PEGASYSTEMS INC

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Dear Shareholder:

We cordially invite you to attend our 2024 Annual Meeting of Shareholders (the “Annual Meeting”) on Tuesday, June 18, 2024 at 1 Main Street, Cambridge, Massachusetts. The Annual Meeting will commence at 10:00 am, Eastern Daylight Time.

At the Annual Meeting, you are being asked to consider and vote on the following matters: to elect to our Board of Directors the seven nominees named in the proxy statement, each for a term of one year; to approve, by a non-binding advisory vote, the compensation of our named executive officers; and to ratify the selection by the Audit Committee of our Board of Directors of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024.

Please vote your shares by submitting your proxy in the manner described in the proxy statement so that your shares can be voted at the Annual Meeting in accordance with your instructions. Even if you plan to attend the Annual Meeting, we urge you to vote your shares prior to the meeting. You can revoke your proxy at any time before the Annual Meeting or vote your shares during the Annual Meeting by following the procedures described in the accompanying proxy statement.

We thank you for your continued support of Pega.

Sincerely,

Alan Trefler

Chairman and Chief Executive Officer

May 3, 2024

NOTICE OF 2024 ANNUAL MEETING OF SHAREHOLDERS

To be held on June 18, 2024

To our Shareholders:

The 2024 Annual Meeting of Shareholders of Pegasystems Inc. will be held at 1 Main Street, Cambridge, Massachusetts, on Tuesday, June 18, 2024 beginning at 10:00 am, Eastern Daylight Time.

At the meeting, shareholders will consider and vote on the following matters:

1. To elect to our Board of Directors the seven nominees named in the proxy statement, each for a one-year term.

2. To approve, by a non-binding advisory vote, the compensation of our named executive officers.

3. To ratify the selection by the Audit Committee of our Board of Directors of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024.

Shareholders of record at the close of business on April 19, 2024 are entitled to vote at the meeting. Whether you plan to attend the meeting or not, please vote your shares by submitting your proxy over the Internet, or by telephone, or by completing, signing, dating, and returning a proxy card, each in the manner described in the proxy statement. For specific instructions on how to vote your shares, please refer to the “Information About the Annual Meeting and Voting” section of the attached proxy statement. Your prompt response is requested to ensure your shares are represented at the meeting. You can revoke your proxy and change your vote at any time before the polls close at the meeting by following the procedures described in the accompanying proxy statement.

By Order of the Board of Directors,

Matthew J. Cushing

Senior Vice President, Chief Commercial Officer, General Counsel, and Secretary

Cambridge, Massachusetts

May 3, 2024

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