement

10.4 Form of Employee Stock Option Agreement, as amended ++

10-Q 10.3 5/10/17

10.4 Form of Global Stock Option Agreement ++

10-K 10.5 2/17/21

10.6 Form of Restricted Stock Unit Agreement, as amended ++

10-Q 10.4 5/10/17

10.5 Form of Global Restricted Stock Unit Agreement ++

4 unchanged sentences

8-K 99.1 4/11/05

10.10 Offer Letter between the Registrant and Kenneth Stillwell dated June 1, 2016 ++

8-K 99.1 6/14/16

10.11 Offer Letter between the Registrant and John Higgins executed December 13, 2020 ++

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 ++

8-K 99.1 2/13/23

10.14 202 4 Section 16 Officers/FLT Member Corporate Incentive Compensation Plan ++

10.8 Offer Letter between Pegasystems Inc.

and Kenneth Stillwell dated June 1, 2016 ++

10.9 O ffer Letter between Pegasystems Ltd.

and John Higgins executed December 13, 2020 ++

10.10 Compensation Program for non-employee members of the Registrant’s Board of Directors++

10-Q 10.1 10/21/25

10.11 2025 Section 16 Officers/ A LT Member Corporate Incentive Compensation Plan ++

8-K 99.1 2/7/25

7 unchanged sentences

10-Q 10.2 7/28/20

Description Incorporation by Reference Filed

Form Location Filing Date

Amendment to Loan Documents, dated as of September 30, 2020, between Pegasystems Inc.

11 unchanged sentences

and PNC Bank, National Association

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.

10.20 Eighth Amendment to Loan Documents, dated as of February 7, 2025 and effective as of February 4, 2025, between Pegasystems Inc.

and PNC Bank, National Association

10.24 Fee Letter, dated as of March 31, 2023, for Senior Credit Facility

10.25 Form of Side Letter to Base Call Option Transaction

10-Q 10.1 10/28/20

10.26 Form of Side Letter to Additional Call Option Transaction

10-Q 10.2 10/28/20

10.27 Form of Confirmation of Base Call Option Transaction

10-K 10.23 2/12/25

10.28 Form of Confirmation of Additional Call Option Transaction

8-K 10.2 2/24/20

10.29 Sublease, dated March 31, 2021 for Office Space at One Main Street, Cambridge, MA

10-Q 10.1 7/28/21

10.21 Fee Letter, dated as of March 31, 2023, for Senior Credit Facility

10.22 Lease between Pegasystems Inc.

1 unchanged sentence

8-K 10.1 7/9/21

D ividend Waiver Agreement, dated as of February 6 , 2026

Pegasystems Inc.

52 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.

What changed 10-K

Item 9A. Controls and Procedures