Pegasystems Inc. filed SEC Form 8-K: Material Modification to Rights of Security Holders, Other Events, Financial Statements and Exhibits
$PEGA
EDP Services
Technology
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 20, 2025
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Item 3.03. Material Modification to Rights of Security Holders.
(a) The information set forth in Item and 8.01 below is hereby incorporated by reference into this Item 3.03.
Item 8.01. Other Events.
As previously disclosed in the Forms 8-K filed on February 12, 2025 and June 18, 2025 by Pegasystems Inc. (the “Company”) with the Securities and Exchange Commission (the “SEC”), on February 12, 2025 the Company’s board of directors approved a two-for-one forward stock split (the “Stock Split”) of the Company’s 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 Stock Split and the Authorized Share Increase were subject to shareholder approval of an amendment to the Company’s Restated Articles of Organization (the "Charter Amendment”) and the filing of the Charter Amendment with the Secretary of State of the Commonwealth of Massachusetts. The requisite shareholder approval was obtained on June 17, 2025 and the Charter Amendment was then filed on June 17, 2025.
Accordingly, as previously disclosed in the Form 8-K filed on February 12, 2025 and June 18, 2025 by the Company with the SEC, every one share of Common Stock outstanding on June 10, 2025, the record date for the Stock Split, received one additional share of Common Stock for each share of Common Stock held on the record date. The distribution occurred on June 20, 2025, and the Common Stock began trading on a post-split basis on June 23, 2025.
As a result of the Stock Split, proportionate adjustments have been made to the number of shares of Common Stock issuable under the Company’s equity incentive plans and the number of shares underlying outstanding equity awards, as well as to the exercise price of any outstanding stock options.
Item 9.01 Financial Statements and Exhibits
| Exhibit No. | Description | |||||||
| 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: | June 23, 2025 | By: | /s/ Matthew J. Cushing | ||||||||
Matthew J. Cushing | |||||||||||
Senior Vice President, Chief Commercial Officer, General Counsel and Secretary | |||||||||||