8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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Current Report

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 7, 2026

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PEGASYSTEMS INC.

(Exact name of Registrant as specified in its charter)

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225 Wyman Street, Waltham, MA 02451

(Address of principal executive offices, including zip code)

(617) 374-9600

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the Registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.05. Costs Associated with Exit or Disposal Activities

AI is altering how quickly ideas can move from concept to reality, and raising client expectations for speed, precision, and results, transforming not just how Pegasystems builds, but how we deliver value with reliability and scale.

To better align roles and capacity to an AI-first delivery model and to support our 2026 priorities, on January 7, 2026, Pegasystems Inc. (the “Company”) committed to making organizational changes, primarily impacting the Consulting organization. This includes some role eliminations and reorganization. The Company has begun notifying affected employees, and communications to impacted persons or their representatives are expected to be substantially completed in the first quarter of 2026. The Company expects to incur a charge of approximately $13 million in the fourth quarter of 2025 related principally to cash severance and related benefit costs for terminated employees.

This report contains statements about our future expectations, plans, and prospects of our business that constitute forward-looking statements for purposes of the safe harbor provisions under the Private Securities Litigation Reform Act of 1995, including anticipated charges in connection with the reduction in force, our estimated restructuring costs, and the timing of these costs. Forward-looking projections and expectations are inherently uncertain, and our actual results may differ materially from those indicated by the forward-looking statements in this document as a result of various important factors, including but not limited to flaws in the assumptions and judgments upon which our forecasts and estimates are based and our ability to execute on our strategy.

Item 9.01     Financial Statements and Exhibits

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.