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 2025 Annual Meeting of Shareholders (the “Annual Meeting”) on Tuesday, June 17, 2025 at 225 Wyman Street, Ste 300, Waltham, 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 eight 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; to approve the amended and restated Pegasystems Inc. 2004 Long-Term Incentive Plan; to approve an amendment to our Restated Articles of Organization; 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, 2025.

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 2, 2025

NOTICE OF 2025 ANNUAL MEETING OF SHAREHOLDERS

To be held on June 17, 2025

To our Shareholders:

The 2025 Annual Meeting of Shareholders of Pegasystems Inc. will be held at 225 Wyman Street, Ste 300, Waltham, Massachusetts, on Tuesday, June 17, 2025 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 eight 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 approve the amended and restated Pegasystems Inc. 2004 Long-Term Incentive Plan (the “Plan”).

4. To approve an amendment to our Restated Articles of Organization to increase the number of authorized shares of our common stock from 200,000,000 to 400,000,000.

5. 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, 2025.

Shareholders of record at the close of business on April 17, 2025 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

Waltham, Massachusetts

May 2, 2025

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