pega-20260209

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________________

FORM 8-K

____________________

Current Report

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 9, 2026

____________________

PEGASYSTEMS INC.

(Exact name of Registrant as specified in its charter)

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Massachusetts	1-11859	04-2787865
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

225 Wyman Street, Waltham, MA 02451

(Address of principal executive offices, including zip code)

(617) 374-9600

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading symbol(s)	Name of each exchange on which registered
Common Stock, $.01 par value per share	PEGA	NASDAQ Global Select Market

Indicate by check mark whether the Registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On February 9, 2026, the Compensation Committee of the Board of Directors of Pegasystems Inc. (the “Company”) approved the 2026 Section 16 Officer/ALT Member Corporate Incentive Compensation Plan (the “Incentive Plan”) for the executive officers of the Company (the “Executive Officers”).

The Incentive Plan covers the period from January 1, 2026 through December 31, 2026 (the “Incentive Period”). The Incentive Plan is designed to establish a pool of funds to be available for making bonus payments to the Executive Officers if the Company achieves certain performance goals (the “Corporate Goals”) during the Incentive Period. For purposes of the Incentive Plan, the Corporate Goals consist of financial goals weighted at 75% and strategic goals weighted at 25%. The percentage achievement of the Corporate Goals (the “Funding Percentage”) determines the extent to which the Incentive Plan is funded, except that if the Funding Percentage is less than 70% then the Incentive Plan will not be funded at all. If the Funding Percentage is greater than 100%, the Company may fund an enhanced incentive as determined by the Board of Directors in its discretion. Once the Funding Percentage has been determined, the actual incentive payment for each Executive Officer is conditioned on their continued active employment with the Company and may be adjusted based on their individual performance.

The Company permits each Executive Officer to elect to receive a portion of their 2026 bonus equal to 50% of their target Incentive Plan payment in the form of restricted stock units (“RSUs”) instead of in cash. For this purpose, the number of RSUs granted will be determined by dividing 50% of the Executive Officer’s target Incentive Plan payment by 85% of the closing price of the Company’s common stock on the date of grant. If elected, the RSU grant will occur in March 2026 and is subject to vest 100% on or about the Incentive Plan payout date in 2027 for all participants. Vesting is conditioned upon threshold funding of the Incentive Plan and, with respect to each Executive Officer, on continued active employment with the Company and the Executive Officer’s individual performance. If these conditions are not met, the RSU award will not vest and will expire.

The foregoing summary description of the Incentive Plan is qualified in its entirety by reference to Exhibit 10.1 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits


Exhibit No.						Description
10.1						2026 Section 16 Officer Corporate Incentive Compensation Plan
104						Cover Page Interactive Data File (formatted as Inline XBRL)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


		Pegasystems Inc.

Dated:	February 12, 2026	By:	/s/ KENNETH STILLWELL
			Kenneth Stillwell
			Chief Operating Officer and Chief Financial Officer
			(Principal Financial Officer)

Pegasystems Inc. filed SEC Form 8-K: Leadership Update, Financial Statements and Exhibits