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PEGASYSTEMS INC

For the period ended Dec 31, 2023. Filed Feb 14, 2024.

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About this filing

A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2023 · Filed Feb 14, 2024

PEGA$31.53+1.3%Stored close · as of Nov 10, 2026

Extracted filing text, with the paragraph anchors used by the comparison.

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Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) The following are filed as part of this Annual Report:

(1) Financial Statements

The following consolidated financial statements are included in Item 8:

Page
Report of Independent Registered Public Accounting Firm37
Consolidated Balance Sheets as of December 31, 2023 and 202239
Consolidated Statements of Operations for the years ended December 31, 2023, 2022, and 202140
Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2023, 2022, and 202141
Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2023, 2022, and 202142
Consolidated Statements of Cash Flows for the years ended December 31, 2023, 2022, and 202143

(b) Exhibits

ExhibitNo. · Description · Incorporation by Reference · FiledHerewith
Form · Location · Filing Date
3.1Restated Articles of Organization of the Registrant and Amendments thereto10-Q3.111/4/14
3.2Amended and Restated Bylaws of Pegasystems Inc8-K3.26/15/20
4.1Specimen Certificate Representing the Common StockS-14.16/19/96
4.2Indenture, dated as of February 24, 2020, between Pegasystems Inc. and U.S. Bank National Association, as trustee8-K4.12/24/20
4.3Form of certificate representing the 0.75% Convertible Senior Notes due 20258-KExhibit A to 4.12/24/20
4.4Description of Common Stock10-K4.22/12/20
10.12004 Long-Term Incentive Plan (as amended and restated)++DEF 14AAppendix A to 2023 Proxy Statement4/28/23
10.2Restricted Stock Unit Sub-Plan of the Registrant’s 2004 Long-Term Incentive Plan for French Participants++DEF 14AAppendix B to 2016 Proxy Statement4/18/16
10.32006 Employee Stock Purchase Plan, as amended on June 20, 2023++DEF 14AAppendix B to 2023 Proxy Statement4/28/23
10.4Form of Employee Stock Option Agreement, as amended++10-Q10.35/10/17
10.5Form of Global Stock Option Agreement++10-K10.52/17/21
10.6Form of Restricted Stock Unit Agreement, as amended++10-Q10.45/10/17
10.7Form of Global Restricted Stock Unit Agreement++10-K10.72/17/21
10.8Form of Non-Employee Director Stock Option Agreement++10-Q10.210/29/04
10.9Form of Director Indemnification Agreement++8-K99.14/11/05
10.10Offer Letter between the Registrant and Kenneth Stillwell dated June 1, 2016++8-K99.16/14/16
10.11Offer Letter between the Registrant and John Higgins executed December 13, 2020++10-Q10.34/26/23
10.12Compensation program for non-employee members of the Registrant’s Board of Directors, effective August 5, 2019++8-KItem 1.018/9/19
10.132022 Section 16 Officers/FLT Member Corporate Incentive Compensation Plan++8-K99.12/7/22
10.142023 Section 16 Officers/FLT Member Corporate Incentive Compensation Plan++8-K99.12/13/23
10.15Credit Agreement dated as of November 5, 2019 with PNC Bank, National Association10-Q10.111/7/19
10.16Amendment to Loan Documents, dated February 18, 2020, between Pegasystems Inc. and PNC Bank, National Association8-K10.32/24/20
10.17Amendment 2 to Loan Documents, dated July 22, 2020, between Pegasystems Inc. and PNC Bank, National Association10-Q10.27/28/20
ExhibitNo. · Description · Incorporation by Reference · FiledHerewith
Form · Location · Filing Date
10.18**Amendment to Loan Documents, dated as of September 30, 2020, between Pegasystems Inc. and PNC Bank, National Association10-Q10.310/28/20
10.19Fourth Amendment to Loan Documents, dated as of March 31, 2022, between Pegasystems Inc. and PNC Bank, National Association10-Q10.13/31/22
10.20Fifth Amendment to Loan Documents, dated as of July 25, 2022, between Pegasystems Inc. and PNC Bank, National Association10-Q10.17/27/22
10.21Sixth Amendment to Loan Documents, dated as of March 31, 2023, between Pegasystems Inc. and PNC Bank, National Association10-Q10.14/26/23
10.22Fee Letter, dated as of March 31, 2023, for Senior Credit Facility10-Q10.24/26/23
10.23Form of Side Letter to Base Call Option Transaction10-Q10.110/28/20
10.24Form of Side Letter to Additional Call Option Transaction10-Q10.210/28/20
10.25Form of Confirmation of Base Call Option Transaction8-K10.12/24/20
10.26Form of Confirmation of Additional Call Option Transaction8-K10.22/24/20
10.27Sublease, dated March 31, 2021 for Office Space at One Main Street, Cambridge, MA10-Q10.17/28/21
10.28Lease between Pegasystems Inc. and 275 Wyman LLC**8-K10.17/9/21
21.1Subsidiaries of the Registrant.X
23.1Consent of Independent Registered Public Accounting Firm—Deloitte & Touche LLP.X
31.1Certification pursuant to Exchange Act Rules 13a-14 and 15d-14 of the Chief Executive Officer.X
31.2Certification pursuant to Exchange Act Rules 13a-14 and 15d-14 of the Chief Financial Officer.X
32Certification pursuant to 18 U.S.C. Section 1350 of the Chief Executive Officer and the Chief Financial Officer.+
97.1Pegasystems Inc. Compensation Recovery PolicyX
101.INSInline 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.SCHInline XBRL Taxonomy Extension Schema Document.X
101.CALInline XBRL Taxonomy Calculation Linkbase Document.X
101.DEFInline XBRL Taxonomy Extension Definition Linkbase Document.X
101.LABInline XBRL Taxonomy Label Linkbase Document.X
101.PREInline XBRL Taxonomy Presentation Linkbase Document.X
104Cover 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 required to be filed pursuant to Item 15(b) of Form 10-K.

** Certain portions of this exhibit are considered confidential and have been omitted as allowed under SEC rules and regulations

(c) Financial Statement Schedules

All financial statement schedules are omitted because the required information is not present or not present in sufficient amounts to require submission of the schedule or because the information is reflected in the consolidated financial statements or notes thereto.

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