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PEGASYSTEMS INC

For the period ended Jun 16, 2026. Filed Apr 24, 2026.

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About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Jun 16, 2026 · Filed Apr 24, 2026

PEGA$32.40-3.5%Stored close · as of Nov 6, 2026
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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 ☐

Check the appropriate box:
☐Preliminary Proxy Statement
☐Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒Definitive Proxy Statement
☐Definitive Additional Materials
☐Soliciting Material under § 240.14a-12

(Name of Registrant as Specified in its Charter)

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

Payment of Filing Fee (Check the appropriate box):
☒No fee required
☐Fee paid previously with preliminary materials
☐Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

Dear Shareholder:

We cordially invite you to attend our 2026 Annual Meeting of Shareholders (the “Annual Meeting”) on Tuesday, June 16, 2026, at 225 Wyman Street, Ste 300, Waltham, Massachusetts. The Annual Meeting will commence at 10:00 a.m. Eastern Daylight Time.

At the Annual Meeting, you are being asked to consider and vote on the matters listed in the Notice of 2026 Annual Meeting of Shareholders that follows this letter. 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 1, 2026

Waltham, MA 02451

NOTICE OF 2026 ANNUAL MEETING OF SHAREHOLDERS

To be held on June 16, 2026

To our Shareholders:

The 2026 Annual Meeting of Shareholders of Pegasystems Inc. will be held at 225 Wyman Street, Ste 300, Waltham, Massachusetts, on Tuesday, June 16, 2026 beginning at 10:00 a.m. 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 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, 2026.

Shareholders of record at the close of business on April 17, 2026 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,

/s/Benjamin Y. Ostapuk

Benjamin Y. Ostapuk

Chief Legal Officer and Secretary

April 24, 2026

TABLE OF CONTENTS

Page Number
PROXY STATEMENT FOR ANNUAL MEETING OF SHAREHOLDERS5
PROPOSAL 1 – ELECTION OF DIRECTORS6
Director Qualifications6
Nominees for Election for a Term of One Year Expiring in 20267
DIRECTOR COMPENSATION10
INFORMATION ABOUT OUR EXECUTIVE OFFICERS10
PROPOSAL 2 – ADVISORY VOTE ON EXECUTIVE COMPENSATION12
COMPENSATION DISCUSSION AND ANALYSIS13
Executive Summary13
Objectives of Compensation Programs15
Elements of Compensation16
Severance, Retention, and Change in Control Benefits18
Potential Payments Upon Termination or Change in Control18
Compensation Practices Risk Assessment19
CEO Pay Ratio19
Equity Compensation Plan Information20
EXECUTIVE COMPENSATION21
Summary Compensation Table21
Grants of Plan-Based Awards22
Outstanding Equity Awards at Fiscal Year End23
Option Exercises and Stock Vested Table25
PAY VERSUS PERFORMANCE25
PROPOSAL 3 – RATIFICATION OF THE SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM29
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FEES AND SERVICES29
Audit Committee Pre-Approval Policy and Procedures29
CORPORATE GOVERNANCE30
General30
Determination of Independence31
Board Leadership Structure and Risk Oversight31
Director Candidates31
Communications from Shareholders and Other Interested Parties to the Board32
Board Meetings32
Board Committees32
Insider Trading Policy and Procedures33
Corporate Responsibility and Sustainability34
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS35
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION36
DELINQUENT SECTION 16(a) REPORTS36
COMMITTEE REPORTS36
Report of the Compensation Committee36
Report of the Audit Committee36
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT37
INFORMATION ABOUT THE ANNUAL MEETING AND VOTING38
ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.