UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________________
FORM 10-Q
_____________________________________
| Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 | |||||
For the quarterly period ended | |||||
OR
| Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 | |||||
Commission File Number: 1-11859
____________________________
(Exact name of Registrant as specified in its charter)
____________________________
| (State or other jurisdiction of incorporation or organization) | (IRS Employer Identification No.) | ||||
(Address of principal executive offices, including zip code)
(617 ) 374-9600
(Registrant’s telephone number, including area code)
____________________________
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading symbol(s) | Name of each exchange on which registered | ||||||
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨
Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files). Yes x No ¨
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
x | Accelerated filer | ☐ | Non-accelerated filer | ☐ | Smaller reporting company | 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. ☐
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
There were 167,657,568 shares of the Registrant’s common stock, $0.01 par value per share, outstanding on April 13, 2026.
PEGASYSTEMS INC.
QUARTERLY REPORT ON FORM 10-Q
TABLE OF CONTENTS
Page | |||||
| PART I - FINANCIAL INFORMATION | |||||
| Item 1. Financial Statements | |||||
Unaudited Condensed Consolidated Balance Sheets as of March 31, 2026 and December 31, 2025 | |||||
Unaudited Condensed Consolidated Statements of Operations for the three months ended March 31, 2026 and 2025 | |||||
Unaudited Condensed Consolidated Statements of Comprehensive Income for the three months ended March 31, 2026 and 2025 | |||||
Unaudited Condensed Consolidated Statements of Stockholders’ Equity for the three months ended March 31, 2026 and 2025 | |||||
Unaudited Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2026 and 2025 | |||||
| Notes to Unaudited Condensed Consolidated Financial Statements | |||||
| Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations | |||||
| Item 3. Quantitative and Qualitative Disclosures About Market Risk | |||||
| Item 4. Controls and Procedures | |||||
| PART II - OTHER INFORMATION | |||||
| Item 1. Legal Proceedings | |||||
| Item 1A. Risk Factors | |||||
| Item 2. Unregistered Sales of Equity Securities and Use of Proceeds | |||||
| Item 5. Other Information | |||||
| Item 6. Exhibits | |||||
Signatures | |||||
2
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
PEGASYSTEMS INC. UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS (in thousands) | |||||||||||
| March 31, 2026 | December 31, 2025 | ||||||||||
| Assets | |||||||||||
| Current assets: | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Marketable securities | |||||||||||
| Total cash, cash equivalents, and marketable securities | |||||||||||
Accounts receivable, net | |||||||||||
Unbilled receivables, net | |||||||||||
| Other current assets | |||||||||||
| Total current assets | |||||||||||
Long-term unbilled receivables, net | |||||||||||
| Goodwill | |||||||||||
Long-term deferred income taxes | |||||||||||
| Other long-term assets | |||||||||||
| Total assets | $ | $ | |||||||||
| Liabilities and stockholders’ equity | |||||||||||
| Current liabilities: | |||||||||||
| Accounts payable | $ | $ | |||||||||
| Accrued expenses | |||||||||||
| Accrued compensation and related expenses | |||||||||||
| Deferred revenue | |||||||||||
| Other current liabilities | |||||||||||
| Total current liabilities | |||||||||||
Long-term operating lease liabilities | |||||||||||
| Other long-term liabilities | |||||||||||
| Total liabilities | |||||||||||
| Commitments and contingencies (Note 17) | |||||||||||
Stockholders’ equity: | |||||||||||
Preferred stock, | |||||||||||
Common stock, March 31, 2026 and December 31, 2025, respectively | |||||||||||
| Additional paid-in capital | |||||||||||
| Retained earnings | |||||||||||
| Accumulated other comprehensive (loss) | ( | ( | |||||||||
| Total stockholders’ equity | |||||||||||
| Total liabilities and stockholders’ equity | $ | $ | |||||||||
See notes to unaudited condensed consolidated financial statements.
3
PEGASYSTEMS INC. UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except per share amounts) | |||||||||||
| Three Months Ended March 31, | |||||||||||
| 2026 | 2025 | ||||||||||
| Revenue | |||||||||||
| Subscription services | $ | $ | |||||||||
| Subscription license | |||||||||||
| Consulting | |||||||||||
| Total revenue | |||||||||||
| Cost of revenue | |||||||||||
| Subscription services | |||||||||||
| Subscription license | |||||||||||
| Consulting | |||||||||||
| Total cost of revenue | |||||||||||
| Gross profit | |||||||||||
| Operating expenses | |||||||||||
| Selling and marketing | |||||||||||
| Research and development | |||||||||||
| General and administrative | |||||||||||
| Restructuring | ( | ||||||||||
| Total operating expenses | |||||||||||
| Income from operations | |||||||||||
| Foreign currency transaction gain (loss) | ( | ||||||||||
| Interest income | |||||||||||
| Interest expense | ( | ( | |||||||||
| (Loss) on capped call transactions | ( | ||||||||||
| Other (loss) income, net | ( | ||||||||||
| Income before provision for income taxes | |||||||||||
| Provision for income taxes | |||||||||||
| Net income | $ | $ | |||||||||
| Earnings per share | |||||||||||
| Basic | $ | $ | |||||||||
| Diluted | $ | $ | |||||||||
| Weighted-average number of common shares outstanding | |||||||||||
| Basic | |||||||||||
| Diluted | |||||||||||
See notes to unaudited condensed consolidated financial statements.
4
PEGASYSTEMS INC. UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (in thousands) | |||||||||||
| Three Months Ended March 31, | |||||||||||
| 2026 | 2025 | ||||||||||
| Net income | $ | $ | |||||||||
| Other comprehensive (loss) income, net of tax | |||||||||||
| Unrealized (loss) on available-for-sale securities | ( | ( | |||||||||
| Foreign currency translation adjustments | ( | ||||||||||
| Total other comprehensive (loss) income, net of tax | ( | ||||||||||
| Comprehensive income | $ | $ | |||||||||
See notes to unaudited condensed consolidated financial statements.
5
| PEGASYSTEMS INC. UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (in thousands, except per share amounts) | |||||||||||||||||||||||||||||||||||
| Common Stock | Additional paid-in capital | Retained earnings | Accumulated other comprehensive (loss) | Total stockholders’ equity | |||||||||||||||||||||||||||||||
| Number of shares | Amount | ||||||||||||||||||||||||||||||||||
| December 31, 2024 | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||
| Repurchase of common stock | ( | ( | ( | — | — | ( | |||||||||||||||||||||||||||||
| Issuance of common stock for stock compensation plans | — | — | |||||||||||||||||||||||||||||||||
| Issuance of common stock under the employee stock purchase plan | — | — | |||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | |||||||||||||||||||||||||||||||
Cash dividends declared ($ | — | — | ( | — | ( | ||||||||||||||||||||||||||||||
| Other comprehensive income | — | — | — | — | |||||||||||||||||||||||||||||||
| Net income | — | — | — | — | |||||||||||||||||||||||||||||||
| March 31, 2025 | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||
| December 31, 2025 | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||
| Repurchase of common stock | ( | ( | ( | — | — | ( | |||||||||||||||||||||||||||||
| Issuance of common stock for stock compensation plans | — | — | |||||||||||||||||||||||||||||||||
| Issuance of common stock under the employee stock purchase plan | — | — | |||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | |||||||||||||||||||||||||||||||
Cash dividends declared ($ | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||
| Other comprehensive (loss) | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||
| Net income | — | — | — | — | |||||||||||||||||||||||||||||||
| March 31, 2026 | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||
See notes to unaudited condensed consolidated financial statements.
6
PEGASYSTEMS INC. UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) | |||||||||||
| Three Months Ended March 31, | |||||||||||
| 2026 | 2025 | ||||||||||
| Operating activities | |||||||||||
| Net income | $ | $ | |||||||||
| Adjustments to reconcile net income to cash provided by operating activities | |||||||||||
| Stock-based compensation | |||||||||||
| Amortization of deferred commissions | |||||||||||
| Amortization of intangible assets and depreciation | |||||||||||
| Amortization of right-of-use lease assets | |||||||||||
| Foreign currency transaction (gain) loss | ( | ||||||||||
| Loss on capped call transactions | |||||||||||
| Deferred income taxes | |||||||||||
| (Accretion) of investments | ( | ( | |||||||||
| Loss (gain) on investments | ( | ||||||||||
| Other non-cash | |||||||||||
| Change in operating assets and liabilities, net | |||||||||||
| Cash provided by operating activities | |||||||||||
| Investing activities | |||||||||||
| Purchases of investments | ( | ( | |||||||||
| Proceeds from maturities and called investments | |||||||||||
| Sales of investments | |||||||||||
| Investment in property and equipment | ( | ( | |||||||||
| Cash provided by investing activities | |||||||||||
| Financing activities | |||||||||||
| Repurchases of convertible senior notes | ( | ||||||||||
| Dividend payments to stockholders | ( | ( | |||||||||
| Proceeds from employee stock plans | |||||||||||
| Common stock repurchases for tax withholdings for net settlement of equity awards | ( | ( | |||||||||
| Common stock repurchases under stock repurchase program | ( | ( | |||||||||
| Cash (used in) financing activities | ( | ( | |||||||||
| Effect of exchange rate changes on cash, cash equivalents, and restricted cash | ( | ||||||||||
| Net increase (decrease) in cash, cash equivalents, and restricted cash | ( | ||||||||||
| Cash, cash equivalents, and restricted cash, beginning of period | |||||||||||
| Cash, cash equivalents, and restricted cash, end of period | $ | $ | |||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Restricted cash included in other current assets | |||||||||||
| Restricted cash included in other long-term assets | |||||||||||
| Total cash, cash equivalents, and restricted cash | $ | $ | |||||||||
| Supplemental disclosures | |||||||||||
| Non-cash investing and financing activity: | |||||||||||
| Investment in property and equipment included in accounts payable and accrued liabilities | $ | $ | |||||||||
| Dividends payable | $ | $ | |||||||||
| U.S. excise tax payable on net stock repurchase | $ | $ | |||||||||
See notes to unaudited condensed consolidated financial statements.
7
PEGASYSTEMS INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1. BASIS OF PRESENTATION
Pegasystems Inc. (together with its subsidiaries, “the Company”) has prepared the accompanying unaudited condensed consolidated financial statements pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Accordingly, they do not include all the information required by the generally accepted accounting principles (“GAAP”) in the United States of America (“U.S.”) for complete financial statements and should be read in conjunction with the Company’s audited financial statements included in the Annual Report on Form 10-K for the year ended December 31, 2025.
In the opinion of management, the Company has prepared the accompanying unaudited condensed consolidated financial statements on the same basis as its audited financial statements, and these financial statements include all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the results of the interim periods presented.
All intercompany transactions and balances were eliminated in consolidation. The operating results for the interim periods presented do not necessarily indicate the expected results for fiscal year 2026.
NOTE 2. NEW ACCOUNTING PRONOUNCEMENTS
Disaggregation of Income Statement Expenses
In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (ASU “2024-03”). Among other items, the requirements include expanded disclosures around employee compensation and selling expenses. ASU 2024-03 will be effective for the Company for the year ending December 31, 2027. The Company is still evaluating the impact of this new guidance on its consolidated financial statements but expects the adoption to result in disclosure changes only.
Targeted Improvements to the Accounting for Internal-Use Software
In September 2025, the FASB issued ASU 2025-06, Intangibles — Goodwill and Other — Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software (“ASU 2025-06”). ASU 2025-06 introduces a more principles-based framework to the capitalization of software intended for internal use focused on management’s authorization and commitment to fund a development project and the probability of whether the project will be completed and used for its intended function. ASU 2025-06 will be effective for the Company beginning January 1, 2028. The Company is currently evaluating the impact ASU 2025-06 will have on its consolidated financial statements.
NOTE 3. MARKETABLE SECURITIES
| March 31, 2026 | December 31, 2025 | ||||||||||||||||||||||||||||||||||||||||||||||
| (in thousands) | Amortized Cost | Unrealized Gains | Unrealized Losses | Fair Value | Amortized Cost | Unrealized Gains | Unrealized Losses | Fair Value | |||||||||||||||||||||||||||||||||||||||
| Government debt | $ | $ | $ | ( | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||||||||||
| Corporate debt | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||
| $ | $ | $ | ( | $ | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||
As of March 31, 2026, marketable securities’ maturities ranged from April 2026 to March 2029, with a weighted-average remaining maturity of 1.3 years.
NOTE 4. RECEIVABLES, CONTRACT ASSETS, AND DEFERRED REVENUE
Receivables
(in thousands) | March 31, 2026 | December 31, 2025 | |||||||||
| Accounts receivable, net | $ | $ | |||||||||
| Unbilled receivables, net | |||||||||||
Long-term unbilled receivables, net | |||||||||||
| $ | $ | ||||||||||
8
PEGASYSTEMS INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
Unbilled receivables
Unbilled receivables are client-committed amounts for which revenue recognition precedes billing. Billing is solely subject to the passage of time.
Unbilled receivables by expected collection date:
(Dollars in thousands) | March 31, 2026 | |||||||
| 1 year or less | $ | % | ||||||
| 1-2 years | % | |||||||
| 2-5 years | % | |||||||
| $ | % | |||||||
Unbilled receivables by contract effective date:
(Dollars in thousands) | March 31, 2026 | |||||||
| 2026 | $ | % | ||||||
| 2025 | % | |||||||
| 2024 | % | |||||||
| 2023 | % | |||||||
| 2022 and prior | % | |||||||
| $ | % | |||||||
Contract assets
Contract assets are client-committed amounts for which revenue recognized exceeds the amount billed to the client, and billing is subject to conditions other than the passage of time, such as the completion of a related performance obligation.
(in thousands) | March 31, 2026 | December 31, 2025 | |||||||||
Contract assets (1) | $ | $ | |||||||||
Long-term contract assets (2) | |||||||||||
| $ | $ | ||||||||||
(1) Included in other current assets.
(2) Included in other long-term assets.
Deferred revenue
Deferred revenue consists of billings made and payments received in advance of revenue recognition.
(in thousands) | March 31, 2026 | December 31, 2025 | |||||||||
| Deferred revenue | $ | $ | |||||||||
Long-term deferred revenue (1) | |||||||||||
| $ | $ | ||||||||||
(1) Included in other long-term liabilities.
The change in deferred revenue during the three months ended March 31, 2026 was primarily due to new billings in advance of revenue recognition and $225.6 million of revenue recognized during the period included in deferred revenue as of December 31, 2025.
NOTE 5. DEFERRED COMMISSIONS
(in thousands) | March 31, 2026 | December 31, 2025 | |||||||||
Deferred commissions (1) | $ | $ | |||||||||
(1) Included in other long-term assets.
| Three Months Ended March 31, | |||||||||||
| (in thousands) | 2026 | 2025 | |||||||||
Amortization of deferred commissions (1) | $ | $ | |||||||||
(1) Included in selling and marketing expenses.
9
PEGASYSTEMS INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
NOTE 6. GOODWILL
| Three Months Ended March 31, | |||||||||||
(in thousands) | 2026 | 2025 | |||||||||
| January 1, | $ | $ | |||||||||
| Currency translation adjustments | ( | ||||||||||
| March 31, | $ | $ | |||||||||
NOTE 7. OTHER ASSETS AND LIABILITIES
Other current assets
| (in thousands) | March 31, 2026 | December 31, 2025 | |||||||||
| Prepaid expenses | $ | $ | |||||||||
| Income tax receivables | |||||||||||
| Contract assets | |||||||||||
| Indirect tax receivable | |||||||||||
| Restricted cash | |||||||||||
| Other | |||||||||||
| $ | $ | ||||||||||
Other long-term assets
| (in thousands) | March 31, 2026 | December 31, 2025 | |||||||||
| Deferred commissions | $ | $ | |||||||||
| Right of use assets | |||||||||||
| Property and equipment | |||||||||||
| Contract assets | |||||||||||
| Venture investments | |||||||||||
| Income taxes receivable | |||||||||||
| Restricted cash | |||||||||||
| Intangible assets | |||||||||||
| Other | |||||||||||
| $ | $ | ||||||||||
Accrued expenses
| (in thousands) | March 31, 2026 | December 31, 2025 | |||||||||
| Outside professional services | $ | $ | |||||||||
| Cloud hosting | |||||||||||
| Litigation settlements | |||||||||||
| Income and other taxes | |||||||||||
| Employee related | |||||||||||
| Marketing and sales program | |||||||||||
| Other | |||||||||||
| $ | $ | ||||||||||
| (in thousands) | March 31, 2026 | December 31, 2025 | |||||||||
| Operating lease liabilities | $ | $ | |||||||||
| Dividends payable | |||||||||||
| Other | |||||||||||
| $ | $ | ||||||||||
10
PEGASYSTEMS INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
Other long-term liabilities
| (in thousands) | March 31, 2026 | December 31, 2025 | |||||||||
| Income taxes payable | $ | $ | |||||||||
| Deferred revenue | |||||||||||
| Other | |||||||||||
| $ | $ | ||||||||||
NOTE 8. SEGMENT INFORMATION
Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision-maker (“CODM”) in deciding how to allocate resources and assess performance.
The Company derives substantially all of its revenue from the sale and support of one group of similar products and services – software that provides case management, business process management, and real-time decisioning solutions to improve customer engagement and operational excellence in the enterprise applications market. To assess performance, the Company’s CODM, the Chief Executive Officer, reviews financial information on a consolidated basis. Therefore, the Company determined it has one operating segment and one reportable segment. The accounting policies of the Company’s operating segment are the same as those described in "Note 2. Significant Accounting Policies" included in the Annual Report on Form 10-K for the year ended December 31, 2025. The CODM uses consolidated net income to set financial performance targets, assess performance, and make expense allocation decisions.
| Three Months Ended March 31, | |||||||||||
| (in thousands) | 2026 | 2025 | |||||||||
| Total revenue | $ | $ | |||||||||
| Total cost of revenue | |||||||||||
Selling | |||||||||||
Marketing | |||||||||||
| Research and development | |||||||||||
| General and administrative | |||||||||||
Other segment items, net (1) | ( | ||||||||||
| Provision for income taxes | |||||||||||
| Net income | $ | $ | |||||||||
(1) Includes Restructuring, Foreign currency transaction gain (loss), Interest income, Interest expense, (Loss) on capped call transactions, and Other (loss) income, net.
Long-lived assets related to the Company’s U.S. and international operations consist of property and equipment, which are included in Other long-term assets in the Company’s consolidated balance sheet:
(in thousands) | March 31, 2026 | December 31, 2025 | |||||||||||||||||||||
| U.S. | $ | % | $ | % | |||||||||||||||||||
| International | % | % | |||||||||||||||||||||
| $ | % | $ | % | ||||||||||||||||||||
NOTE 9. LEASES
Expense
| Three Months Ended March 31, | |||||||||||
| (in thousands) | 2026 | 2025 | |||||||||
| Fixed lease costs | $ | $ | |||||||||
| Short-term lease costs | |||||||||||
| Variable lease costs | |||||||||||
| $ | $ | ||||||||||
11
PEGASYSTEMS INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
Right of use assets and lease liabilities
| (in thousands) | March 31, 2026 | December 31, 2025 | |||||||||
| $ | $ | ||||||||||
| $ | $ | ||||||||||
| Long-term operating lease liabilities | $ | $ | |||||||||
(1) Included in other long-term assets.
(2) Included in other current liabilities.
Weighted-average remaining lease term and discount rate for the Company’s leases were:
| March 31, 2026 | December 31, 2025 | ||||||||||
| Weighted-average remaining lease term | |||||||||||
Weighted-average discount rate (1) | % | % | |||||||||
(1) The rates implicit in the Company’s leases are not readily determinable. Therefore, the Company uses its incremental borrowing rate as the discount rate when measuring operating lease liabilities. The incremental borrowing rate represents an estimate of the interest rate the Company would incur to borrow an amount equal to the lease payments on a collateralized basis over the lease term in a similar economic environment.
Maturities of lease liabilities:
| (in thousands) | March 31, 2026 | ||||
| Remainder of 2026 | $ | ||||
| 2027 | |||||
| 2028 | |||||
| 2029 | |||||
| 2030 | |||||
| 2031 | |||||
| Thereafter | |||||
| Total lease payments | |||||
Less: imputed interest (1) | ( | ||||
| $ | |||||
(1) Lease liabilities are measured at the present value of the remaining lease payments using a discount rate determined at lease commencement unless the discount rate is updated due to a lease reassessment event.
Cash flow information
| Three Months Ended March 31, | |||||||||||
| (in thousands) | 2026 | 2025 | |||||||||
| Cash paid for operating leases, net of tenant improvement allowances | $ | $ | |||||||||
| Right of use assets obtained in exchange for operating lease obligations | $ | $ | |||||||||
NOTE 10. DEBT
Credit facility
In November 2019, and as since amended, the Company entered into a five-year $100 million senior secured revolving credit agreement (the “Credit Facility”) with PNC Bank, National Association. Effective as of February 4, 2025, the Credit Facility was amended to extend the expiration date to February 4, 2027. The Company may use borrowings for general corporate purposes and to finance working capital needs. Subject to specific conditions and the agreement of the financial institutions lending the additional amount, the aggregate commitment may be increased to $200 million. The Credit Facility, as amended, contains customary covenants, including, but not limited to, those relating to additional indebtedness, liens, asset divestitures, and affiliate transactions. Beginning with the fiscal quarter ended March 31, 2024, the Company must maintain a maximum net consolidated leverage ratio of 3.5 to 1.0 (with a step-up for certain acquisitions) and a minimum consolidated interest coverage ratio of 3.5 to 1.0. As of March 31, 2026, the Company is compliant with all Credit Facility covenants.
12
PEGASYSTEMS INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
NOTE 11. RESTRUCTURING
The Company has undertaken the following restructuring activities intended to better align roles and capacity to an AI-first delivery model:
| Three Months Ended March 31, | |||||||||||
| (in thousands) | 2026 | 2025 | |||||||||
Employee severance and related costs | $ | ( | $ | ( | |||||||
Office space reductions (1) | |||||||||||
Restructuring | $ | ( | $ | ||||||||
(1) These primarily relate to non-cash operating lease adjustments.
Restructuring activity:
Accrued employee severance and related costs:
| Three Months Ended March 31, | |||||||||||
| (in thousands) | 2026 | 2025 | |||||||||
| January 1, | $ | $ | |||||||||
| Costs incurred | ( | ( | |||||||||
| Cash disbursements | ( | ( | |||||||||
| Currency translation adjustments | ( | ||||||||||
March 31, (1) | $ | $ | |||||||||
(1) Included in accrued compensation and related expenses.
NOTE 12. FAIR VALUE MEASUREMENTS
Assets and liabilities measured at fair value on a recurring basis
The Company records its cash equivalents, marketable securities, and venture investments at fair value on a recurring basis. Fair value is an exit price, representing the amount that would be received from the sale of an asset or paid to transfer a liability in an orderly transaction between market participants based on assumptions that market participants would use in pricing an asset or liability.
As a basis for classifying the fair value measurements, a three-tier fair value hierarchy, which classifies the fair value measurements based on the inputs used in measuring fair value, was established as follows:
•Level 1 - observable inputs, such as quoted prices in active markets for identical assets or liabilities;
•Level 2 - significant other inputs that are observable either directly or indirectly; and
•Level 3 - significant unobservable inputs with little or no market data, which require the Company to develop its own assumptions.
This hierarchy requires the Company to use observable market data when available and minimize unobservable inputs when determining fair value.
The Company’s venture investments are recorded at fair value based on multiple valuation methods, including observable public companies and transaction prices and unobservable inputs, including the volatility, rights, and obligations of the securities the Company holds.
13
PEGASYSTEMS INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
Assets and liabilities measured at fair value on a recurring basis:
| March 31, 2026 | December 31, 2025 | ||||||||||||||||||||||||||||||||||||||||||||||
| (in thousands) | Level 1 | Level 2 | Level 3 | Total | Level 1 | Level 2 | Level 3 | Total | |||||||||||||||||||||||||||||||||||||||
| Cash equivalents | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
| Marketable securities | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
| Venture investments | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
Changes in venture investments:
| Three Months Ended March 31, | |||||||||||
| (in thousands) | 2026 | 2025 | |||||||||
| January 1, | $ | $ | |||||||||
| New investments | |||||||||||
| Changes in foreign exchange rates | ( | ||||||||||
| Changes in fair value: | |||||||||||
included in other (loss) income, net | ( | ||||||||||
included in other comprehensive income | ( | ( | |||||||||
| March 31, | $ | $ | |||||||||
The carrying value of certain financial instruments, including receivables and accounts payable, approximates fair value due to their short maturities.
NOTE 13. REVENUE
Geographic revenue
Revenues by geography are determined based on client location:
| Three Months Ended March 31, | |||||||||||||||||
(Dollars in thousands) | 2026 | 2025 | |||||||||||||||
| U.S. | $ | % | $ | % | |||||||||||||
| Other Americas | % | % | |||||||||||||||
| United Kingdom (“U.K.”) | % | % | |||||||||||||||
| Europe (excluding U.K.), Middle East, and Africa | % | % | |||||||||||||||
| Asia-Pacific | % | % | |||||||||||||||
| $ | % | $ | % | ||||||||||||||
Revenue streams
| Three Months Ended March 31, | |||||||||||
(in thousands) | 2026 | 2025 | |||||||||
| Pega Cloud | $ | $ | |||||||||
| Maintenance | |||||||||||
| Consulting | |||||||||||
| Revenue recognized over time | |||||||||||
| Subscription license | |||||||||||
| Revenue recognized at a point in time | |||||||||||
| Total revenue | $ | $ | |||||||||
14
PEGASYSTEMS INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
| Three Months Ended March 31, | |||||||||||
| (in thousands) | 2026 | 2025 | |||||||||
| Pega Cloud | $ | $ | |||||||||
| Maintenance | |||||||||||
| Subscription services | |||||||||||
| Subscription license | |||||||||||
| Subscription | |||||||||||
| Consulting | |||||||||||
| Total revenue | $ | $ | |||||||||
Remaining performance obligations ("Backlog")
Expected future revenue from existing non-cancellable contracts:
As of March 31, 2026:
| (Dollars in thousands) | Subscription services | Subscription license | Consulting | Total | ||||||||||||||||||||||||||||
| Pega Cloud | Maintenance | |||||||||||||||||||||||||||||||
1 year or less | $ | $ | $ | $ | $ | % | ||||||||||||||||||||||||||
1-2 years | % | |||||||||||||||||||||||||||||||
2-3 years | % | |||||||||||||||||||||||||||||||
Greater than 3 years | % | |||||||||||||||||||||||||||||||
| $ | $ | $ | $ | $ | % | |||||||||||||||||||||||||||
As of March 31, 2025:
| (Dollars in thousands) | Subscription services | Subscription license | Consulting | Total | ||||||||||||||||||||||||||||
| Pega Cloud | Maintenance | |||||||||||||||||||||||||||||||
1 year or less | $ | $ | $ | $ | $ | % | ||||||||||||||||||||||||||
1-2 years | % | |||||||||||||||||||||||||||||||
2-3 years | % | |||||||||||||||||||||||||||||||
Greater than 3 years | % | |||||||||||||||||||||||||||||||
| $ | $ | $ | $ | $ | % | |||||||||||||||||||||||||||
NOTE 14. STOCKHOLDERS' EQUITY
Stock-based Compensation Expense
| Three Months Ended March 31, | |||||||||||
| (in thousands) | 2026 | 2025 | |||||||||
Cost of revenue | $ | $ | |||||||||
Selling and marketing | |||||||||||
Research and development | |||||||||||
General and administrative | |||||||||||
| $ | $ | ||||||||||
Income tax benefit | $ | ( | $ | ( | |||||||
As of March 31, 2026, the Company had $206 million of unrecognized stock-based compensation expense, net of estimated forfeitures, which is expected to be recognized over a weighted-average period of 1.9 years.
Grants
| Three Months Ended March 31, 2026 | |||||||||||
| (in thousands) | Quantity | Total Fair Value | |||||||||
Restricted stock units (1) | $ | ||||||||||
Non-qualified stock options | $ | ||||||||||
Performance stock options (2) | $ | ||||||||||
(1) Includes units issued when employees elect to receive 50 % of the employee’s target incentive compensation under the Company’s Corporate Incentive Compensation Plan (the “CICP”) in the form of RSUs instead of cash.
15
PEGASYSTEMS INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(2) Performance stock options allow the holder to purchase a specified number of Common Stock shares at an exercise price equal to or greater than the shares' fair market value at the grant date. Performance stock options granted in the three months ended March 31, 2026 vest on the second anniversary of the grant date, up to 200 %, subject to the achievement of specified performance metrics over fiscal years 2026 and 2027. The options expire ten years from the grant date.
Stock repurchase program
On February 10, 2026, the Company’s Board of Directors extended the expiration date of the share repurchase program from June 30, 2026 to June 30, 2027 and increased the authorized repurchase amount by $1 billion, of which $1.1 billion remains available as of March 31, 2026.
NOTE 15. INCOME TAXES
Effective income tax rate
| Three Months Ended March 31, | |||||||||||
| (Dollars in thousands) | 2026 | 2025 | |||||||||
| Provision for income taxes | $ | $ | |||||||||
| Effective income tax rate | % | % | |||||||||
The Company’s effective income tax rate decreased in the three months ended March 31, 2026 as compared to the prior period, primarily due to excess tax benefits from stock-based compensation recognized in the current period and the absence of a valuation allowance on substantially all of the Company’s U.S. and U.K. deferred tax assets.
NOTE 16. EARNINGS PER SHARE
Basic earnings per share is calculated using the weighted-average number of common shares outstanding during the period. Diluted earnings per share is calculated using the weighted-average number of common shares outstanding during the period, plus the dilutive effect of outstanding stock options, RSUs, and Convertible Senior Notes (the “Notes”), which were repaid in its entirety at maturity during the three months ended March 31, 2025.
Calculation of earnings per share:
| Three Months Ended March 31, | |||||||||||
| (in thousands, except per share amounts) | 2026 | 2025 | |||||||||
| Net income | $ | $ | |||||||||
| Weighted-average common shares outstanding | |||||||||||
| Earnings per share, basic | $ | $ | |||||||||
| Net income | $ | $ | |||||||||
Notes - interest expense, net of tax | |||||||||||
| Numerator for diluted EPS | $ | $ | |||||||||
| Weighted-average effect of dilutive securities: | |||||||||||
Notes | |||||||||||
| Stock options | |||||||||||
| RSUs | |||||||||||
| Effect of dilutive securities | |||||||||||
Weighted-average common shares outstanding, assuming dilution (1) (2) (3) | |||||||||||
| Earnings per share, diluted | $ | $ | |||||||||
Outstanding anti-dilutive stock options and RSUs (4) | |||||||||||
(1) All securities are excluded when their inclusion would be anti-dilutive.
(2) The weighted-average shares underlying the conversion options in the Company’s Notes are included using the if-converted method, if dilutive in the period.
(3) In February 2020, the Company entered into privately negotiated capped call transactions (the “Capped Call Transactions”) with certain financial institutions. The Capped Call Transactions expired upon maturity of the Notes during the three months ended March 31, 2025. The Company’s Capped Call Transactions represented the equivalent number of shares of the Company’s common stock (representing the number of shares for which the Notes are convertible). The Capped Call Transactions are excluded from weighted-average common shares outstanding, assuming dilution, in all periods as their effect would be anti-dilutive.
(4) Outstanding stock options and RSUs that were anti-dilutive under the treasury stock method in the period were excluded from the computation of diluted earnings per share. These awards may be dilutive in the future.
16
PEGASYSTEMS INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
NOTE 17. COMMITMENTS AND CONTINGENCIES
Commitments
See "Note 9. Leases" for additional information.
Legal proceedings
In addition to the matters below, the Company is or may become involved in a variety of claims, demands, suits, investigations, and proceedings that arise from time to time relating to matters incidental to the ordinary course of the Company’s business, including actions concerning contracts, intellectual property, employment, benefits, and securities matters. Regardless of the outcome, legal disputes can have a material effect on the Company because of defense and settlement costs, diversion of management resources, and other factors.
In addition, as the Company is a party to ongoing litigation, it is at least reasonably possible that the Company’s estimates will change in the near term, and the effect may be material. As of March 31, 2026 and December 31, 2025, the Company recorded an estimated $9.75
Appian Corp. v. Pegasystems Inc. & Youyong Zou
The Company is a defendant in litigation brought by Appian in the Circuit Court of Fairfax County, Virginia titled Appian Corp. v. Pegasystems Inc. & Youyong Zou, No. 2020-07216 (Fairfax Cty. Ct.). On May 9, 2022, the jury rendered its verdict finding that the Company had misappropriated one or more of Appian’s trade secrets, that the Company had violated the Virginia Computer Crimes Act, and that the trade secret misappropriation was willful and malicious. The jury awarded damages of $2,036,860,045 for trade secret misappropriation and $1.00 for violating the Virginia Computer Crimes Act. On September 15, 2022, the circuit court of Fairfax County entered judgment of $2,060,479,287 , consisting of the damages previously awarded by the jury plus attorneys’ fees and costs, and stating that the judgment is subject to post-judgment interest at a rate of 6.0 % per annum, from the date of the jury verdict (May 9, 2022) as to the amount of the jury verdict and from September 15, 2022 as to the amount of the award of attorneys’ fees and costs.
On September 15, 2022, the Company filed a notice of appeal from the Virginia Uniform Trade Secrets Act judgment. On September 29, 2022, the circuit court of Fairfax County approved a $25,000,000 letter of credit obtained by the Company to secure the judgment and entered an order suspending the judgment during the pendency of the Company’s appeal. A panel of the Court of Appeals of Virginia heard oral arguments on November 15, 2023, and issued a written opinion on July 30, 2024. The Court of Appeals reversed the judgment and ordered a new trade secrets claim trial. Appian filed a petition for appeal with the Supreme Court of Virginia on August 29, 2024, and the Company filed a response to the petition on October 21, 2024. On March 7, 2025, the Supreme Court of Virginia granted Appian’s petition for appeal and Pega’s assignments of cross-error. The Supreme Court of Virginia heard appellate oral argument on October 28, 2025.
On January 8, 2026, the Supreme Court of Virginia issued a written opinion unanimously affirming the ruling of the Court of Appeals of Virginia. On January 13, 2026, the Circuit Court of Fairfax County, Virginia notified the parties that this case has been reassigned to Judge David A. Oblon for further proceedings. On January 29, 2026, the Supreme Court of Virginia remanded Appian’s trade secret case to the Court of Appeals with direction to remand to the Circuit Court of Fairfax County for further proceedings in accordance with its written opinion. Also on January 29, Judge Oblon scheduled a first status conference for the remanded trial proceedings for May 7, 2026.
On February 27, 2026, the Court of Appeals of Virginia issued a mandate stating that the judgment is affirmed in part, reversed in part, and remanded to the Circuit Court of Fairfax County for further proceedings consistent with the views expressed in the written opinion of the Court of Appeals of Virginia.
The Company continues to believe that it did not misappropriate any alleged trade secrets and that its sales of the Company’s products at issue were not caused by, or the result of, any alleged misappropriation of trade secrets. The Company is unable to reasonably estimate possible damages because of, among other things, uncertainty as to the outcome of a new trial resulting from the appellate proceedings.
17
PEGASYSTEMS INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
PS Lit Recovery, LLC v. Pegasystems Inc., Alan Trefler, and Kenneth Stillwell and Eminence Fund Long Master, Ltd., Eminence Fund Master, Ltd., Eminence Fund II Master, LP, Eminence Partners Long II, LP, Eminence Fund Leveraged Master, Ltd., Eminence Partners, L.P., Eminence Partners II, L.P. v. Pegasystems Inc., Alan Trefler, and Kenneth Stillwell
Federal court cases
On December 4, 2024, the shareholders representing approximately 3 % of the settlement class that opted out of the court approved settlement in the class action matter captioned City of Fort Lauderdale Police and Firefighters’ Retirement System, Individually and on Behalf of All Others Similarly Situated v. Pegasystems Inc., Alan Trefler, and Kenneth Stillwell (Case 1:22-cv-00578-LMB-IDD) (the “Class Action”) filed two lawsuits against the Company, the Company’s chief executive officer, and the Company’s chief operating and financial officer in the United States District Court for the District of Massachusetts. The first is captioned Eminence Fund Long Master, Ltd., Eminence Fund Master, Ltd., Eminence Fund II Master, LP, Eminence Partners Long II, LP, Eminence Fund Leveraged Master, Ltd., Eminence Partners, L.P., and Eminence Partners II, L.P. v. Pegasystems Inc., Alan Trefler, and Kenneth Stillwell (Case 1:24-cv-12999-WGY); the second is captioned PS Lit Recovery, LLC v. Pegasystems Inc., Alan Trefler, and Kenneth Stillwell (Case 1:24-cv-11220-WGY). The complaints, which are substantially similar, generally allege, among other things, that the defendants violated Section 10(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and Rule 10b-5 promulgated thereunder, and that the individual defendants violated Section 20(a) of the Exchange Act, in each case by allegedly making materially false and/or misleading statements, as well as allegedly failing to disclose material adverse facts about the Company’s business, operations, and prospects, which caused the Company’s securities to trade at artificially inflated prices. The complaints also assert claims for common law fraud and negligent misrepresentation, and seek unspecified damages. The defendants moved to dismiss the complaints on March 13, 2025 and on May 21, 2025, the Court held a hearing on the motion to dismiss. At the conclusion of the hearing, the Court (i) granted the motion to dismiss as to the plaintiffs’ scheme liability claims; (ii) granted the motion to dismiss as to certain claims against Ken Stillwell; and (iii) took the motion to dismiss under advisement as to all other claims. On January 8, 2026, the Court issued a written order granting the motion to dismiss as to the Section 10(b) and common law fraud claims against Ken Stillwell and denying the motion to dismiss as to the remaining claims. The Court also entered a scheduling order setting trial for February 2027.
State court cases
On February 26, 2025, the same shareholders filed two lawsuits against the Company, the Company’s chief executive officer, and the Company’s chief operating and financial officer in Massachusetts Superior Court. The first is captioned Eminence Fund Long Master, Ltd., Eminence Fund Master, Ltd., Eminence Fund II Master, LP, Eminence Partners Long II, LP, Eminence Fund Leveraged Master, Ltd., Eminence Partners, L.P., and Eminence Partners II, L.P. v. Pegasystems Inc., Alan Trefler, and Kenneth Stillwell (Case No. 2584CV00541-BLS1); the second is captioned PS Lit Recovery, LLC v. Pegasystems, Inc., Alan Trefler, and Kenneth Stillwell (Case No. 2584CV00539-BLS1). The complaints, which are substantially similar, allege the same state law claims raised in the two federal lawsuits brought by the same plaintiffs in the United States District Court for the District of Massachusetts. On April 14, 2025, the court granted the parties’ joint stipulations to stay both cases pending the resolution of the parallel federal actions and ordered the plaintiffs to file periodic status reports regarding the federal cases showing cause why the state cases should remain open.
The Company believes it has strong defenses to the claims brought against the defendants and intends to defend against these claims vigorously. The Company is unable to reasonably estimate possible damages or a range of possible damages in these matters given the stage of the lawsuits.
In re Pegasystems Inc. Derivative Litigation
Federal court cases
On November 21, 2022, a lawsuit was filed against the members of the Company’s board of directors, the Company’s chief operating and financial officer and the Company in the United States District Court for the District of Massachusetts, captioned Mary Larkin, derivatively on behalf of nominal defendant Pegasystems Inc. v. Peter Gyenes, Richard Jones, Christopher Lafond, Dianne Ledingham, Sharon Rowlands, Alan Trefler, Larry Weber, and Kenneth Stillwell, defendants, and Pegasystems Inc., nominal defendant (Case 1:22-cv-11985). On April 28, 2023, a lawsuit was filed in the United States District Court for the District of Massachusetts by Dag Sagfors, derivatively on behalf of nominal defendant Pegasystems Inc., asserting breach of fiduciary duty and related claims relating to the Virginia Appian litigation against the same defendants as the Larkin lawsuit. On May 17, 2023, the Larkin and Sagfors cases were consolidated (the “Consolidated Action”) and, after defendants moved to dismiss the complaint in the Consolidated Action on December 4, 2024, the plaintiffs moved to voluntarily dismiss the Consolidated Action, and the Court granted the motion to dismiss on December 18, 2024.
18
PEGASYSTEMS INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
The Company separately received confidential demand letters raising substantially the same allegations set forth in the Consolidated Action. On April 12, 2023, the Company’s board of directors (other than Mr. Trefler, who recused himself), formed a committee consisting solely of independent directors, to review, analyze, and investigate the matters raised in the demands and to determine in good faith what actions (if any) were reasonably believed to be appropriate under similar circumstances and reasonably believed to be in the best interests of the Company in response to the demand letters (the “Demand Review Committee”). The Demand Review Committee, with the assistance of independent legal counsel, conducted an extensive investigation of the allegations raised in the demand letters and on October 7, 2024 issued a report concluding that there are no valid claims against the Company’s directors and officers with respect to the matters raised in the demands and that it would not be in the Company’s best interests to pursue litigation against them.
On February 7, 2025, the plaintiffs in the Consolidated Action filed a new complaint against the members of the Company’s board of directors, certain employees of the Company, and the Company in the United States District Court for the District of Massachusetts, captioned Mary Larkin and Dag Sagfors, derivatively on behalf of nominal defendant Pegasystems Inc. v. Alan Trefler, Peter Gyenes, Richard Jones, Christopher Lafond, Dianne Ledingham, Sharon Rowlands, Leon Trefler, Larry Weber, Kenneth Stillwell, Don Schuerman, Kerim Akgonul, and Benjamin Baril, (the “Defendants”), and Pegasystems Inc., nominal defendant (Case 1:25-cv-10303). The complaint asserts against Defendants claims for breach of fiduciary duty, unjust enrichment, and violations of the Exchange Act relating to (i) the litigation brought by Appian in the Circuit Court of Fairfax County, Virginia, described above; (ii) alleged misconduct by Company employees alleged in that litigation; and the Class Action, described above. The Defendants filed motions to dismiss the complaint on April 28, 2025. On June 6, 2025, the plaintiffs in the consolidated derivative matter currently pending in Massachusetts Superior Court, Case No. 2484CV01734 (discussed below), moved to intervene in this matter and to stay it pending the resolution of the state derivative matter. The Court held a hearing on defendants’ motions to dismiss and state court plaintiffs’ motion to intervene on July 21, 2025. Following argument, the Court took the motions under advisement.
On October 14, 2025, the parties jointly notified the Court that on October 2, 2025 the Massachusetts Superior Court granted defendants’ motion to dismiss the related state court derivative action (see below) and proposed that the Court refrain from issuing a decision on the motions to dismiss pending a joint submission by the parties of their respective positions on the impact of the state court dismissal on the federal court case within thirty (30) days. On December 17, 2025, the court entered an order administratively closing this action in light of the developments in the State court cases, described below.
On January 7, 2026, the Collective Plaintiffs agreed in principle to a proposed settlement of the litigation. See discussion below within the “State court cases” subsection.
State court cases
On June 28, 2024, a lawsuit was filed against members of the Company’s board of directors, certain employees of the Company and the Company in the Business Litigation Section of the Superior Court in Suffolk County, Massachusetts, captioned John Dwyer and Ray Gerber, Plaintiffs, v. Alan Trefler, Peter Gyenes, Richard Jones, Christopher Lafond, Dianne Ledingham, Sharon Rowlands, Larry Weber, Leon Trefler, Don Schuerman, Kerim Akgonul, and Benjamin Baril, (“Defendants”), and Pegasystems Inc., Nominal Defendant (Case 2484CV01734) (“Dwyer Action”). The complaint generally alleges the Defendants breached their fiduciary duties in connection with alleged misconduct by Company employees alleged in the litigation brought by Appian in the Circuit Court of Fairfax County, Virginia, described above, and alleges damages from the approximately $2 billion verdict in the litigation brought by Appian in the Circuit Court of Fairfax County, Virginia, described above, the settlement of the Class Action, and litigation costs from various proceedings.
On November 22, 2024, a lawsuit was filed against members of the Company’s board of directors, certain employees of the Company and the Company in the Business Litigation Section of the Superior Court in Suffolk County, Massachusetts, captioned Jayne Birch and Robert Garfield, Plaintiffs, v. Alan Trefler, Peter Gyenes, Richard Jones, Christopher Lafond, Dianne Ledingham, Sharon Rowlands, Larry Weber, Kerim Akgonul, Don Schuerman, Leon Trefler, Douglas Kim, John Petronio, Benjamin Baril, and Kenneth Stillwell, (“Defendants”), and Pegasystems Inc., Nominal Defendant (Case 2484CV03076-BLS-1) (“Birch Action”). The complaint generally asserts the same claims asserted in the Dwyer Action.
On February 12, 2025, after submission by the parties of a stipulation and proposed order, an order was entered consolidating the Dwyer and Birch Actions and approving the schedule for the filing of a consolidated complaint and a motion to dismiss. On March 14, 2025, the plaintiffs filed a consolidated complaint in Case No. 2484CV01734. The consolidated complaint generally alleges the Defendants breached their fiduciary duties in connection with alleged misconduct by Company employees alleged in the litigation brought by Appian in the Circuit Court of Fairfax County, Virginia, described above, and in connection with the investigation conducted and the report issued by the Demand Review Committee of the Company’s board regarding the same. The Defendants moved to dismiss the complaint and after briefing by the parties, the Court held a hearing on defendants’ motion on September 4, 2025. On October 2, 2025, the Court granted Defendants’ motion to dismiss. On January 13, 2026, the court entered final judgment in defendants’ favor.
On January 7, 2026, the parties to the federal and state court cases agreed in principle to a proposed settlement of the litigation. Under the terms of the proposed settlement, the plaintiffs in the federal and state court cases (“Collective Plaintiffs”) agreed to the dismissal of all claims upon the Company adopting certain governance reforms and payment of an estimated aggregate sum of $9.75 7 million special dividend to shareholders (excluding defendants) and Collective Plaintiffs’ attorney fees.
19
PEGASYSTEMS INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
On January 23, 2026, the parties jointly moved the court for relief from the final judgment in this action for the sole purpose of permitting the parties to seek Court approval of the proposed settlement. On February 10, 2026, the plaintiffs submitted the proposed settlement to the Court for preliminary approval. On March 18, 2026, the Court held a preliminary approval hearing and granted the parties relief from the final judgment. On April 16, 2026, the Court held a further preliminary approval hearing. The Court has preliminarily approved the proposed settlement and scheduled a final approval hearing for June 25, 2026.
Although the outcome of the litigation is not certain until final court approval, the Company has recorded an estimated $9.75 million accrued loss as of December 31, 2025. However, it is possible that actual future losses related to the litigation could exceed the accrual amount if and to the extent that the court does not approve the proposed settlement.
Pegasystems v. Appian Defamation Litigation
On August 2, 2023, the Company filed a complaint against Appian in the U.S. District Court for the District of Massachusetts, captioned Pegasystems Inc. v. Appian Corporation, 1:23-cv-11776-LTS (D. Mass.). The complaint asserts claims for defamation, trade libel, and violations of the Lanham Act, 15 U.S.C. § 1125(a) based on statements Appian made following the verdict in the litigation brought by Appian in the Circuit Court of Fairfax County, Virginia, described above. In response to a motion to dismiss filed by Appian on August 18, 2023, the Company amended the complaint to add additional factual allegations in support of the same claims. On September 22, 2023, Appian moved to dismiss the amended complaint, which the Court denied on January 5, 2024. On February 20, 2024, Appian answered the complaint, asserted counterclaims against the Company for defamation, trade libel, violations of the Lanham Act, 15 U.S.C. § 1125(a), and violations of Mass. Gen. Laws ch. 93A §§ 2 and 11, and sought a declaratory judgment that the Company was not entitled to the recovery sought in the amended complaint. On April 11, 2024, the Company moved for a more definite statement and to partially strike the counterclaims, which the Court denied on August 1, 2024. On August 15, 2024, the Company moved to dismiss the counterclaims, which the Court allowed in part and denied in part on October 8, 2024; specifically, the Court allowed the Company’s motion to dismiss the trade libel counterclaim with respect to Appian’s allegations regarding the Company’s Code of Conduct. On November 26, 2024, Appian moved for judgment on the pleadings. On March 11, 2025, the Court allowed the motion for judgment on the pleadings in part and entered judgment for Appian on the basis of a statement made by Appian’s chief executive officer, but otherwise denied the motion.
The parties exchanged opening expert reports in March 2026. The Company claims $41.9 million in damages from Appian’s conduct. Appian seeks $31.8 million in lost profits damages and further requests that the Company be required to disgorge $109.5 million in profits as unjust enrichment arising from business contracts Appian contends it competed with Pegasystems on from 2022-2025. Apart from Company revenues in which Appian contends it competed with Pegasystems for business, Appian further seeks that the Company be forced to disgorge the entirety of its profits ($2.33 billion) from 2022-2025. The Company vehemently disagrees with Appian’s entitlement to any recovery, and believes the disgorgement claim is consistent with Appian’s efforts to denigrate the Company that are the subject of the Company’s claims asserted in this litigation. The Company remains confident in the merits of its claims against Appian and the damages claimed, and disputes Appian’s counterclaims, including the amount of and legal basis for the damages sought, believes it has strong defenses to the counterclaims, and intends to vigorously defend against the counterclaims. Motions for summary judgment are due in June 2026, at which time the Company also expects to file Daubert motions. A jury trial is currently scheduled for November 2026. The Company is unable to reasonably estimate likelihood of success for either party or a range of possible gain or loss given the uncertainty as to the likelihood, amount, and timing of any potential gain or loss related to its claims or Appian’s counterclaims.
20
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q (“Quarterly Report”) contains or incorporates forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including the sufficiency of our capital, our position and estimates relating to tax, and legal proceedings.
Words such as expects, anticipates, intends, plans, believes, will, could, should, estimates, may, targets, strategies, intends to, projects, positions, forecasts, guidance, likely, and usually or variations of such words and other similar expressions identify forward-looking statements. These statements represent our views only as of the date the statement was made and are based on current expectations and assumptions.
Forward-looking statements deal with future events and are subject to risks and uncertainties that are difficult to predict, including, but not limited to:
•our future financial performance and business plans;
•the adequacy of our liquidity and capital resources;
•the successful execution of investments in artificial intelligence;
•our ability to protect our intellectual property rights, costs associated with defending such rights, intellectual property rights claims, and other related claims by third parties against us, including related costs, damages, and other relief that may be granted against us;
•our ongoing litigation with Appian Corp. and associated legal proceedings; and
•management of our growth.
These risks and others that may cause actual results to differ materially from those expressed in such forward-looking statements are described further in Part I of our Annual Report on Form 10-K for the year ended December 31, 2025, Part II of this Quarterly Report on Form 10-Q, and other filings we make with the SEC.
Investors are cautioned not to place undue reliance on such forward-looking statements, and there are no assurances that the results included in such statements will be achieved. Although subsequent events may cause our view to change, except as required by applicable law, we do not undertake and expressly disclaim any obligation to publicly update or revise these forward-looking statements, whether as the result of new information, future events, or otherwise.
The forward-looking statements in this Quarterly Report represent our views as of April 21, 2026.
NON-GAAP MEASURES
Our non-GAAP financial measures should only be read in conjunction with our consolidated financial statements prepared in accordance with GAAP. We believe that these measures help investors understand our core operating results and prospects, which is consistent with how management measures and forecasts our performance without the effect of often one-time charges and other items outside our normal operations. Management uses these measures to assess the performance of the company's operations and establish operational goals and incentives. They are not a substitute for financial measures prepared under U.S. GAAP. A reconciliation of GAAP and non-GAAP measures is located with each non-GAAP measure.
BUSINESS OVERVIEW
We develop, market, license, host, and support enterprise software that helps organizations optimize decisions and processes in real-time so they can deliver outcomes that transform their business. Our powerful platform for enterprise AI decisioning and workflow automation enables the world’s leading brands and government agencies to hyper-personalize customer experiences, automate customer service, and streamline operations, mission-critical business processes, and workflows, and transform legacy systems. Clients can leverage our AI technology and scalable architecture to accelerate their digital transformation. In addition, our sales and client success teams, world-class partners, and clients are able to leverage Pega BlueprintTM (“Blueprint”) to rapidly prototype and accelerate the development and deployment of applications quickly and collaboratively.
We focus on enterprise-scale businesses and government agencies that require advanced solutions to distinguish themselves in the competitive markets they serve. Our solutions achieve and facilitate differentiation by increasing business agility, driving growth and modernization, improving productivity, attracting and retaining customers, and reducing risk. Along with our partners, we deliver solutions tailored by industry.
Performance metrics
We use performance metrics to analyze and assess our overall performance, make operating decisions, and forecast and plan for future periods, including:
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Annual contract value (“ACV”)
ACV represents the annualized value of our active contracts as of the measurement date. The contract's total value is divided by its duration in years to calculate ACV. ACV is a performance measure that we believe provides useful information to our management and investors.
(Dollars in thousands) | March 31, 2025 | March 31, 2026 | Change | Constant Currency Change | |||||||||||||||||||
| Pega Cloud | $ | 701,311 | $ | 906,652 | $ | 205,341 | 29 | % | 27 | % | |||||||||||||
Maintenance | 298,422 | 276,834 | (21,588) | (7) | % | (8) | % | ||||||||||||||||
Subscription services | 999,733 | 1,183,486 | 183,753 | 18 | % | 16 | % | ||||||||||||||||
Subscription license | 445,677 | 438,514 | (7,163) | (2) | % | (2) | % | ||||||||||||||||
| $ | 1,445,410 | $ | 1,622,000 | $ | 176,590 | 12 | % | 11 | % | ||||||||||||||
Reconciliation of ACV and constant currency ACV
| (in millions, except percentages) | March 31, 2025 | March 31, 2026 | 1-Year Change | ||||||||||||||
| ACV | $ | 1,445 | $ | 1,622 | 12 | % | |||||||||||
| Impact of changes in foreign exchange rates | — | (24) | |||||||||||||||
Constant currency ACV | $ | 1,445 | $ | 1,598 | 11 | % | |||||||||||
Note: Constant currency ACV is calculated by applying the March 31, 2025 foreign exchange rates to current period shown.
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Cash Flow
(Dollars in thousands) | Three Months Ended March 31, | Change | |||||||||||||||
| 2025 | 2026 | ||||||||||||||||
| Cash provided by operating activities | $ | 204,228 | $ | 212,251 | 4 | % | |||||||||||
| Investment in property and equipment | (1,880) | (5,726) | |||||||||||||||
Free cash flow (1) | $ | 202,348 | $ | 206,525 | 2 | % | |||||||||||
Supplemental information (2) | |||||||||||||||||
Legal fees | $ | 2,413 | $ | 2,801 | |||||||||||||
| Restructuring | 1,184 | 6,711 | |||||||||||||||
| Interest paid on convertible senior notes | 1,754 | — | |||||||||||||||
| Income taxes, net of refunds | 4,102 | 5,233 | |||||||||||||||
| $ | 9,453 | $ | 14,745 | ||||||||||||||
(1) Our non-GAAP free cash flow is defined as cash provided by operating activities less investment in property and equipment. Investment in property and equipment fluctuates in amount and frequency and is significantly affected by the timing and size of investments in our facilities and equipment. We provide information on free cash flow to enable investors to assess our ability to generate cash without incurring additional external financings. This information is not a substitute for financial measures prepared under U.S. GAAP.
(2) The supplemental information discloses items that affect our cash flows and are considered by management not to be representative of our core business operations and ongoing operational performance.
•Legal fees: Legal and related fees arising from proceedings outside the ordinary course of business.
•Restructuring: Restructuring fluctuates in amount and frequency and is significantly affected by the timing and size of our restructuring activities.
•Interest on convertible senior notes: In February 2020, we issued convertible senior notes (the “Notes”), due March 1, 2025, in a private placement. The Notes accrued interest at an annual rate of 0.75%, paid semi-annually in arrears on March 1 and September 1. The outstanding Notes were repaid in their entirety at maturity.
•Income taxes, net of refunds: Direct income taxes paid net of refunds received.
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Remaining performance obligations (“Backlog”)
Reconciliation of Backlog and Constant Currency Backlog (Non-GAAP)
| (in millions, except percentages) | March 31, 2025 | March 31, 2026 | 1-Year Growth Rate | ||||||||||||||
| Backlog - GAAP | $ | 1,728 | $ | 2,011 | 16 | % | |||||||||||
| Impact of changes in foreign exchange rates | — | (38) | |||||||||||||||
| Constant currency backlog | $ | 1,728 | $ | 1,973 | 14 | % | |||||||||||
CRITICAL ACCOUNTING POLICIES
Management’s Discussion and Analysis of Financial Condition and Results of Operations is based upon our unaudited condensed consolidated financial statements, which have been prepared following accounting principles generally accepted in the U.S. and the rules and regulations of the SEC for interim financial reporting. Preparing these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues, expenses, and the related disclosure of contingent assets and liabilities. We base our estimates and judgments on historical experience, knowledge of current conditions, and expectations of what could occur in the future based on the available information.
For more information about our critical accounting policies, we encourage you to read the discussion in the following locations in our Annual Report on Form 10-K for the year ended December 31, 2025:
•“Critical Accounting Estimates and Significant Judgments” in Item 7; and
•“Note 2. Significant Accounting Policies” in Item 8.
No significant changes have been made to our critical accounting policies as disclosed in our Annual Report on Form 10-K for the year ended December 31, 2025.
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RESULTS OF OPERATIONS
Revenue
| (Dollars in thousands) | Three Months Ended March 31, | Change | ||||||||||||||||||||||||
| 2026 | 2025 | |||||||||||||||||||||||||
| Pega Cloud | $ | 205,031 | 48 | % | $ | 151,123 | 32 | % | $ | 53,908 | 36 | % | ||||||||||||||
| Maintenance | 75,317 | 17 | % | 76,368 | 16 | % | (1,051) | (1) | % | |||||||||||||||||
| Subscription services | 280,348 | 65 | % | 227,491 | 48 | % | 52,857 | 23 | % | |||||||||||||||||
| Subscription license | 94,852 | 22 | % | 187,721 | 39 | % | (92,869) | (49) | % | |||||||||||||||||
| Subscription | 375,200 | 87 | % | 415,212 | 87 | % | (40,012) | (10) | % | |||||||||||||||||
| Consulting | 54,773 | 13 | % | 60,421 | 13 | % | (5,648) | (9) | % | |||||||||||||||||
| $ | 429,973 | 100 | % | $ | 475,633 | 100 | % | $ | (45,660) | (10) | % | |||||||||||||||
•The increase in Pega Cloud revenue in the three months ended March 31, 2026 was primarily due to expanded adoption of Pega Cloud by our clients.
•The decrease in maintenance revenue in the three months ended March 31, 2026 was primarily due to our clients’ shift to Pega Cloud-based offerings, which do not result in maintenance revenue.
•The decrease in subscription license revenue in the three months ended March 31, 2026 was primarily due to several large multi-year contracts recognized in revenue in the three months ended March 31, 2025.
•The decrease in consulting revenue in the three months ended March 31, 2026 was primarily due to a decrease in consultant billable hours in our Americas region.
Gross profit
| (Dollars in thousands) | Three Months Ended March 31, | Change | ||||||||||||||||||||||||
| 2026 | 2025 | |||||||||||||||||||||||||
| Pega Cloud | $ | 160,490 | 78 | % | $ | 118,654 | 79 | % | $ | 41,836 | 35 | % | ||||||||||||||
| Maintenance | 70,409 | 93 | % | 70,709 | 93 | % | (300) | — | % | |||||||||||||||||
| Subscription services | 230,899 | 82 | % | 189,363 | 83 | % | 41,536 | 22 | % | |||||||||||||||||
| Subscription license | 94,381 | 100 | % | 187,333 | 100 | % | (92,952) | (50) | % | |||||||||||||||||
| Subscription | 325,280 | 87 | % | 376,696 | 91 | % | (51,416) | (14) | % | |||||||||||||||||
| Consulting | (2,061) | (4) | % | (3,513) | (6) | % | 1,452 | 41 | % | |||||||||||||||||
| $ | 323,219 | 75 | % | $ | 373,183 | 78 | % | $ | (49,964) | (13) | % | |||||||||||||||
•The decrease in Pega Cloud gross profit percent in the three months ended March 31, 2026 was primarily due to an increase in personnel-related costs associated with investments made to support our cloud operations.
•The increase in consulting gross profit percent in the three months ended March 31, 2026 was primarily due to a decrease in compensation and benefits of $6.4 million, which was attributable to our restructuring initiatives in 2025. As our technology strategy continues to evolve, we may periodically evaluate our organizational structure to align resources with business priorities.
Operating expenses
| (Dollars in thousands) | Three Months Ended March 31, | Change | ||||||||||||||||||
| 2026 | 2025 | |||||||||||||||||||
| Selling and marketing | $ | 155,603 | $ | 138,069 | $ | 17,534 | 13 | % | ||||||||||||
| % of Revenue | 36 | % | 29 | % | ||||||||||||||||
| Research and development | $ | 82,047 | $ | 74,286 | $ | 7,761 | 10 | % | ||||||||||||
| % of Revenue | 19 | % | 16 | % | ||||||||||||||||
| General and administrative | $ | 48,573 | $ | 33,828 | $ | 14,745 | 44 | % | ||||||||||||
| % of Revenue | 11 | % | 7 | % | ||||||||||||||||
| Restructuring | $ | (153) | $ | 11 | $ | (164) | * | |||||||||||||
| % of Revenue | — | % | — | % | ||||||||||||||||
* Not meaningful
•The increase in selling and marketing in the three months ended March 31, 2026 was primarily due to increase in compensation and benefits of $10.7 million attributable to increases in headcount and equity compensation.
•The increase in research and development in the three months ended March 31, 2026 was primarily due to increase in compensation and benefits of $5.6 million attributable to increases in headcount and equity compensation.
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•The increase in general and administrative in the three months ended March 31, 2026 was primarily due to an increase of $13.4 million in legal fees and related expenses arising from legal proceedings outside the ordinary course of business. We expect to continue to incur additional costs for these proceedings. For additional information, see "Note 17. Commitments and Contingencies" in Part I, Item 1 of this Quarterly Report.
Other income and expenses
| (Dollars in thousands) | Three Months Ended March 31, | Change | ||||||||||||||||||
| 2026 | 2025 | |||||||||||||||||||
| Foreign currency transaction gain (loss) | $ | 1,850 | $ | (5,325) | $ | 7,175 | * | |||||||||||||
| Interest income | 2,954 | 5,335 | (2,381) | (45) | % | |||||||||||||||
| Interest expense | (44) | (1,027) | 983 | 96 | % | |||||||||||||||
| (Loss) on capped call transactions | — | (223) | 223 | 100 | % | |||||||||||||||
| Other (loss) income, net | (2,204) | 561 | (2,765) | * | ||||||||||||||||
| $ | 2,556 | $ | (679) | $ | 3,235 | * | ||||||||||||||
* Not meaningful
•The changes in foreign currency transaction gain (loss) in the three months ended March 31, 2026 were primarily due to fluctuations in foreign currency exchange rates associated with foreign currency-denominated receivables and intercompany balances held by our subsidiary in the United Kingdom.
•The decrease in interest income in the three months ended March 31, 2026 were primarily due to lower investment balances as a result of the repayment of the Notes at maturity on March 3, 2025.
•The decrease in interest expense in the three months ended March 31, 2026 were primarily due to the repayment of the Notes at maturity on March 3, 2025.
•The changes in (loss) on capped call transactions were due to the expiration of the capped call transactions in the three months ended March 31, 2025.
•The decrease in other (loss) income, net in the three months ended March 31, 2026 was primarily due to valuation losses from our venture investments portfolio. For additional information, see "Note 12. Fair Value Measurements" in Part I, Item 1 of this Quarterly Report.
Provision for income taxes
| Three Months Ended March 31, | |||||||||||
| (Dollars in thousands) | 2026 | 2025 | |||||||||
| Provision for income taxes | $ | 6,941 | $ | 40,888 | |||||||
| Effective income tax rate | 17 | % | 32 | % | |||||||
Our effective income tax rate decreased in the three months ended March 31, 2026 as compared to the prior period, primarily due to excess tax benefits from stock-based compensation recognized in the current period and the absence of a valuation allowance on substantially all of our U.S. and U.K. deferred tax assets.
The Organization for Economic Cooperation and Development (“OECD”) has introduced Pillar Two, a global minimum tax framework supported by more than 130 countries, with certain provisions effective for tax years beginning on or after January 1, 2024.
On January 5, 2026, the OECD issued administrative guidance introducing a side‑by‑side system that would exempt U.S.‑parented multinational groups from certain Pillar Two rules beginning in fiscal years starting on or after January 1, 2026. We will continue to monitor developments in countries’ domestic laws as they relate to the OECD model rules and the Pillar Two global minimum tax. Based on information currently available, we do not expect Pillar Two to have a material impact on our consolidated financial statements.
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LIQUIDITY AND CAPITAL RESOURCES
| Three Months Ended March 31, | |||||||||||
| (in thousands) | 2026 | 2025 | |||||||||
| Cash provided by (used in): | |||||||||||
| Operating activities | $ | 212,251 | $ | 204,228 | |||||||
| Investing activities | 2,760 | 261,895 | |||||||||
| Financing activities | (154,163) | (575,986) | |||||||||
| Effect of exchange rate changes on cash, cash equivalents, and restricted cash | (2,898) | 3,570 | |||||||||
| Net increase (decrease) in cash, cash equivalents, and restricted cash | $ | 57,950 | $ | (106,293) | |||||||
(in thousands) | March 31, 2026 | December 31, 2025 | |||||||||
| Held in U.S. entities | $ | 312,947 | $ | 157,449 | |||||||
| Held in foreign entities | 161,007 | 268,350 | |||||||||
| Total cash, cash equivalents, and marketable securities | 473,954 | 425,799 | |||||||||
| Restricted cash included in other current assets | 2,448 | 1,577 | |||||||||
| Restricted cash included in other long-term assets | 1,900 | 2,336 | |||||||||
Total cash, cash equivalents, marketable securities, and restricted cash | $ | 478,302 | $ | 429,712 | |||||||
We believe that our current cash, marketable securities, cash flow provided by operations, borrowing capacity, and ability to engage in capital market transactions will be sufficient to fund our operations, stock repurchases, and quarterly cash dividends for at least the next 12 months and to meet our known long-term cash requirements. Whether these resources are adequate to meet our liquidity needs beyond that period will depend on our future growth, operating results, and the investments needed to support our operations. We may utilize available funds or seek external financing if we require additional capital resources.
If it becomes necessary or desirable to repatriate foreign funds, we may have to pay federal, state, and local income taxes as well as foreign withholding taxes upon repatriation. However, estimating the taxes we would have to pay on the amounts we consider indefinitely reinvested is impracticable due to the complexity of income tax laws and regulations. We have provided a deferred tax liability associated with the tax cost of repatriating unremitted earnings which we do not consider indefinitely reinvested.
Operating activities
The change in cash provided by operating activities in the three months ended March 31, 2026 was primarily due to increase in client collections.
Investing activities
The change in cash provided by investing activities in the three months ended March 31, 2026 was primarily due to scheduled maturities of our investments in financial instruments in anticipation of the repayment of the maturing Notes in the three months ended March 31, 2025.
Financing activities
Debt financing
In November 2019, and as since amended, we entered into a five-year $100 million senior secured revolving credit agreement (the “Credit Facility”) with PNC Bank, National Association. Effective as of February 4, 2025, the Credit Facility was amended to extend the expiration date to February 4, 2027.
As of March 31, 2026 and December 31, 2025, we had letters of credit of $26.7 million under the Credit Facility; however we had no cash borrowings. For additional information, see "Note 10. Debt" in Part I, Item 1 of this Quarterly Report.
Stock repurchase program
Changes in the remaining stock repurchase authority:
(in thousands) (1) | Three Months Ended March 31, 2026 | ||||
| December 31, 2025 | $ | 242,254 | |||
Authorizations (2) | 1,000,000 | ||||
Repurchases (3) | (167,254) | ||||
| March 31, 2026 | $ | 1,075,000 | |||
(1) Amounts presented are exclusive of the U.S. excise tax on share repurchases.
(2) On February 10, 2026, the Company’s Board of Directors extended the expiration date of the share repurchase program from June 30, 2026 to June 30, 2027 and increased the authorized repurchase amount by $1 billion.
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(3) All purchases under this program have been made on the open market.
Common stock repurchases
| Three Months Ended March 31, | |||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||
| (in thousands) | Shares | Amount | Shares | Amount | |||||||||||||||||||
Repurchases paid | 3,523 | $ | 167,254 | 2,832 | $ | 115,704 | |||||||||||||||||
Repurchases unpaid at period end | — | — | 88 | 3,000 | |||||||||||||||||||
Stock repurchase program (1) | 3,523 | 167,254 | 2,920 | 118,704 | |||||||||||||||||||
| Tax withholdings for net settlement of equity awards | 47 | 2,106 | 58 | 2,304 | |||||||||||||||||||
| 3,570 | $ | 169,360 | 2,978 | $ | 121,008 | ||||||||||||||||||
(1) Amounts presented are exclusive of the U.S. excise tax on share repurchases.
During the three months ended March 31, 2026 and 2025, instead of receiving cash from the equity holders, we withheld shares with a value of $1.9 million and $1.5 million, respectively, for the exercise price of options. These amounts are not included in the table above.
Dividends
We paid and intend to continue to pay a quarterly cash dividend of $0.03 per share; however, the Board of Directors may terminate or modify the dividend program without prior notice.
| Three Months Ended March 31, | |||||||||||
| (in thousands) | 2026 | 2025 | |||||||||
| Dividend payments to stockholders | $ | 5,110 | $ | 2,583 | |||||||
Contractual obligations
As of March 31, 2026, our contractual obligations were:
| Payments due by period | |||||||||||||||||||||||||||||||||||||||||||||||
| (in thousands) | Remainder of 2026 | 2027 | 2028 | 2029 | 2030 | 2031 and after | Other | Total | |||||||||||||||||||||||||||||||||||||||
Purchase obligations (1) | $ | 107,132 | $ | 190,295 | $ | 46,701 | $ | 773 | $ | 775 | $ | — | $ | — | $ | 345,676 | |||||||||||||||||||||||||||||||
Operating lease obligations | 13,947 | 16,452 | 14,751 | 11,907 | 10,266 | 14,911 | — | 82,234 | |||||||||||||||||||||||||||||||||||||||
Venture investment commitments (2) | 600 | 1,000 | — | — | — | — | — | 1,600 | |||||||||||||||||||||||||||||||||||||||
Liability for uncertain tax positions (3) | — | — | — | — | — | — | 24,063 | 24,063 | |||||||||||||||||||||||||||||||||||||||
| $ | 121,679 | $ | 207,747 | $ | 61,452 | $ | 12,680 | $ | 11,041 | $ | 14,911 | $ | 24,063 | $ | 453,573 | ||||||||||||||||||||||||||||||||
(1) Represents the fixed amount owed for purchase obligations including software licenses, hosting services, and sales and marketing programs.
(2) Represents the maximum funding under existing venture investment agreements. Our venture investment agreements generally allow us to withhold unpaid funds at our discretion.
(3) We cannot reasonably estimate the timing of this cash outflow due to uncertainties in the timing of the effective settlement of tax positions.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Market risk is the risk of loss from adverse changes in financial market prices and rates.
Foreign currency exposure
Translation risk
Our international operations’ operating expenses are primarily denominated in foreign currencies. However, our international sales are also primarily denominated in foreign currencies, partially offsetting our foreign currency exposure.
A hypothetical 10% strengthening in the U.S. dollar against other currencies would have resulted in the following:
| Three Months Ended March 31, | |||||||||||
| 2026 | 2025 | ||||||||||
| (Decrease) in revenue | (4) | % | (4) | % | |||||||
| (Decrease) in net income | (9) | % | (3) | % | |||||||
Remeasurement risk
We incur transaction gains and losses from the remeasurement of monetary assets and liabilities denominated in currencies other than the functional currency of the entities in which they are recorded.
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We are primarily exposed to changes in foreign currency exchange rates associated with the Australian dollar, Euro, and U.S. dollar-denominated cash, cash equivalents, marketable securities, receivables, and intercompany balances held by our U.K. subsidiary, a British pound functional entity.
A hypothetical 10% strengthening in the British pound exchange rate in comparison to the Australian dollar, Euro, and U.S. dollar would have resulted in the following impact:
| Three Months Ended March 31, | |||||||||||
| (in thousands) | 2026 | 2025 | |||||||||
| Foreign currency (loss) | $ | (23,310) | $ | (25,453) | |||||||
ITEM 4. CONTROLS AND PROCEDURES
(a) Evaluation of disclosure controls and procedures
Our management, with the participation of our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (“Exchange Act”)) as of March 31, 2026. In designing and evaluating our disclosure controls and procedures, our management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives, and our management necessarily applied its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on this evaluation, our CEO and CFO concluded that our disclosure controls and procedures were effective as of March 31, 2026.
(b) Changes in internal control over financial reporting
There have been no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended March 31, 2026 that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.
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PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The information set forth in “Note 17. Commitments and Contingencies”, in Part I, Item 1 of this Quarterly Report is incorporated herein by reference.
ITEM 1A. RISK FACTORS
We encourage you to carefully consider the risk factors identified in Item 1A. “Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the U.S. Securities and Exchange Commission. These risk factors could materially affect our business, financial condition, and future results and may cause our actual business and financial results to differ materially from those contained in forward-looking statements made in this Quarterly Report on Form 10-Q or elsewhere by management.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Issuer purchases of equity securities (1)
Common stock repurchased in the three months ended March 31, 2026:
| (in thousands, except per share amounts) | Total Number of Shares Purchased (2) | Average Price Paid per Share (2) | Total Number of Shares Purchased as Part of Publicly Announced Share Repurchase Program | Approximate Dollar Value of Shares That May Yet Be Purchased at Period End Under Publicly Announced Share Repurchased Programs (3)(4) | |||||||||||||||||||
| January 1, 2026 - January 31, 2026 | 1,401 | $ | 53.53 | 1,401 | $ | 167,254 | |||||||||||||||||
| February 1, 2026 - February 28, 2026 | 2,138 | $ | 43.44 | 2,122 | $ | 1,075,000 | |||||||||||||||||
| March 1, 2026 - March 31, 2026 | 76 | $ | 44.27 | — | $ | 1,075,000 | |||||||||||||||||
| 3,615 | $ | 47.37 | 3,523 | ||||||||||||||||||||
(1) For additional information, see "Liquidity and Capital Resources" in Part I, Item 2 of this Quarterly Report.
(2) Includes shares withheld to cover the option exercise price and tax withholding obligations for stock compensation awards subject to net settlement provisions.
(3) On February 10, 2026, the Company’s Board of Directors extended the expiration date of the share repurchase program from June 30, 2026 to June 30, 2027 and increased the authorized repurchase amount by $1 billion..
(4) Amounts presented are exclusive of the U.S. excise tax on share repurchases.
ITEM 5. OTHER INFORMATION
Rule 10b5-1 and non-rule 10b5-1 trading arrangements
On March 16, 2026 , Leon Trefler , our Chief of Clients and Markets , entered into a Rule 10b5-1 trading arrangement that provides for the sale of 36,000 shares of our common stock. The arrangement will terminate on May 31, 2027 , subject to early termination for certain specified events set forth in the arrangement.
Other than as disclosed above, during the three months ended March 31, 2026, no director or officer of the Company adopted or terminated
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ITEM 6. EXHIBITS
| Exhibit No. | Description | Incorporation by Reference | Filed Herewith | |||||||||||||||||||||||||||||
| Form | Location | Filing Date | ||||||||||||||||||||||||||||||
| 3.1 | 8-K | 3.1 | 6/18/25 | |||||||||||||||||||||||||||||
| 3.2 | 8-K | 3.2 | 6/15/20 | |||||||||||||||||||||||||||||
| 10.1 | 8-K | 10.1 | 2/12/26 | |||||||||||||||||||||||||||||
| 31.1 | X | |||||||||||||||||||||||||||||||
| 31.2 | X | |||||||||||||||||||||||||||||||
| 32 | + | |||||||||||||||||||||||||||||||
| 101.INS | Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | X | ||||||||||||||||||||||||||||||
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document. | X | ||||||||||||||||||||||||||||||
| 101.CAL | Inline XBRL Taxonomy Calculation Linkbase Document. | X | ||||||||||||||||||||||||||||||
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document. | X | ||||||||||||||||||||||||||||||
| 101.LAB | Inline XBRL Taxonomy Label Linkbase Document. | X | ||||||||||||||||||||||||||||||
| 101.PRE | Inline XBRL Taxonomy Presentation Linkbase Document. | X | ||||||||||||||||||||||||||||||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) | X | ||||||||||||||||||||||||||||||
+ Indicates that the exhibit is being furnished with this report and is not filed as a part of it.
++ Management contracts and compensatory plans or arrangements.
31
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: | April 21, 2026 | By: | /s/ KENNETH STILLWELL | ||||||||
| Kenneth Stillwell | |||||||||||
| Chief Operating Officer and Chief Financial Officer | |||||||||||
| (Principal Financial Officer) | |||||||||||