PEGASYSTEMS INC

Not applicable.

Part II

Stock Split

On February 12, 2025, our Board of Directors approved a two-for-one forward stock split (the “Stock Split”) of our common stock, par value $0.01 (“Common Stock”), to be effected as a stock dividend and a proportionate increase in the number of authorized shares of Common Stock from 200,000,000 to 400,000,000 (the “Authorized Share Increase”). The Authorized Share Increase was subject to shareholder approval of an amendment to our Restated Articles of Organization. The requisite shareholder approval was obtained on June 17, 2025. On June 20, 2025, each shareholder of record at the close of business on June 10, 2025 (the “Record Date”) received one additional share of Common Stock for each share of Common Stock held on the Record Date. All share, per share, and equity award information for all periods presented within this Annual Report have been recast to reflect the effect of the Stock Split.

Market information

Our common stock is quoted on the NASDAQ Global Select Market under the symbol “PEGA.”

Holders

As of January 30, 2026, we had 65 stockholders of record.

Dividends

During 2025, 2024, and 2023, we paid a quarterly cash dividend. Following the Stock Split, and commencing with the third quarter of 2025, we paid and expect to continue to pay a quarterly cash dividend of $0.03 per share, or the equivalent of $0.06 per share prior to the Stock Split. While we expect to continue to pay a quarterly cash dividend, our Board of Directors may terminate or modify this dividend program without prior notice.

Issuer purchases of equity securities(1)

Common stock repurchased in the three months ended December 31, 2025:

(1) For additional information, see "Stock Repurchase Program" in Item 7 of this Annual Report.

(2) Shares withheld to cover the option exercise price and tax withholding obligations under the net settlement provisions of our stock compensation awards have been included in these amounts.

(3) On April 22, 2025, our Board of Directors extended the expiration date of the share repurchase program from December 31, 2025 to June 30, 2026 and increased the authorized repurchase amount by $500 million.

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

Stock performance graph and cumulative total stockholder return(1)

The following performance graph represents a comparison of the cumulative total stockholder return, assuming the reinvestment of dividends, for a $100 investment on December 31, 2020 in our common stock; the Total Return Index for the NASDAQ Composite and Standard & Poor’s (“S&P”) MidCap 400® Index, broad market indices; and the S&P North American Technology Sector - Software Index™ (“S&P NA Tech Software”), a published industry index.

(1) The graph lines merely connect measurement dates and do not reflect fluctuations between those dates.

(2) During 2025, our common stock was added to the S&P MidCap 400® Index. As such, we have included the S&P MidCap 400® Index as an additional broad market equity index comparative.