PEGASYSTEMS INC
For the period ended Dec 31, 2023. Filed Feb 14, 2024.
View on SEC.govAbout 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
Extracted filing text, with the paragraph anchors used by the comparison.
See the whole filing, with its images and exhibitsContents
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 Firm | 37 |
| Consolidated Balance Sheets as of December 31, 2023 and 2022 | 39 |
| Consolidated Statements of Operations for the years ended December 31, 2023, 2022, and 2021 | 40 |
| Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2023, 2022, and 2021 | 41 |
| Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2023, 2022, and 2021 | 42 |
| Consolidated Statements of Cash Flows for the years ended December 31, 2023, 2022, and 2021 | 43 |
(b) Exhibits
| ExhibitNo. · Description · Incorporation by Reference · FiledHerewith | ||||
|---|---|---|---|---|
| Form · Location · Filing Date | ||||
| 3.1 | Restated Articles of Organization of the Registrant and Amendments thereto | 10-Q | 3.1 | 11/4/14 |
| 3.2 | Amended and Restated Bylaws of Pegasystems Inc | 8-K | 3.2 | 6/15/20 |
| 4.1 | Specimen Certificate Representing the Common Stock | S-1 | 4.1 | 6/19/96 |
| 4.2 | Indenture, dated as of February 24, 2020, between Pegasystems Inc. and U.S. Bank National Association, as trustee | 8-K | 4.1 | 2/24/20 |
| 4.3 | Form of certificate representing the 0.75% Convertible Senior Notes due 2025 | 8-K | Exhibit A to 4.1 | 2/24/20 |
| 4.4 | Description of Common Stock | 10-K | 4.2 | 2/12/20 |
| 10.1 | 2004 Long-Term Incentive Plan (as amended and restated)++ | DEF 14A | Appendix A to 2023 Proxy Statement | 4/28/23 |
| 10.2 | Restricted Stock Unit Sub-Plan of the Registrant’s 2004 Long-Term Incentive Plan for French Participants++ | DEF 14A | Appendix B to 2016 Proxy Statement | 4/18/16 |
| 10.3 | 2006 Employee Stock Purchase Plan, as amended on June 20, 2023++ | DEF 14A | Appendix B to 2023 Proxy Statement | 4/28/23 |
| 10.4 | Form of Employee Stock Option Agreement, as amended++ | 10-Q | 10.3 | 5/10/17 |
| 10.5 | Form of Global Stock Option Agreement++ | 10-K | 10.5 | 2/17/21 |
| 10.6 | Form of Restricted Stock Unit Agreement, as amended++ | 10-Q | 10.4 | 5/10/17 |
| 10.7 | Form of Global Restricted Stock Unit Agreement++ | 10-K | 10.7 | 2/17/21 |
| 10.8 | Form of Non-Employee Director Stock Option Agreement++ | 10-Q | 10.2 | 10/29/04 |
| 10.9 | Form of Director Indemnification Agreement++ | 8-K | 99.1 | 4/11/05 |
| 10.10 | Offer Letter between the Registrant and Kenneth Stillwell dated June 1, 2016++ | 8-K | 99.1 | 6/14/16 |
| 10.11 | Offer Letter between the Registrant and John Higgins executed December 13, 2020++ | 10-Q | 10.3 | 4/26/23 |
| 10.12 | Compensation program for non-employee members of the Registrant’s Board of Directors, effective August 5, 2019++ | 8-K | Item 1.01 | 8/9/19 |
| 10.13 | 2022 Section 16 Officers/FLT Member Corporate Incentive Compensation Plan++ | 8-K | 99.1 | 2/7/22 |
| 10.14 | 2023 Section 16 Officers/FLT Member Corporate Incentive Compensation Plan++ | 8-K | 99.1 | 2/13/23 |
| 10.15 | Credit Agreement dated as of November 5, 2019 with PNC Bank, National Association | 10-Q | 10.1 | 11/7/19 |
| 10.16 | Amendment to Loan Documents, dated February 18, 2020, between Pegasystems Inc. and PNC Bank, National Association | 8-K | 10.3 | 2/24/20 |
| 10.17 | Amendment 2 to Loan Documents, dated July 22, 2020, between Pegasystems Inc. and PNC Bank, National Association | 10-Q | 10.2 | 7/28/20 |
| 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 Association | 10-Q | 10.3 | 10/28/20 | |
| 10.19 | Fourth Amendment to Loan Documents, dated as of March 31, 2022, between Pegasystems Inc. and PNC Bank, National Association | 10-Q | 10.1 | 3/31/22 | |
| 10.20 | Fifth Amendment to Loan Documents, dated as of July 25, 2022, between Pegasystems Inc. and PNC Bank, National Association | 10-Q | 10.1 | 7/27/22 | |
| 10.21 | Sixth Amendment to Loan Documents, dated as of March 31, 2023, between Pegasystems Inc. and PNC Bank, National Association | 10-Q | 10.1 | 4/26/23 | |
| 10.22 | Fee Letter, dated as of March 31, 2023, for Senior Credit Facility | 10-Q | 10.2 | 4/26/23 | |
| 10.23 | Form of Side Letter to Base Call Option Transaction | 10-Q | 10.1 | 10/28/20 | |
| 10.24 | Form of Side Letter to Additional Call Option Transaction | 10-Q | 10.2 | 10/28/20 | |
| 10.25 | Form of Confirmation of Base Call Option Transaction | 8-K | 10.1 | 2/24/20 | |
| 10.26 | Form of Confirmation of Additional Call Option Transaction | 8-K | 10.2 | 2/24/20 | |
| 10.27 | Sublease, dated March 31, 2021 for Office Space at One Main Street, Cambridge, MA | 10-Q | 10.1 | 7/28/21 | |
| 10.28 | Lease between Pegasystems Inc. and 275 Wyman LLC** | 8-K | 10.1 | 7/9/21 | |
| 21.1 | Subsidiaries of the Registrant. | X | |||
| 23.1 | Consent of Independent Registered Public Accounting Firm—Deloitte & Touche LLP. | X | |||
| 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. | + | |||
| 97.1 | Pegasystems Inc. Compensation Recovery Policy | X | |||
| 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 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.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.