UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________________________

FORM 10-Q

_____________________________________

☒	Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the quarterly period ended March 31, 2026

OR

☐	Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Commission File Number: 1-11859

____________________________

PEGASYSTEMS INC.

(Exact name of Registrant as specified in its charter)

____________________________

Massachusetts	04-2787865
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)

225 Wyman Street, Waltham, MA 02451

(Address of principal executive offices, including zip code)

(617) 374-9600

(Registrant’s telephone number, including area code)

____________________________

Securities registered pursuant to Section 12(b) of the Act:Title of each classTrading symbol(s)Name of each exchange on which registeredCommon Stock, $.01 par value per sharePEGANASDAQ Global Select Market

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files). Yes x No ¨

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	x	Accelerated filer	☐	Non-accelerated filer	☐	Smaller reporting company	☐	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. ☐

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

There were 167,657,568 shares of the Registrant’s common stock, $0.01 par value per share, outstanding on April 13, 2026.

Table of Contents

PEGASYSTEMS INC.

QUARTERLY REPORT ON FORM 10-Q

TABLE OF CONTENTS

	Page
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Unaudited Condensed Consolidated Balance Sheets as of March 31, 2026 and December 31, 2025	3
Unaudited Condensed Consolidated Statements of Operations for the three months ended March 31, 2026 and 2025	4
Unaudited Condensed Consolidated Statements of Comprehensive Income for the three months ended March 31, 2026 and 2025	5
Unaudited Condensed Consolidated Statements of Stockholders’ Equity for the three months ended March 31, 2026 and 2025	6
Unaudited Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2026 and 2025	7
Notes to Unaudited Condensed Consolidated Financial Statements	8
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	21
Item 3. Quantitative and Qualitative Disclosures About Market Risk	28
Item 4. Controls and Procedures	29
PART II - OTHER INFORMATION
Item 1. Legal Proceedings	30
Item 1A. Risk Factors	30
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	30
Item 5. Other Information	30
Item 6. Exhibits	31
Signatures	32

Table of Contents

PART I - FINANCIAL INFORMATION

ITEM 1.     FINANCIAL STATEMENTS

PEGASYSTEMS INC.<br><br>UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS<br><br>(in thousands)
	March 31, 2026		December 31, 2025
Assets
Current assets:
Cash and cash equivalents	$	269,962	$	212,447
Marketable securities	203,992		213,352
Total cash, cash equivalents, and marketable securities	473,954		425,799
Accounts receivable, net	173,856		264,713
Unbilled receivables, net	142,057		166,478
Other current assets	114,010		121,305
Total current assets	903,877		978,295
Long-term unbilled receivables, net	87,459		102,544
Goodwill	81,380		81,506
Long-term deferred income taxes	174,251		175,472
Other long-term assets	304,031		294,027
Total assets	$	1,550,998	$	1,631,844
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable	$	14,206	$	12,924
Accrued expenses	79,464		44,847
Accrued compensation and related expenses	67,222		148,797
Deferred revenue	557,449		509,275
Other current liabilities	25,061		21,935
Total current liabilities	743,402		737,778
Long-term operating lease liabilities	57,075		60,825
Other long-term liabilities	44,606		45,860
Total liabilities	845,083		844,463
Commitments and contingencies (Note 17)
Stockholders’ equity:
Preferred stock, 1,000 shares authorized; none issued	—		—
Common stock, 400,000 shares authorized; 168,768 and 170,347 shares issued and outstanding at<br><br>March 31, 2026 and December 31, 2025, respectively	1,688		1,703
Additional paid-in capital	227,005		330,926
Retained earnings	491,090		463,389
Accumulated other comprehensive (loss)	(13,868)		(8,637)
Total stockholders’ equity	705,915		787,381
Total liabilities and stockholders’ equity	$	1,550,998	$	1,631,844

See notes to unaudited condensed consolidated financial statements.

PEGASYSTEMS INC.<br><br>UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS<br><br>(in thousands, except per share amounts)
	Three Months Ended<br>March 31,
		2026		2025
Revenue
Subscription services		$	280,348	$	227,491
Subscription license		94,852		187,721
Consulting		54,773		60,421
Total revenue		429,973		475,633
Cost of revenue
Subscription services		49,449		38,128
Subscription license		471		388
Consulting		56,834		63,934
Total cost of revenue		106,754		102,450
Gross profit		323,219		373,183
Operating expenses
Selling and marketing		155,603		138,069
Research and development		82,047		74,286
General and administrative		48,573		33,828
Restructuring		(153)		11
Total operating expenses		286,070		246,194
Income from operations		37,149		126,989
Foreign currency transaction gain (loss)		1,850		(5,325)
Interest income		2,954		5,335
Interest expense		(44)		(1,027)
(Loss) on capped call transactions		—		(223)
Other (loss) income, net		(2,204)		561
Income before provision for income taxes		39,705		126,310
Provision for income taxes		6,941		40,888
Net income		$	32,764	$	85,422
Earnings per share
Basic		$	0.19	$	0.50
Diluted		$	0.18	$	0.46
Weighted-average number of common shares outstanding
Basic		168,817		171,804
Diluted		178,841		188,826

See notes to unaudited condensed consolidated financial statements.

PEGASYSTEMS INC.<br><br>UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME<br><br>(in thousands)
	Three Months Ended<br>March 31,
		2026		2025
Net income		$	32,764	$	85,422
Other comprehensive (loss) income, net of tax
Unrealized (loss) on available-for-sale securities		(739)		(262)
Foreign currency translation adjustments		(4,492)		8,810
Total other comprehensive (loss) income, net of tax		(5,231)		8,548
Comprehensive income		$	27,533	$	93,970

See notes to unaudited condensed consolidated financial statements.

PEGASYSTEMS INC.<br>UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY <br>(in thousands, except per share amounts)
	Common Stock			Additional paid-in capital		Retained earnings		Accumulated other comprehensive (loss)		Total stockholders’ equity
	Number <br>of shares	Amount
December 31, 2024	172,224	$	1,722	$	526,102	$	87,901	$	(30,245)	$	585,480
Repurchase of common stock	(2,920)	(30)		(118,674)		—		—		(118,704)
Issuance of common stock for stock compensation plans	1,756	18		9,736		—		—		9,754
Issuance of common stock under the employee stock purchase plan	64	2		1,909		—		—		1,911
Stock-based compensation	—	—		41,425		—		—		41,425
Cash dividends declared ($0.015 per share)	—	—		—		(2,567)		—		(2,567)
Other comprehensive income	—	—		—		—		8,548		8,548
Net income	—	—		—		85,422		—		85,422
March 31, 2025	171,124	$	1,712	$	460,498	$	170,756	$	(21,697)	$	611,269
December 31, 2025	170,347	$	1,703	$	330,926	$	463,389	$	(8,637)	$	787,381
Repurchase of common stock	(3,523)	(35)		(167,917)		—		—		(167,952)
Issuance of common stock for stock compensation plans	1,887	19		16,114		—		—		16,133
Issuance of common stock under the employee stock purchase plan	57	1		2,067		—		—		2,068
Stock-based compensation	—	—		45,815		—		—		45,815
Cash dividends declared ($0.03 per share)	—	—		—		(5,063)		—		(5,063)
Other comprehensive (loss)	—	—		—		—		(5,231)		(5,231)
Net income	—	—		—		32,764		—		32,764
March 31, 2026	168,768	$	1,688	$	227,005	$	491,090	$	(13,868)	$	705,915

See notes to unaudited condensed consolidated financial statements.

PEGASYSTEMS INC.<br><br>UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS<br><br>(in thousands)
	Three Months Ended<br>March 31,
	2026		2025
Operating activities
Net income	$	32,764	$	85,422
Adjustments to reconcile net income to cash provided by operating activities
Stock-based compensation	45,815		41,425
Amortization of deferred commissions	16,101		18,504
Amortization of intangible assets and depreciation	2,933		3,137
Amortization of right-of-use lease assets	3,430		2,826
Foreign currency transaction (gain) loss	(1,850)		5,325
Loss on capped call transactions	—		223
Deferred income taxes	318		179
(Accretion) of investments	(321)		(1,526)
Loss (gain) on investments	2,188		(751)
Other non-cash	67		1,067
Change in operating assets and liabilities, net	110,806		48,397
Cash provided by operating activities	212,251		204,228
Investing activities
Purchases of investments	(18,079)		(69,318)
Proceeds from maturities and called investments	26,565		324,596
Sales of investments	—		8,497
Investment in property and equipment	(5,726)		(1,880)
Cash provided by investing activities	2,760		261,895
Financing activities
Repurchases of convertible senior notes	—		(467,864)
Dividend payments to stockholders	(5,110)		(2,583)
Proceeds from employee stock plans	20,307		13,969
Common stock repurchases for tax withholdings for net settlement of equity awards	(2,106)		(2,304)
Common stock repurchases under stock repurchase program	(167,254)		(117,204)
Cash (used in) financing activities	(154,163)		(575,986)
Effect of exchange rate changes on cash, cash equivalents, and restricted cash	(2,898)		3,570
Net increase (decrease) in cash, cash equivalents, and restricted cash	57,950		(106,293)
Cash, cash equivalents, and restricted cash, beginning of period	216,360		341,529
Cash, cash equivalents, and restricted cash, end of period	$	274,310	$	235,236
Cash and cash equivalents	$	269,962	$	231,129
Restricted cash included in other current assets	2,448		49
Restricted cash included in other long-term assets	1,900		4,058
Total cash, cash equivalents, and restricted cash	$	274,310	$	235,236
Supplemental disclosures
Non-cash investing and financing activity:
Investment in property and equipment included in accounts payable and accrued liabilities	$	2,279	$	1,219
Dividends payable	$	5,063	$	2,567
U.S. excise tax payable on net stock repurchase	$	698	$	—

See notes to unaudited condensed consolidated financial statements.

PEGASYSTEMS INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1. BASIS OF PRESENTATION

Pegasystems Inc. (together with its subsidiaries, “the Company”) has prepared the accompanying unaudited condensed consolidated financial statements pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Accordingly, they do not include all the information required by the generally accepted accounting principles (“GAAP”) in the United States of America (“U.S.”) for complete financial statements and should be read in conjunction with the Company’s audited financial statements included in the Annual Report on Form 10-K for the year ended December 31, 2025.

In the opinion of management, the Company has prepared the accompanying unaudited condensed consolidated financial statements on the same basis as its audited financial statements, and these financial statements include all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the results of the interim periods presented.

All intercompany transactions and balances were eliminated in consolidation. The operating results for the interim periods presented do not necessarily indicate the expected results for fiscal year 2026.

NOTE 2. NEW ACCOUNTING PRONOUNCEMENTS

Disaggregation of Income Statement Expenses

In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (ASU “2024-03”). Among other items, the requirements include expanded disclosures around employee compensation and selling expenses. ASU 2024-03 will be effective for the Company for the year ending December 31, 2027. The Company is still evaluating the impact of this new guidance on its consolidated financial statements but expects the adoption to result in disclosure changes only.

Targeted Improvements to the Accounting for Internal-Use Software

In September 2025, the FASB issued ASU 2025-06, Intangibles — Goodwill and Other — Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software (“ASU 2025-06”). ASU 2025-06 introduces a more principles-based framework to the capitalization of software intended for internal use focused on management’s authorization and commitment to fund a development project and the probability of whether the project will be completed and used for its intended function. ASU 2025-06 will be effective for the Company beginning January 1, 2028. The Company is currently evaluating the impact ASU 2025-06 will have on its consolidated financial statements.

NOTE 3. MARKETABLE SECURITIES

	March 31, 2026								December 31, 2025
(in thousands)	Amortized Cost		Unrealized Gains		Unrealized Losses		Fair Value		Amortized Cost		Unrealized Gains		Unrealized Losses		Fair Value
Government debt	$	4,504	$	—	$	(3)	$	4,501	$	5,755	$	3	$	(4)	$	5,754
Corporate debt	199,890		133		(532)		199,491		207,278		428		(108)		207,598
	$	204,394	$	133	$	(535)	$	203,992	$	213,033	$	431	$	(112)	$	213,352

As of March 31, 2026, marketable securities’ maturities ranged from April 2026 to March 2029, with a weighted-average remaining maturity of 1.3 years.

NOTE 4. RECEIVABLES, CONTRACT ASSETS, AND DEFERRED REVENUE

Receivables

(in thousands)	March 31, 2026		December 31, 2025
Accounts receivable, net	$	173,856	$	264,713
Unbilled receivables, net	142,057		166,478
Long-term unbilled receivables, net	87,459		102,544
	$	403,372	$	533,735

PEGASYSTEMS INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

Unbilled receivables

Unbilled receivables are client-committed amounts for which revenue recognition precedes billing. Billing is solely subject to the passage of time.

Unbilled receivables by expected collection date:

(Dollars in thousands)	March 31, 2026
1 year or less	$	142,057	62	%
1-2 years	75,408		33	%
2-5 years	12,051		5	%
	$	229,516	100	%

Unbilled receivables by contract effective date:

(Dollars in thousands)	March 31, 2026
2026	$	38,856	17	%
2025	118,744		52	%
2024	41,918		18	%
2023	27,371		12	%
2022 and prior	2,627		1	%
	$	229,516	100	%

Contract assets

Contract assets are client-committed amounts for which revenue recognized exceeds the amount billed to the client, and billing is subject to conditions other than the passage of time, such as the completion of a related performance obligation.

(in thousands)	March 31, 2026		December 31, 2025
Contract assets (1)	$	21,888	$	17,678
Long-term contract assets (2)	36,038		17,421
	$	57,926	$	35,099

(1) Included in other current assets.

(2) Included in other long-term assets.

Deferred revenue

Deferred revenue consists of billings made and payments received in advance of revenue recognition.

(in thousands)	March 31, 2026		December 31, 2025
Deferred revenue	$	557,449	$	509,275
Long-term deferred revenue (1)	7,154		9,568
	$	564,603	$	518,843

(1) Included in other long-term liabilities.

The change in deferred revenue during the three months ended March 31, 2026 was primarily due to new billings in advance of revenue recognition and $225.6 million of revenue recognized during the period included in deferred revenue as of December 31, 2025.

NOTE 5. DEFERRED COMMISSIONS

(in thousands)	March 31, 2026		December 31, 2025
Deferred commissions (1)	$	96,876	$	104,574

(1) Included in other long-term assets.

	Three Months Ended<br>March 31,
(in thousands)		2026		2025
Amortization of deferred commissions (1)		$	16,101	$	18,504

(1) Included in selling and marketing expenses.

PEGASYSTEMS INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

NOTE 6. GOODWILL

	Three Months Ended<br>March 31,
(in thousands)	2026		2025
January 1,	$	81,506	$	81,113
Currency translation adjustments	(126)		73
March 31,	$	81,380	$	81,186

NOTE 7. OTHER ASSETS AND LIABILITIES

Other current assets

(in thousands)	March 31, 2026		December 31, 2025
Prepaid expenses	$	53,464	$	65,293
Income tax receivables	30,853		31,535
Contract assets	21,888		17,678
Indirect tax receivable	2,410		2,172
Restricted cash	2,448		1,577
Other	2,947		3,050
	$	114,010	$	121,305

Other long-term assets

(in thousands)	March 31, 2026		December 31, 2025
Deferred commissions	$	96,876	$	104,574
Right of use assets	57,675		60,574
Property and equipment	49,442		45,240
Contract assets	36,038		17,421
Venture investments	19,662		22,021
Income taxes receivable	15,531		15,459
Restricted cash	1,900		2,336
Intangible assets	1,644		1,202
Other	25,263		25,200
	$	304,031	$	294,027

Accrued expenses

(in thousands)	March 31, 2026		December 31, 2025
Outside professional services	$	33,141	$	15,233
Cloud hosting	12,962		1,064
Litigation settlements	9,750		9,750
Income and other taxes	7,900		7,273
Employee related	5,380		5,464
Marketing and sales program	3,549		1,519
Other	6,782		4,544
	$	79,464	$	44,847

Other current liabilities

(in thousands)	March 31, 2026		December 31, 2025
Operating lease liabilities	$	15,052	$	15,142
Dividends payable	5,063		5,110
Other	4,946		1,683
	$	25,061	$	21,935

PEGASYSTEMS INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

Other long-term liabilities

(in thousands)	March 31, 2026		December 31, 2025
Income taxes payable	$	24,063	$	23,331
Deferred revenue	7,154		9,568
Other	13,389		12,961
	$	44,606	$	45,860

NOTE 8. SEGMENT INFORMATION

Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision-maker (“CODM”) in deciding how to allocate resources and assess performance.

The Company derives substantially all of its revenue from the sale and support of one group of similar products and services – software that provides case management, business process management, and real-time decisioning solutions to improve customer engagement and operational excellence in the enterprise applications market. To assess performance, the Company’s CODM, the Chief Executive Officer, reviews financial information on a consolidated basis. Therefore, the Company determined it has one operating segment and one reportable segment. The accounting policies of the Company’s operating segment are the same as those described in "Note 2. Significant Accounting Policies" included in the Annual Report on Form 10-K for the year ended December 31, 2025. The CODM uses consolidated net income to set financial performance targets, assess performance, and make expense allocation decisions.

	Three Months Ended<br>March 31,
(in thousands)		2026		2025
Total revenue		$	429,973	$	475,633
Total cost of revenue		106,754		102,450
Selling		133,144		119,118
Marketing		22,459		18,951
Research and development		82,047		74,286
General and administrative		48,573		33,828
Other segment items, net (1)		(2,709)		690
Provision for income taxes		6,941		40,888
Net income		$	32,764	$	85,422

(1) Includes Restructuring, Foreign currency transaction gain (loss), Interest income, Interest expense, (Loss) on capped call transactions, and Other (loss) income, net.

Long-lived assets related to the Company’s U.S. and international operations consist of property and equipment, which are included in Other long-term assets in the Company’s consolidated balance sheet:

(in thousands)	March 31, 2026				December 31, 2025
U.S.	$	41,979	85	%	$	40,060	89	%
International	7,463		15	%	5,180		11	%
	$	49,442	100	%	$	45,240	100	%

NOTE 9. LEASES

Expense

	Three Months Ended<br>March 31,
(in thousands)		2026		2025
Fixed lease costs		$	4,386	$	3,776
Short-term lease costs		715		487
Variable lease costs		1,995		1,750
		$	7,096	$	6,013

PEGASYSTEMS INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

Right of use assets and lease liabilities

(in thousands)	March 31, 2026		December 31, 2025
Right of use assets (1)	$	57,675	$	60,574
Operating lease liabilities (2)	$	15,052	$	15,142
Long-term operating lease liabilities	$	57,075	$	60,825

(1) Included in other long-term assets.

(2) Included in other current liabilities.

Weighted-average remaining lease term and discount rate for the Company’s leases were:

	March 31, 2026		December 31, 2025
Weighted-average remaining lease term	5.2 years		5.4 years
Weighted-average discount rate (1)	5.2	%	5.2	%

(1) The rates implicit in the Company’s leases are not readily determinable. Therefore, the Company uses its incremental borrowing rate as the discount rate when measuring operating lease liabilities. The incremental borrowing rate represents an estimate of the interest rate the Company would incur to borrow an amount equal to the lease payments on a collateralized basis over the lease term in a similar economic environment.

Maturities of lease liabilities:

(in thousands)	March 31, 2026
Remainder of 2026	$	13,947
2027	16,452
2028	14,751
2029	11,907
2030	10,266
2031	9,134
Thereafter	5,777
Total lease payments	82,234
Less: imputed interest (1)	(10,107)
	$	72,127

(1) Lease liabilities are measured at the present value of the remaining lease payments using a discount rate determined at lease commencement unless the discount rate is updated due to a lease reassessment event.

Cash flow information

	Three Months Ended<br>March 31,
(in thousands)	2026		2025
Cash paid for operating leases, net of tenant improvement allowances	$	4,180	$	4,581
Right of use assets obtained in exchange for operating lease obligations	$	661	$	—

NOTE 10. DEBT

Credit facility

In November 2019, and as since amended, the Company entered into a five-year $100 million senior secured revolving credit agreement (the “Credit Facility”) with PNC Bank, National Association. Effective as of February 4, 2025, the Credit Facility was amended to extend the expiration date to February 4, 2027. The Company may use borrowings for general corporate purposes and to finance working capital needs. Subject to specific conditions and the agreement of the financial institutions lending the additional amount, the aggregate commitment may be increased to $200 million. The Credit Facility, as amended, contains customary covenants, including, but not limited to, those relating to additional indebtedness, liens, asset divestitures, and affiliate transactions. Beginning with the fiscal quarter ended March 31, 2024, the Company must maintain a maximum net consolidated leverage ratio of 3.5 to 1.0 (with a step-up for certain acquisitions) and a minimum consolidated interest coverage ratio of 3.5 to 1.0. As of March 31, 2026, the Company is compliant with all Credit Facility covenants.

As of March 31, 2026 and December 31, 2025, the Company had letters of credit of $26.7 million under the Credit Facility, however we had no cash borrowings.

PEGASYSTEMS INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

NOTE 11. RESTRUCTURING

The Company has undertaken the following restructuring activities intended to better align roles and capacity to an AI-first delivery model:

	Three Months Ended<br>March 31,
(in thousands)		2026		2025
Employee severance and related costs		$	(153)	$	(3)
Office space reductions (1)		—		14
Restructuring		$	(153)	$	11

(1) These primarily relate to non-cash operating lease adjustments.

Restructuring activity:

Accrued employee severance and related costs:

	Three Months Ended<br>March 31,
(in thousands)	2026		2025
January 1,	$	12,858	$	2,000
Costs incurred	(153)		(3)
Cash disbursements	(6,711)		(1,184)
Currency translation adjustments	(37)		53
March 31, (1)	$	5,957	$	866

(1) Included in accrued compensation and related expenses.

NOTE 12. FAIR VALUE MEASUREMENTS

Assets and liabilities measured at fair value on a recurring basis

The Company records its cash equivalents, marketable securities, and venture investments at fair value on a recurring basis. Fair value is an exit price, representing the amount that would be received from the sale of an asset or paid to transfer a liability in an orderly transaction between market participants based on assumptions that market participants would use in pricing an asset or liability.

As a basis for classifying the fair value measurements, a three-tier fair value hierarchy, which classifies the fair value measurements based on the inputs used in measuring fair value, was established as follows:

•Level 1 - observable inputs, such as quoted prices in active markets for identical assets or liabilities;

•Level 2 - significant other inputs that are observable either directly or indirectly; and

•Level 3 - significant unobservable inputs with little or no market data, which require the Company to develop its own assumptions.

This hierarchy requires the Company to use observable market data when available and minimize unobservable inputs when determining fair value.

The Company’s venture investments are recorded at fair value based on multiple valuation methods, including observable public companies and transaction prices and unobservable inputs, including the volatility, rights, and obligations of the securities the Company holds.

PEGASYSTEMS INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

Assets and liabilities measured at fair value on a recurring basis:

	March 31, 2026								December 31, 2025
(in thousands)	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
Cash equivalents	$	37,653	$	—	$	—	$	37,653	$	33,043	$	8,463	$	—	$	41,506
Marketable securities	$	—	$	203,992	$	—	$	203,992	$	—	$	213,352	$	—	$	213,352
Venture investments	$	—	$	—	$	19,662	$	19,662	$	—	$	—	$	22,021	$	22,021

Changes in venture investments:

	Three Months Ended<br>March 31,
(in thousands)	2026		2025
January 1,	$	22,021	$	21,234
New investments	—		200
Changes in foreign exchange rates	(35)		65
Changes in fair value:
included in other (loss) income, net	(2,059)		751
included in other comprehensive income	(265)		(535)
March 31,	$	19,662	$	21,715

The carrying value of certain financial instruments, including receivables and accounts payable, approximates fair value due to their short maturities.

NOTE 13. REVENUE

Geographic revenue

Revenues by geography are determined based on client location:

	Three Months Ended<br>March 31,
(Dollars in thousands)		2026			2025
U.S.			$	219,255	51	%	$	269,192	56	%
Other Americas			39,259		9	%	33,741		7	%
United Kingdom (“U.K.”)			51,510		12	%	40,742		9	%
Europe (excluding U.K.), Middle East, and Africa			73,839		17	%	74,056		16	%
Asia-Pacific			46,110		11	%	57,902		12	%
			$	429,973	100	%	$	475,633	100	%

Revenue streams

	Three Months Ended<br>March 31,
(in thousands)		2026		2025
Pega Cloud		$	205,031	$	151,123
Maintenance		75,317		76,368
Consulting		54,773		60,421
Revenue recognized over time		335,121		287,912
Subscription license		94,852		187,721
Revenue recognized at a point in time		94,852		187,721
Total revenue		$	429,973	$	475,633

PEGASYSTEMS INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

	Three Months Ended<br>March 31,
(in thousands)		2026		2025
Pega Cloud		$	205,031	$	151,123
Maintenance		75,317		76,368
Subscription services		280,348		227,491
Subscription license		94,852		187,721
Subscription		375,200		415,212
Consulting		54,773		60,421
Total revenue		$	429,973	$	475,633

Remaining performance obligations ("Backlog")

Expected future revenue from existing non-cancellable contracts:

As of March 31, 2026:

(Dollars in thousands)		Subscription services					Subscription license		Consulting		Total
	Pega Cloud			Maintenance
1 year or less		$	709,105		$	212,262	$	64,878	$	42,884	$	1,029,129	51	%
1-2 years		384,966			77,207		1,402		3,758		467,333		23	%
2-3 years		213,496			53,806		11,150		1,378		279,830		14	%
Greater than 3 years		204,057			28,945		1,013		430		234,445		12	%
		$	1,511,624		$	372,220	$	78,443	$	48,450	$	2,010,737	100	%

As of March 31, 2025:

(Dollars in thousands)		Subscription services					Subscription license		Consulting		Total
	Pega Cloud			Maintenance
1 year or less		$	572,341		$	229,180	$	33,519	$	45,320	$	880,360	50	%
1-2 years		331,572			73,500		3,718		2,291		411,081		24	%
2-3 years		161,259			37,779		731		144		199,913		12	%
Greater than 3 years		185,939			43,939		7,215		52		237,145		14	%
		$	1,251,111		$	384,398	$	45,183	$	47,807	$	1,728,499	100	%

NOTE 14. STOCKHOLDERS' EQUITY

Stock-based Compensation Expense

	Three Months Ended<br>March 31,
(in thousands)		2026		2025
Cost of revenue		$	7,876	$	7,823
Selling and marketing		18,454		15,781
Research and development		10,019		8,385
General and administrative		9,466		9,436
		$	45,815	$	41,425
Income tax benefit		$	(9,164)	$	(587)

As of March 31, 2026, the Company had $206 million of unrecognized stock-based compensation expense, net of estimated forfeitures, which is expected to be recognized over a weighted-average period of 1.9 years.

Grants

	Three Months Ended<br>March 31, 2026
(in thousands)	Quantity	Total Fair Value
Restricted stock units (1)	1,939	$	87,387
Non-qualified stock options	2,992	$	52,784
Performance stock options (2)	1,497	$	25,804

(1) Includes units issued when employees elect to receive 50% of the employee’s target incentive compensation under the Company’s Corporate Incentive Compensation Plan (the “CICP”) in the form of RSUs instead of cash.

PEGASYSTEMS INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(2) Performance stock options allow the holder to purchase a specified number of Common Stock shares at an exercise price equal to or greater than the shares' fair market value at the grant date. Performance stock options granted in the three months ended March 31, 2026 vest on the second anniversary of the grant date, up to 200%, subject to the achievement of specified performance metrics over fiscal years 2026 and 2027. The options expire ten years from the grant date.

Stock repurchase program

On February 10, 2026, the Company’s Board of Directors extended the expiration date of the share repurchase program from June 30, 2026 to June 30, 2027 and increased the authorized repurchase amount by $1 billion, of which $1.1 billion remains available as of March 31, 2026.

During the three months ended March 31, 2026, the Company repurchased 3.5 million shares of its common stock for $167.3 million at an average price per share of $47.47. The share repurchase and authorization amounts disclosed within this Form 10-Q exclude the U.S. excise tax on share repurchases. All purchases under this program have been made on the open market.

NOTE 15. INCOME TAXES

Effective income tax rate

	Three Months Ended<br>March 31,
(Dollars in thousands)		2026			2025
Provision for income taxes		$	6,941		$	40,888
Effective income tax rate		17		%	32		%

The Company’s effective income tax rate decreased in the three months ended March 31, 2026 as compared to the prior period, primarily due to excess tax benefits from stock-based compensation recognized in the current period and the absence of a valuation allowance on substantially all of the Company’s U.S. and U.K. deferred tax assets.

NOTE 16. EARNINGS PER SHARE

Basic earnings per share is calculated using the weighted-average number of common shares outstanding during the period. Diluted earnings per share is calculated using the weighted-average number of common shares outstanding during the period, plus the dilutive effect of outstanding stock options, RSUs, and Convertible Senior Notes (the “Notes”), which were repaid in its entirety at maturity during the three months ended March 31, 2025.

Calculation of earnings per share:

	Three Months Ended<br>March 31,
(in thousands, except per share amounts)		2026		2025
Net income		$	32,764	$	85,422
Weighted-average common shares outstanding		168,817		171,804
Earnings per share, basic		$	0.19	$	0.50
Net income		$	32,764	$	85,422
Notes - interest expense, net of tax		—		742
Numerator for diluted EPS		$	32,764	$	86,164
Weighted-average effect of dilutive securities:
Notes		—		4,850
Stock options		7,044		8,610
RSUs		2,980		3,562
Effect of dilutive securities		10,024		17,022
Weighted-average common shares outstanding, assuming dilution (1) (2) (3)		178,841		188,826
Earnings per share, diluted		$	0.18	$	0.46
Outstanding anti-dilutive stock options and RSUs (4)		368		244

(1) All securities are excluded when their inclusion would be anti-dilutive.

(2) The weighted-average shares underlying the conversion options in the Company’s Notes are included using the if-converted method, if dilutive in the period.

(3) In February 2020, the Company entered into privately negotiated capped call transactions (the “Capped Call Transactions”) with certain financial institutions. The Capped Call Transactions expired upon maturity of the Notes during the three months ended March 31, 2025. The Company’s Capped Call Transactions represented the equivalent number of shares of the Company’s common stock (representing the number of shares for which the Notes are convertible). The Capped Call Transactions are excluded from weighted-average common shares outstanding, assuming dilution, in all periods as their effect would be anti-dilutive.

(4) Outstanding stock options and RSUs that were anti-dilutive under the treasury stock method in the period were excluded from the computation of diluted earnings per share. These awards may be dilutive in the future.

PEGASYSTEMS INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

NOTE 17. COMMITMENTS AND CONTINGENCIES

Commitments

See "Note 9. Leases" for additional information.

Legal proceedings

In addition to the matters below, the Company is or may become involved in a variety of claims, demands, suits, investigations, and proceedings that arise from time to time relating to matters incidental to the ordinary course of the Company’s business, including actions concerning contracts, intellectual property, employment, benefits, and securities matters. Regardless of the outcome, legal disputes can have a material effect on the Company because of defense and settlement costs, diversion of management resources, and other factors.

In addition, as the Company is a party to ongoing litigation, it is at least reasonably possible that the Company’s estimates will change in the near term, and the effect may be material. As of March 31, 2026 and December 31, 2025, the Company recorded an estimated $9.75 million accrued loss related to the agreed in principle settlement of the In re Pegasystems Inc. Derivative Litigation matter, see additional discussion below.

Appian Corp. v. Pegasystems Inc. & Youyong Zou

The Company is a defendant in litigation brought by Appian in the Circuit Court of Fairfax County, Virginia titled Appian Corp. v. Pegasystems Inc. & Youyong Zou, No. 2020-07216 (Fairfax Cty. Ct.). On May 9, 2022, the jury rendered its verdict finding that the Company had misappropriated one or more of Appian’s trade secrets, that the Company had violated the Virginia Computer Crimes Act, and that the trade secret misappropriation was willful and malicious. The jury awarded damages of $2,036,860,045 for trade secret misappropriation and $1.00 for violating the Virginia Computer Crimes Act. On September 15, 2022, the circuit court of Fairfax County entered judgment of $2,060,479,287, consisting of the damages previously awarded by the jury plus attorneys’ fees and costs, and stating that the judgment is subject to post-judgment interest at a rate of 6.0% per annum, from the date of the jury verdict (May 9, 2022) as to the amount of the jury verdict and from September 15, 2022 as to the amount of the award of attorneys’ fees and costs.

On September 15, 2022, the Company filed a notice of appeal from the Virginia Uniform Trade Secrets Act judgment. On September 29, 2022, the circuit court of Fairfax County approved a $25,000,000 letter of credit obtained by the Company to secure the judgment and entered an order suspending the judgment during the pendency of the Company’s appeal. A panel of the Court of Appeals of Virginia heard oral arguments on November 15, 2023, and issued a written opinion on July 30, 2024. The Court of Appeals reversed the judgment and ordered a new trade secrets claim trial. Appian filed a petition for appeal with the Supreme Court of Virginia on August 29, 2024, and the Company filed a response to the petition on October 21, 2024. On March 7, 2025, the Supreme Court of Virginia granted Appian’s petition for appeal and Pega’s assignments of cross-error. The Supreme Court of Virginia heard appellate oral argument on October 28, 2025.

On January 8, 2026, the Supreme Court of Virginia issued a written opinion unanimously affirming the ruling of the Court of Appeals of Virginia. On January 13, 2026, the Circuit Court of Fairfax County, Virginia notified the parties that this case has been reassigned to Judge David A. Oblon for further proceedings. On January 29, 2026, the Supreme Court of Virginia remanded Appian’s trade secret case to the Court of Appeals with direction to remand to the Circuit Court of Fairfax County for further proceedings in accordance with its written opinion. Also on January 29, Judge Oblon scheduled a first status conference for the remanded trial proceedings for May 7, 2026.

On February 27, 2026, the Court of Appeals of Virginia issued a mandate stating that the judgment is affirmed in part, reversed in part, and remanded to the Circuit Court of Fairfax County for further proceedings consistent with the views expressed in the written opinion of the Court of Appeals of Virginia.

The Company continues to believe that it did not misappropriate any alleged trade secrets and that its sales of the Company’s products at issue were not caused by, or the result of, any alleged misappropriation of trade secrets. The Company is unable to reasonably estimate possible damages because of, among other things, uncertainty as to the outcome of a new trial resulting from the appellate proceedings.

PEGASYSTEMS INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

PS Lit Recovery, LLC v. Pegasystems Inc., Alan Trefler, and Kenneth Stillwell and Eminence Fund Long Master, Ltd., Eminence Fund Master, Ltd., Eminence Fund II Master, LP, Eminence Partners Long II, LP, Eminence Fund Leveraged Master, Ltd., Eminence Partners, L.P., Eminence Partners II, L.P. v. Pegasystems Inc., Alan Trefler, and Kenneth Stillwell

Federal court cases

On December 4, 2024, the shareholders representing approximately 3% of the settlement class that opted out of the court approved settlement in the class action matter captioned City of Fort Lauderdale Police and Firefighters’ Retirement System, Individually and on Behalf of All Others Similarly Situated v. Pegasystems Inc., Alan Trefler, and Kenneth Stillwell (Case 1:22-cv-00578-LMB-IDD) (the “Class Action”) filed two lawsuits against the Company, the Company’s chief executive officer, and the Company’s chief operating and financial officer in the United States District Court for the District of Massachusetts. The first is captioned Eminence Fund Long Master, Ltd., Eminence Fund Master, Ltd., Eminence Fund II Master, LP, Eminence Partners Long II, LP, Eminence Fund Leveraged Master, Ltd., Eminence Partners, L.P., and Eminence Partners II, L.P. v. Pegasystems Inc., Alan Trefler, and Kenneth Stillwell (Case 1:24-cv-12999-WGY); the second is captioned PS Lit Recovery, LLC v. Pegasystems Inc., Alan Trefler, and Kenneth Stillwell (Case 1:24-cv-11220-WGY). The complaints, which are substantially similar, generally allege, among other things, that the defendants violated Section 10(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and Rule 10b-5 promulgated thereunder, and that the individual defendants violated Section 20(a) of the Exchange Act, in each case by allegedly making materially false and/or misleading statements, as well as allegedly failing to disclose material adverse facts about the Company’s business, operations, and prospects, which caused the Company’s securities to trade at artificially inflated prices. The complaints also assert claims for common law fraud and negligent misrepresentation, and seek unspecified damages. The defendants moved to dismiss the complaints on March 13, 2025 and on May 21, 2025, the Court held a hearing on the motion to dismiss. At the conclusion of the hearing, the Court (i) granted the motion to dismiss as to the plaintiffs’ scheme liability claims; (ii) granted the motion to dismiss as to certain claims against Ken Stillwell; and (iii) took the motion to dismiss under advisement as to all other claims. On January 8, 2026, the Court issued a written order granting the motion to dismiss as to the Section 10(b) and common law fraud claims against Ken Stillwell and denying the motion to dismiss as to the remaining claims. The Court also entered a scheduling order setting trial for February 2027.

State court cases

On February 26, 2025, the same shareholders filed two lawsuits against the Company, the Company’s chief executive officer, and the Company’s chief operating and financial officer in Massachusetts Superior Court. The first is captioned Eminence Fund Long Master, Ltd., Eminence Fund Master, Ltd., Eminence Fund II Master, LP, Eminence Partners Long II, LP, Eminence Fund Leveraged Master, Ltd., Eminence Partners, L.P., and Eminence Partners II, L.P. v. Pegasystems Inc., Alan Trefler, and Kenneth Stillwell (Case No. 2584CV00541-BLS1); the second is captioned PS Lit Recovery, LLC v. Pegasystems, Inc., Alan Trefler, and Kenneth Stillwell (Case No. 2584CV00539-BLS1). The complaints, which are substantially similar, allege the same state law claims raised in the two federal lawsuits brought by the same plaintiffs in the United States District Court for the District of Massachusetts. On April 14, 2025, the court granted the parties’ joint stipulations to stay both cases pending the resolution of the parallel federal actions and ordered the plaintiffs to file periodic status reports regarding the federal cases showing cause why the state cases should remain open.

The Company believes it has strong defenses to the claims brought against the defendants and intends to defend against these claims vigorously. The Company is unable to reasonably estimate possible damages or a range of possible damages in these matters given the stage of the lawsuits.

In re Pegasystems Inc. Derivative Litigation

Federal court cases

On November 21, 2022, a lawsuit was filed against the members of the Company’s board of directors, the Company’s chief operating and financial officer and the Company in the United States District Court for the District of Massachusetts, captioned Mary Larkin, derivatively on behalf of nominal defendant Pegasystems Inc. v. Peter Gyenes, Richard Jones, Christopher Lafond, Dianne Ledingham, Sharon Rowlands, Alan Trefler, Larry Weber, and Kenneth Stillwell, defendants, and Pegasystems Inc., nominal defendant (Case 1:22-cv-11985). On April 28, 2023, a lawsuit was filed in the United States District Court for the District of Massachusetts by Dag Sagfors, derivatively on behalf of nominal defendant Pegasystems Inc., asserting breach of fiduciary duty and related claims relating to the Virginia Appian litigation against the same defendants as the Larkin lawsuit. On May 17, 2023, the Larkin and Sagfors cases were consolidated (the “Consolidated Action”) and, after defendants moved to dismiss the complaint in the Consolidated Action on December 4, 2024, the plaintiffs moved to voluntarily dismiss the Consolidated Action, and the Court granted the motion to dismiss on December 18, 2024.

PEGASYSTEMS INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

The Company separately received confidential demand letters raising substantially the same allegations set forth in the Consolidated Action. On April 12, 2023, the Company’s board of directors (other than Mr. Trefler, who recused himself), formed a committee consisting solely of independent directors, to review, analyze, and investigate the matters raised in the demands and to determine in good faith what actions (if any) were reasonably believed to be appropriate under similar circumstances and reasonably believed to be in the best interests of the Company in response to the demand letters (the “Demand Review Committee”). The Demand Review Committee, with the assistance of independent legal counsel, conducted an extensive investigation of the allegations raised in the demand letters and on October 7, 2024 issued a report concluding that there are no valid claims against the Company’s directors and officers with respect to the matters raised in the demands and that it would not be in the Company’s best interests to pursue litigation against them.

On February 7, 2025, the plaintiffs in the Consolidated Action filed a new complaint against the members of the Company’s board of directors, certain employees of the Company, and the Company in the United States District Court for the District of Massachusetts, captioned Mary Larkin and Dag Sagfors, derivatively on behalf of nominal defendant Pegasystems Inc. v. Alan Trefler, Peter Gyenes, Richard Jones, Christopher Lafond, Dianne Ledingham, Sharon Rowlands, Leon Trefler, Larry Weber, Kenneth Stillwell, Don Schuerman, Kerim Akgonul, and Benjamin Baril, (the “Defendants”), and Pegasystems Inc., nominal defendant (Case 1:25-cv-10303). The complaint asserts against Defendants claims for breach of fiduciary duty, unjust enrichment, and violations of the Exchange Act relating to (i) the litigation brought by Appian in the Circuit Court of Fairfax County, Virginia, described above; (ii) alleged misconduct by Company employees alleged in that litigation; and the Class Action, described above. The Defendants filed motions to dismiss the complaint on April 28, 2025. On June 6, 2025, the plaintiffs in the consolidated derivative matter currently pending in Massachusetts Superior Court, Case No. 2484CV01734 (discussed below), moved to intervene in this matter and to stay it pending the resolution of the state derivative matter. The Court held a hearing on defendants’ motions to dismiss and state court plaintiffs’ motion to intervene on July 21, 2025. Following argument, the Court took the motions under advisement.

On October 14, 2025, the parties jointly notified the Court that on October 2, 2025 the Massachusetts Superior Court granted defendants’ motion to dismiss the related state court derivative action (see below) and proposed that the Court refrain from issuing a decision on the motions to dismiss pending a joint submission by the parties of their respective positions on the impact of the state court dismissal on the federal court case within thirty (30) days. On December 17, 2025, the court entered an order administratively closing this action in light of the developments in the State court cases, described below.

On January 7, 2026, the Collective Plaintiffs agreed in principle to a proposed settlement of the litigation. See discussion below within the “State court cases” subsection.

State court cases

On June 28, 2024, a lawsuit was filed against members of the Company’s board of directors, certain employees of the Company and the Company in the Business Litigation Section of the Superior Court in Suffolk County, Massachusetts, captioned John Dwyer and Ray Gerber, Plaintiffs, v. Alan Trefler, Peter Gyenes, Richard Jones, Christopher Lafond, Dianne Ledingham, Sharon Rowlands, Larry Weber, Leon Trefler, Don Schuerman, Kerim Akgonul, and Benjamin Baril, (“Defendants”), and Pegasystems Inc., Nominal Defendant (Case 2484CV01734) (“Dwyer Action”). The complaint generally alleges the Defendants breached their fiduciary duties in connection with alleged misconduct by Company employees alleged in the litigation brought by Appian in the Circuit Court of Fairfax County, Virginia, described above, and alleges damages from the approximately $2 billion verdict in the litigation brought by Appian in the Circuit Court of Fairfax County, Virginia, described above, the settlement of the Class Action, and litigation costs from various proceedings.

On November 22, 2024, a lawsuit was filed against members of the Company’s board of directors, certain employees of the Company and the Company in the Business Litigation Section of the Superior Court in Suffolk County, Massachusetts, captioned Jayne Birch and Robert Garfield, Plaintiffs, v. Alan Trefler, Peter Gyenes, Richard Jones, Christopher Lafond, Dianne Ledingham, Sharon Rowlands, Larry Weber, Kerim Akgonul, Don Schuerman, Leon Trefler, Douglas Kim, John Petronio, Benjamin Baril, and Kenneth Stillwell, (“Defendants”), and Pegasystems Inc., Nominal Defendant (Case 2484CV03076-BLS-1) (“Birch Action”). The complaint generally asserts the same claims asserted in the Dwyer Action.

On February 12, 2025, after submission by the parties of a stipulation and proposed order, an order was entered consolidating the Dwyer and Birch Actions and approving the schedule for the filing of a consolidated complaint and a motion to dismiss. On March 14, 2025, the plaintiffs filed a consolidated complaint in Case No. 2484CV01734. The consolidated complaint generally alleges the Defendants breached their fiduciary duties in connection with alleged misconduct by Company employees alleged in the litigation brought by Appian in the Circuit Court of Fairfax County, Virginia, described above, and in connection with the investigation conducted and the report issued by the Demand Review Committee of the Company’s board regarding the same. The Defendants moved to dismiss the complaint and after briefing by the parties, the Court held a hearing on defendants’ motion on September 4, 2025. On October 2, 2025, the Court granted Defendants’ motion to dismiss. On January 13, 2026, the court entered final judgment in defendants’ favor.

On January 7, 2026, the parties to the federal and state court cases agreed in principle to a proposed settlement of the litigation. Under the terms of the proposed settlement, the plaintiffs in the federal and state court cases (“Collective Plaintiffs”) agreed to the dismissal of all claims upon the Company adopting certain governance reforms and payment of an estimated aggregate sum of $9.75 million, inclusive of a $7 million special dividend to shareholders (excluding defendants) and Collective Plaintiffs’ attorney fees.

PEGASYSTEMS INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

On January 23, 2026, the parties jointly moved the court for relief from the final judgment in this action for the sole purpose of permitting the parties to seek Court approval of the proposed settlement. On February 10, 2026, the plaintiffs submitted the proposed settlement to the Court for preliminary approval. On March 18, 2026, the Court held a preliminary approval hearing and granted the parties relief from the final judgment. On April 16, 2026, the Court held a further preliminary approval hearing. The Court has preliminarily approved the proposed settlement and scheduled a final approval hearing for June 25, 2026.

Although the outcome of the litigation is not certain until final court approval, the Company has recorded an estimated $9.75 million accrued loss as of December 31, 2025. However, it is possible that actual future losses related to the litigation could exceed the accrual amount if and to the extent that the court does not approve the proposed settlement.

Pegasystems v. Appian Defamation Litigation

On August 2, 2023, the Company filed a complaint against Appian in the U.S. District Court for the District of Massachusetts, captioned Pegasystems Inc. v. Appian Corporation, 1:23-cv-11776-LTS (D. Mass.). The complaint asserts claims for defamation, trade libel, and violations of the Lanham Act, 15 U.S.C. § 1125(a) based on statements Appian made following the verdict in the litigation brought by Appian in the Circuit Court of Fairfax County, Virginia, described above. In response to a motion to dismiss filed by Appian on August 18, 2023, the Company amended the complaint to add additional factual allegations in support of the same claims. On September 22, 2023, Appian moved to dismiss the amended complaint, which the Court denied on January 5, 2024. On February 20, 2024, Appian answered the complaint, asserted counterclaims against the Company for defamation, trade libel, violations of the Lanham Act, 15 U.S.C. § 1125(a), and violations of Mass. Gen. Laws ch. 93A §§ 2 and 11, and sought a declaratory judgment that the Company was not entitled to the recovery sought in the amended complaint. On April 11, 2024, the Company moved for a more definite statement and to partially strike the counterclaims, which the Court denied on August 1, 2024. On August 15, 2024, the Company moved to dismiss the counterclaims, which the Court allowed in part and denied in part on October 8, 2024; specifically, the Court allowed the Company’s motion to dismiss the trade libel counterclaim with respect to Appian’s allegations regarding the Company’s Code of Conduct. On November 26, 2024, Appian moved for judgment on the pleadings. On March 11, 2025, the Court allowed the motion for judgment on the pleadings in part and entered judgment for Appian on the basis of a statement made by Appian’s chief executive officer, but otherwise denied the motion.

The parties exchanged opening expert reports in March 2026. The Company claims $41.9 million in damages from Appian’s conduct. Appian seeks $31.8 million in lost profits damages and further requests that the Company be required to disgorge $109.5 million in profits as unjust enrichment arising from business contracts Appian contends it competed with Pegasystems on from 2022-2025. Apart from Company revenues in which Appian contends it competed with Pegasystems for business, Appian further seeks that the Company be forced to disgorge the entirety of its profits ($2.33 billion) from 2022-2025. The Company vehemently disagrees with Appian’s entitlement to any recovery, and believes the disgorgement claim is consistent with Appian’s efforts to denigrate the Company that are the subject of the Company’s claims asserted in this litigation. The Company remains confident in the merits of its claims against Appian and the damages claimed, and disputes Appian’s counterclaims, including the amount of and legal basis for the damages sought, believes it has strong defenses to the counterclaims, and intends to vigorously defend against the counterclaims. Motions for summary judgment are due in June 2026, at which time the Company also expects to file Daubert motions. A jury trial is currently scheduled for November 2026. The Company is unable to reasonably estimate likelihood of success for either party or a range of possible gain or loss given the uncertainty as to the likelihood, amount, and timing of any potential gain or loss related to its claims or Appian’s counterclaims.

ITEM 2.     MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q (“Quarterly Report”) contains or incorporates forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including the sufficiency of our capital, our position and estimates relating to tax, and legal proceedings.

Words such as expects, anticipates, intends, plans, believes, will, could, should, estimates, may, targets, strategies, intends to, projects, positions, forecasts, guidance, likely, and usually or variations of such words and other similar expressions identify forward-looking statements. These statements represent our views only as of the date the statement was made and are based on current expectations and assumptions.

Forward-looking statements deal with future events and are subject to risks and uncertainties that are difficult to predict, including, but not limited to:

•our future financial performance and business plans;

•the adequacy of our liquidity and capital resources;

•the successful execution of investments in artificial intelligence;

•our ability to protect our intellectual property rights, costs associated with defending such rights, intellectual property rights claims, and other related claims by third parties against us, including related costs, damages, and other relief that may be granted against us;

•our ongoing litigation with Appian Corp. and associated legal proceedings; and

•management of our growth.

These risks and others that may cause actual results to differ materially from those expressed in such forward-looking statements are described further in Part I of our Annual Report on Form 10-K for the year ended December 31, 2025, Part II of this Quarterly Report on Form 10-Q, and other filings we make with the SEC.

Investors are cautioned not to place undue reliance on such forward-looking statements, and there are no assurances that the results included in such statements will be achieved. Although subsequent events may cause our view to change, except as required by applicable law, we do not undertake and expressly disclaim any obligation to publicly update or revise these forward-looking statements, whether as the result of new information, future events, or otherwise.

The forward-looking statements in this Quarterly Report represent our views as of April 21, 2026.

NON-GAAP MEASURES

Our non-GAAP financial measures should only be read in conjunction with our consolidated financial statements prepared in accordance with GAAP. 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. GAAP. A reconciliation of GAAP and non-GAAP measures is located with each non-GAAP measure.

BUSINESS OVERVIEW

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, and transform legacy systems. 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 BlueprintTM (“Blueprint”) to rapidly prototype and accelerate the development and deployment of applications quickly and collaboratively.

We focus on enterprise-scale businesses and government agencies that require advanced solutions to distinguish themselves in the competitive markets they serve. Our solutions achieve and facilitate differentiation by increasing business agility, driving growth and modernization, improving productivity, attracting and retaining customers, and reducing risk. 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. 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.

(Dollars in thousands)	March 31, 2025		March 31, 2026		Change				Constant Currency Change
Pega Cloud	$	701,311	$	906,652	$	205,341	29	%	27	%
Maintenance	298,422		276,834		(21,588)		(7)	%	(8)	%
Subscription services	999,733		1,183,486		183,753		18	%	16	%
Subscription license	445,677		438,514		(7,163)		(2)	%	(2)	%
	$	1,445,410	$	1,622,000	$	176,590	12	%	11	%

Reconciliation of ACV and constant currency ACV

(in millions, except percentages)	March 31, 2025		March 31, 2026		1-Year Change
ACV	$	1,445	$	1,622	12	%
Impact of changes in foreign exchange rates	—		(24)
Constant currency ACV	$	1,445	$	1,598	11	%

Note: Constant currency ACV is calculated by applying the March 31, 2025 foreign exchange rates to current period shown.

Cash Flow

(Dollars in thousands)		Three Months Ended<br>March 31,					Change
	2025			2026
Cash provided by operating activities		$	204,228		$	212,251	4	%
Investment in property and equipment		(1,880)			(5,726)
Free cash flow (1)		$	202,348		$	206,525	2	%
Supplemental information (2)
Legal fees		$	2,413		$	2,801
Restructuring		1,184			6,711
Interest paid on convertible senior notes		1,754			—
Income taxes, net of refunds		4,102			5,233
		$	9,453		$	14,745

(1) Our non-GAAP free cash flow is defined as cash provided by operating activities less investment in property and equipment. Investment in property and equipment fluctuates in amount and frequency and is significantly affected by the timing and size of investments in our facilities and equipment. We provide information on free cash flow to enable investors to assess our ability to generate cash without incurring additional external financings. This information is not a substitute for financial measures prepared under U.S. GAAP.

(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.

•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 (the “Notes”), due March 1, 2025, in a private placement. The Notes accrued interest at an annual rate of 0.75%, paid semi-annually in arrears on March 1 and September 1. The outstanding Notes were repaid in their entirety at maturity.

•Income taxes, net of refunds: Direct income taxes paid net of refunds received.

Remaining performance obligations (“Backlog”)

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

(in millions, except percentages)	March 31, 2025		March 31, 2026		1-Year Growth Rate
Backlog - GAAP	$	1,728	$	2,011	16	%
Impact of changes in foreign exchange rates	—		(38)
Constant currency backlog	$	1,728	$	1,973	14	%

Note: Constant currency Backlog is calculated by applying the March 31, 2025 foreign exchange rates to current period shown.

CRITICAL ACCOUNTING POLICIES

Management’s Discussion and Analysis of Financial Condition and Results of Operations is based upon our unaudited condensed consolidated financial statements, which have been prepared following accounting principles generally accepted in the U.S. and the rules and regulations of the SEC for interim financial reporting. Preparing these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues, expenses, and the related disclosure of contingent assets and liabilities. We base our estimates and judgments on historical experience, knowledge of current conditions, and expectations of what could occur in the future based on the available information.

For more information about our critical accounting policies, we encourage you to read the discussion in the following locations in our Annual Report on Form 10-K for the year ended December 31, 2025:

•“Critical Accounting Estimates and Significant Judgments” in Item 7; and

•“Note 2. Significant Accounting Policies” in Item 8.

No significant changes have been made to our critical accounting policies as disclosed in our Annual Report on Form 10-K for the year ended December 31, 2025.

RESULTS OF OPERATIONS

Revenue

(Dollars in thousands)	Three Months Ended<br>March 31,					Change
		2026	2025
Pega Cloud				$	205,031	48	%	$	151,123	32	%	$	53,908	36	%
Maintenance				75,317		17	%	76,368		16	%	(1,051)		(1)	%
Subscription services				280,348		65	%	227,491		48	%	52,857		23	%
Subscription license				94,852		22	%	187,721		39	%	(92,869)		(49)	%
Subscription				375,200		87	%	415,212		87	%	(40,012)		(10)	%
Consulting				54,773		13	%	60,421		13	%	(5,648)		(9)	%
				$	429,973	100	%	$	475,633	100	%	$	(45,660)	(10)	%

•The increase in Pega Cloud revenue in the three months ended March 31, 2026 was primarily due to expanded adoption of Pega Cloud by our clients.

•The decrease in maintenance revenue in the three months ended March 31, 2026 was primarily due to our clients’ shift to Pega Cloud-based offerings, which do not result in maintenance revenue.

•The decrease in subscription license revenue in the three months ended March 31, 2026 was primarily due to several large multi-year contracts recognized in revenue in the three months ended March 31, 2025.

•The decrease in consulting revenue in the three months ended March 31, 2026 was primarily due to a decrease in consultant billable hours in our Americas region.

Gross profit

(Dollars in thousands)	Three Months Ended<br>March 31,					Change
		2026	2025
Pega Cloud				$	160,490	78	%	$	118,654	79	%	$	41,836	35	%
Maintenance				70,409		93	%	70,709		93	%	(300)		—	%
Subscription services				230,899		82	%	189,363		83	%	41,536		22	%
Subscription license				94,381		100	%	187,333		100	%	(92,952)		(50)	%
Subscription				325,280		87	%	376,696		91	%	(51,416)		(14)	%
Consulting				(2,061)		(4)	%	(3,513)		(6)	%	1,452		41	%
				$	323,219	75	%	$	373,183	78	%	$	(49,964)	(13)	%

•The decrease in Pega Cloud gross profit percent in the three months ended March 31, 2026 was primarily due to an increase in personnel-related costs associated with investments made to support our cloud operations.

•The increase in consulting gross profit percent in the three months ended March 31, 2026 was primarily due to a decrease in compensation and benefits of $6.4 million, which was attributable to our restructuring initiatives in 2025. As our technology strategy continues to evolve, we may periodically evaluate our organizational structure to align resources with business priorities.

Operating expenses

(Dollars in thousands)	Three Months Ended<br>March 31,						Change
		2026	2025
Selling and marketing				$	155,603			$	138,069		$	17,534	13	%
% of Revenue				36		%		29		%
Research and development				$	82,047			$	74,286		$	7,761	10	%
% of Revenue				19		%		16		%
General and administrative				$	48,573			$	33,828		$	14,745	44	%
% of Revenue				11		%		7		%
Restructuring				$	(153)			$	11		$	(164)	*
% of Revenue				—		%		—		%

* Not meaningful

•The increase in selling and marketing in the three months ended March 31, 2026 was primarily due to increase in compensation and benefits of $10.7 million attributable to increases in headcount and equity compensation.

•The increase in research and development in the three months ended March 31, 2026 was primarily due to increase in compensation and benefits of $5.6 million attributable to increases in headcount and equity compensation.

•The increase in general and administrative in the three months ended March 31, 2026 was primarily due to an increase of $13.4 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. For additional information, see "Note 17. Commitments and Contingencies" in Part I, Item 1 of this Quarterly Report.

Other income and expenses

(Dollars in thousands)	Three Months Ended<br>March 31,					Change
		2026	2025
Foreign currency transaction gain (loss)				$	1,850		$	(5,325)	$	7,175	*
Interest income				2,954			5,335		(2,381)		(45)	%
Interest expense				(44)			(1,027)		983		96	%
(Loss) on capped call transactions				—			(223)		223		100	%
Other (loss) income, net				(2,204)			561		(2,765)		*
				$	2,556		$	(679)	$	3,235	*

* Not meaningful

•The changes in foreign currency transaction gain (loss) in the three months ended March 31, 2026 were primarily due to fluctuations in foreign currency exchange rates associated with foreign currency-denominated receivables and intercompany balances held by our subsidiary in the United Kingdom.

•The decrease in interest income in the three months ended March 31, 2026 were primarily due to lower investment balances as a result of the repayment of the Notes at maturity on March 3, 2025.

•The decrease in interest expense in the three months ended March 31, 2026 were primarily due to the repayment of the Notes at maturity on March 3, 2025.

•The changes in (loss) on capped call transactions were due to the expiration of the capped call transactions in the three months ended March 31, 2025.

•The decrease in other (loss) income, net in the three months ended March 31, 2026 was primarily due to valuation losses from our venture investments portfolio. For additional information, see "Note 12. Fair Value Measurements" in Part I, Item 1 of this Quarterly Report.

Provision for income taxes

	Three Months Ended<br>March 31,
(Dollars in thousands)		2026			2025
Provision for income taxes		$	6,941		$	40,888
Effective income tax rate		17		%	32		%

Our effective income tax rate decreased in the three months ended March 31, 2026 as compared to the prior period, primarily due to excess tax benefits from stock-based compensation recognized in the current period and the absence of a valuation allowance on substantially all of our U.S. and U.K. deferred tax assets.

The Organization for Economic Cooperation and Development (“OECD”) has introduced Pillar Two, a global minimum tax framework supported by more than 130 countries, with certain provisions effective for tax years beginning on or after January 1, 2024.

On January 5, 2026, the OECD issued administrative guidance introducing a side‑by‑side system that would exempt U.S.‑parented multinational groups from certain Pillar Two rules beginning in fiscal years starting on or after January 1, 2026. We will continue to monitor developments in countries’ domestic laws as they relate to the OECD model rules and the Pillar Two global minimum tax. Based on information currently available, we do not expect Pillar Two to have a material impact on our consolidated financial statements.

LIQUIDITY AND CAPITAL RESOURCES

	Three Months Ended<br>March 31,
(in thousands)	2026		2025
Cash provided by (used in):
Operating activities	$	212,251	$	204,228
Investing activities	2,760		261,895
Financing activities	(154,163)		(575,986)
Effect of exchange rate changes on cash, cash equivalents, and restricted cash	(2,898)		3,570
Net increase (decrease) in cash, cash equivalents, and restricted cash	$	57,950	$	(106,293)
(in thousands)	March 31, 2026		December 31, 2025
---	---	---	---	---
Held in U.S. entities	$	312,947	$	157,449
Held in foreign entities	161,007		268,350
Total cash, cash equivalents, and marketable securities	473,954		425,799
Restricted cash included in other current assets	2,448		1,577
Restricted cash included in other long-term assets	1,900		2,336
Total cash, cash equivalents, marketable securities, and restricted cash	$	478,302	$	429,712

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. 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. We may utilize available funds or seek external financing if we require additional capital resources.

If it becomes necessary or desirable to repatriate foreign funds, we may have to pay federal, state, and local income taxes as well as foreign withholding taxes upon repatriation. However, estimating the taxes we would have to pay on the amounts we consider indefinitely reinvested is impracticable due to the complexity of income tax laws and regulations. We have provided a deferred tax liability associated with the tax cost of repatriating unremitted earnings which we do not consider indefinitely reinvested.

Operating activities

The change in cash provided by operating activities in the three months ended March 31, 2026 was primarily due to increase in client collections.

Investing activities

The change in cash provided by investing activities in the three months ended March 31, 2026 was primarily due to scheduled maturities of our investments in financial instruments in anticipation of the repayment of the maturing Notes in the three months ended March 31, 2025.

Financing activities

Debt financing

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. Effective as of February 4, 2025, the Credit Facility was amended to extend the expiration date to February 4, 2027.

As of March 31, 2026 and December 31, 2025, we had letters of credit of $26.7 million under the Credit Facility; however we had no cash borrowings. For additional information, see "Note 10. Debt" in Part I, Item 1 of this Quarterly Report.

Stock repurchase program

Changes in the remaining stock repurchase authority:

(in thousands) (1)	Three Months Ended<br>March 31, 2026
December 31, 2025	$	242,254
Authorizations (2)	1,000,000
Repurchases (3)	(167,254)
March 31, 2026	$	1,075,000

(1) Amounts presented are exclusive of the U.S. excise tax on share repurchases.

(2) On February 10, 2026, the Company’s Board of Directors extended the expiration date of the share repurchase program from June 30, 2026 to June 30, 2027 and increased the authorized repurchase amount by $1 billion.

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

Common stock repurchases

	Three Months Ended<br>March 31,
	2026			2025
(in thousands)	Shares	Amount		Shares	Amount
Repurchases paid	3,523	$	167,254	2,832	$	115,704
Repurchases unpaid at period end	—	—		88	3,000
Stock repurchase program (1)	3,523	167,254		2,920	118,704
Tax withholdings for net settlement of equity awards	47	2,106		58	2,304
	3,570	$	169,360	2,978	$	121,008

(1) Amounts presented are exclusive of the U.S. excise tax on share repurchases.

During the three months ended March 31, 2026 and 2025, instead of receiving cash from the equity holders, we withheld shares with a value of $1.9 million and $1.5 million, respectively, for the exercise price of options. These amounts are not included in the table above.

Dividends

We paid and intend to continue to pay a quarterly cash dividend of $0.03 per share; however, the Board of Directors may terminate or modify the dividend program without prior notice.

	Three Months Ended<br>March 31,
(in thousands)	2026		2025
Dividend payments to stockholders	$	5,110	$	2,583

Contractual obligations

As of March 31, 2026, our contractual obligations were:

	Payments due by period
(in thousands)	Remainder of 2026		2027		2028		2029		2030		2031 and after		Other		Total
Purchase obligations (1)	$	107,132	$	190,295	$	46,701	$	773	$	775	$	—	$	—	$	345,676
Operating lease obligations	13,947		16,452		14,751		11,907		10,266		14,911		—		82,234
Venture investment commitments (2)	600		1,000		—		—		—		—		—		1,600
Liability for uncertain tax positions (3)	—		—		—		—		—		—		24,063		24,063
	$	121,679	$	207,747	$	61,452	$	12,680	$	11,041	$	14,911	$	24,063	$	453,573

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

(2) Represents the maximum funding under existing venture investment agreements. Our venture investment agreements generally allow us to withhold unpaid funds at our discretion.

(3) We cannot reasonably estimate the timing of this cash outflow due to uncertainties in the timing of the effective settlement of tax positions.

ITEM 3.     QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Market risk is the risk of loss from adverse changes in financial market prices and rates.

Foreign currency exposure

Translation risk

Our international operations’ operating expenses are primarily denominated in foreign currencies. However, our international sales are also primarily denominated in foreign currencies, partially offsetting our foreign currency exposure.

A hypothetical 10% strengthening in the U.S. dollar against other currencies would have resulted in the following:

	Three Months Ended<br>March 31,
	2026		2025
(Decrease) in revenue	(4)	%	(4)	%
(Decrease) in net income	(9)	%	(3)	%

Remeasurement risk

We incur transaction gains and losses from the remeasurement of monetary assets and liabilities denominated in currencies other than the functional currency of the entities in which they are recorded.

We are primarily exposed to changes in foreign currency exchange rates associated with the Australian dollar, Euro, and U.S. dollar-denominated cash, cash equivalents, marketable securities, receivables, and intercompany balances held by our U.K. subsidiary, a British pound functional entity.

A hypothetical 10% strengthening in the British pound exchange rate in comparison to the Australian dollar, Euro, and U.S. dollar would have resulted in the following impact:

	Three Months Ended<br>March 31,
(in thousands)	2026		2025
Foreign currency (loss)	$	(23,310)	$	(25,453)

ITEM 4.     CONTROLS AND PROCEDURES

(a) 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 of 1934, as amended (“Exchange Act”)) as of March 31, 2026. 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. Based on this evaluation, our CEO and CFO concluded that our disclosure controls and procedures were effective as of March 31, 2026.

(b) Changes in internal control over financial reporting

There have been no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended March 31, 2026 that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.

ITEM 1. LEGAL PROCEEDINGS

The information set forth in “Note 17. Commitments and Contingencies”, in Part I, Item 1 of this Quarterly Report is incorporated herein by reference.

ITEM 1A.     RISK FACTORS

We encourage you to carefully consider the risk factors identified in Item 1A. “Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the U.S. Securities and Exchange Commission. These risk factors could materially affect our business, financial condition, and future results and may cause our actual business and financial results to differ materially from those contained in forward-looking statements made in this Quarterly Report on Form 10-Q or elsewhere by management.

ITEM 2.     UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Issuer purchases of equity securities (1)

Common stock repurchased in the three months ended March 31, 2026:

(in thousands, except per share amounts)	Total Number<br><br>of Shares<br><br>Purchased (2)	Average Price<br><br>Paid per<br><br>Share (2)		Total Number <br>of Shares Purchased as Part of<br>Publicly Announced Share <br>Repurchase Program	Approximate Dollar<br><br>Value of Shares That<br><br>May Yet Be Purchased at Period<br><br>End Under Publicly Announced<br><br>Share Repurchased Programs (3)(4)
January 1, 2026 - January 31, 2026	1,401	$	53.53	1,401	$	167,254
February 1, 2026 - February 28, 2026	2,138	$	43.44	2,122	$	1,075,000
March 1, 2026 - March 31, 2026	76	$	44.27	—	$	1,075,000
	3,615	$	47.37	3,523

(1) For additional information, see "Liquidity and Capital Resources" in Part I, Item 2 of this Quarterly Report.

(2) Includes shares withheld to cover the option exercise price and tax withholding obligations for stock compensation awards subject to net settlement provisions.

(3) On February 10, 2026, the Company’s Board of Directors extended the expiration date of the share repurchase program from June 30, 2026 to June 30, 2027 and increased the authorized repurchase amount by $1 billion..

(4) Amounts presented are exclusive of the U.S. excise tax on share repurchases.

ITEM 5.     OTHER INFORMATION

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

On February 13, 2026, the Richard H. Jones Revocable Trust dated August 17, 1998 entered into a Rule 10b5-1 trading arrangement that provides for the sale of 100,000 shares of our common stock. The arrangement will terminate on February 13, 2027, subject to early termination for certain specified events set forth in the arrangement. Richard Jones, a member of our Board of Directors, is a trustee of the Richard H. Jones Revocable Trust.

On March 16, 2026, Leon Trefler, our Chief of Clients and Markets, entered into a Rule 10b5-1 trading arrangement that provides for the sale of 36,000 shares of our common stock. The arrangement will terminate on May 31, 2027, subject to early termination for certain specified events set forth in the arrangement.

Other than as disclosed above, during the three months ended March 31, 2026, 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.

ITEM 6.     EXHIBITS

Exhibit No.	Description		Incorporation by Reference					Filed Herewith
		Form		Location		Filing Date
3.1	Restated Articles of Organization of the Company and Amendments thereto		8-K		3.1		6/18/25
3.2	Amended and Restated Bylaws of Pegasystems Inc.		8-K		3.2		6/15/20
10.1	2026 Section 16 Officer Corporate Incentive Compensation Plan++		8-K		10.1		2/12/26
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.

++ Management contracts and compensatory plans or arrangements.

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:	April 21, 2026	By:	/s/ KENNETH STILLWELL
			Kenneth Stillwell
			Chief Operating Officer and Chief Financial Officer
			(Principal Financial Officer)

Document

EXHIBIT 31.1

CERTIFICATION

I, Alan Trefler, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q of Pegasystems Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a.all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b.any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Dated: April 21, 2026

/s/ ALAN TREFLER
Alan Trefler
Chairman and Chief Executive Officer
(Principal Executive Officer)

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EXHIBIT 31.2

CERTIFICATION

I, Kenneth Stillwell, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q of Pegasystems Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a.all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b.any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Dated: April 21, 2026

/s/ KENNETH STILLWELL
Kenneth Stillwell
Chief Operating Officer and Chief Financial Officer
(Principal Financial Officer)

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EXHIBIT 32

CERTIFICATION PURSUANT TO SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Pegasystems Inc. (the “Company”) on Form 10-Q for the quarter ended March 31, 2026 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), Alan Trefler, Chairman and Chief Executive Officer of Pegasystems Inc., and Kenneth Stillwell, Chief Operating Officer and Chief Financial Officer of Pegasystems Inc., each certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1.The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: April 21, 2026

/s/ ALAN TREFLER
Alan Trefler
Chairman and Chief Executive Officer
(Principal Executive Officer)		/s/ KENNETH STILLWELL
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Kenneth Stillwell
Chief Operating Officer and Chief Financial Officer
(Principal Financial Officer)

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