8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549 

____________________

 FORM 8-K

____________________

Current Report

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 17, 2025

____________________

PEGASYSTEMS INC.

(Exact name of Registrant as specified in its charter)

____________________

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

225 Wyman Street, Waltham, MA 02451

(Address of principal executive offices, including zip code)

(617) 374-9600

(Registrant’s telephone number, including area code)

Not Applicable

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

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

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

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

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

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

                                                Emerging growth company ☐

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

Item 3.03. Material Modification to Rights of Security Holders.

(a) The information set forth in Items 5.03 and 8.01 below is hereby incorporated by reference into this Item 3.03.

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

(e) As described in Item 5.07 below, on June 17, 2025, the shareholders of Pegasystems Inc. (the “Company”) approved the amended and restated Pegasystems Inc. 2004 Long-Term Incentive Plan (the “Plan”). A description of the material terms and conditions of the Plan is provided in Proposal 3 of the Company’s definitive proxy statement for the 2025 Annual Meeting of Shareholders, which was filed with the Securities and Exchange Commission (the “SEC”) on April 25, 2025 and is incorporated herein by reference.

The foregoing description of the Plan is qualified in its entirety by reference to a full and complete copy of the Plan, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

(a) As described in Item 5.07 below, on June 17, 2025, the shareholders of the Company approved amendments to the Company’s Restated Articles of Organization (the “Charter”) to increase the number of authorized shares of the Company’s common stock, $0.01 par value per share, from 200,000,000 shares to 400,000,000 shares. The proposal for the foregoing Charter amendment was disclosed in the Company’s definitive proxy statement that was filed with the SEC on April 25, 2025.

On June 17, 2025, the Company filed the Articles of Amendment with the Massachusetts Secretary of the Commonwealth to effect the foregoing Charter amendment. A full and complete copy of the Charter, as amended, and the Articles of Amendment are filed herewith as Exhibits 3.1 and 3.2, respectively. The foregoing description of the amendment to the Charter is qualified in its entirety by reference to the full and complete copy of the Charter filed herewith, which are incorporated herein by reference.

Item 5.07.    Submission of Matters to a Vote of Security Holders

The Company’s 2025 Annual Meeting of Shareholders was held on June 17, 2025. At the Annual Meeting, the following items were presented to the shareholders of the Company for their approval, and the shareholders voted as follows:

1. To elect the eight nominees named in the Company’s definitive proxy statement to serve on the Company’s Board of Directors until its 2026 Annual Meeting of Shareholders and until their successors are duly elected and qualified. Each nominee for director was elected by a vote of shareholders as follows

	Rohit Ghai	Peter Gyenes	Richard Jones	Christopher Lafond	Dianne Ledingham	Sharon Rowlands	Alan Trefler	Larry Weber
FOR	74,877,486	71,626,907	70,898,874	73,562,759	74,207,995	71,812,180	74,265,774	66,480,378
AGAINST	444,094	3,695,821	4,423,894	1,759,995	1,006,795	3,402,426	1,056,252	8,815,778
ABSTAIN	19,175	18,028	17,988	18,002	126,006	126,150	18,729	44,600
NON VOTES	5,265,439	5,265,439	5,265,439	5,265,439	5,265,439	5,265,439	5,265,439	5,265,439

2. To approve, by a non-binding advisory vote, the compensation of the Company’s named executive officers. The compensation of the Company’s named executive officers was approved by a vote of shareholders as follows:

	Executive Compensation
FOR	73,515,763
AGAINST	1,776,719
ABSTAIN	48,273
NON VOTES	5,265,439

3. To approve the amended and restated Pegasystems Inc. 2004 Long-Term Incentive Plan. The proposal was approved by a vote of shareholders as follows:

	Long-Term Incentive Plan
FOR	51,118,155
AGAINST	24,200,266
ABSTAIN	22,335
NON VOTES	5,265,439

4. To approve an amendment to the Company’s Restated Articles of Organization to increase the number of authorized shares of common stock from 200,000,000 to 400,000,000. The amendment to the Company’s Restated Articles of Organization to increase the number of authorized shares of common stock from 200,000,000 to 400,000,000 was approved by a vote of stockholders as follows:

	Amendment to the Company’s Restated Articles of Organization
FOR	71,953,985
AGAINST	3,343,698
ABSTAIN	43,073
NON VOTES	5,265,439

5. To ratify the selection by the Audit Committee of the Company’s Board of Directors of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2025. The proposal was approved by a vote of shareholders as follows:

	Auditors
FOR	79,243,824
AGAINST	967,693
ABSTAIN	394,678

Item 8.01. Other Events.

As previously disclosed in the Form 8-K filed on February 12, 2025 by the Company with the SEC, the Company’s board of directors (the “Board”) has 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. As described above in Items 5.03 and 5.07, 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 by the Company with the SEC, every one share of Common Stock outstanding on June 10, 2025, the record date for the Stock Split, will receive one additional share of Common Stock for each share of Common Stock held on the record date, with the distribution expected to occur on June 20, 2025. The Company expects that its Common Stock will begin trading on a post-split basis on June 23, 2025.

As a result of the Stock Split, proportionate adjustments will be 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.

Cautionary Note Regarding Forward-Looking Statements

Certain statements in this Current Report may be “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995, including the expected distribution and trading dates for the Stock Split shares.

Words such as expects, anticipates, intends, plans, believes, will, could, should, estimates, may, targets, strategies, intends to, projects, 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.

It is possible that there could be delays in the distribution of the Stock Split shares to shareholders or trading of such shares on the NASDAQ Global Select Market for administrative reasons, some of which are managed by third parties and may be out of the Company’s control. In addition, 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;

•the continued payment of our quarterly dividends;

•the timing of revenue recognition;

•variation in demand for our products and services, including among clients in the public sector;

•reliance on key personnel;

•reliance on third-party service providers, including hosting providers;

•compliance with our debt obligations and covenants;

•foreign currency exchange rates;

•potential legal and financial liabilities, as well as damage to our reputation, due to cyber-attacks;

•security breaches and security flaws;

•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.;

•our client retention rate; 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, 2024, 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.

Any forward-looking statements in this Current Report represent our views as of June 17, 2025.

Item 9.01     Financial Statements and Exhibits

Exhibit No.	Description
3.1	Restated Articles of Organization of the Company and Amendments thereto filed June 22, 2012, June 13, 2014, and June 17, 2025
3.2	Articles of Amendment, filed June 17, 2025, to Restated Articles of Organization of the Company
10.1	Pegasystems Inc. 2004 Long-Term Incentive Plan (Filed as Appendix A with the Registrant’s 2025 Proxy Statement, filed on April 25, 2025 and incorporated herein by reference).
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 18, 2025	By:	/s/ Matthew J. Cushing
			Matthew J. Cushing
			Senior Vice President, Chief Commercial Officer, General Counsel and Secretary

EX-3.1

Exhibit 3.1

The Commonwealth of Massachusetts

William Francis Galvin

Secretary of the Commonwealth

One Ashburton Place, Boston, Massachusetts 02108-1512

PEGASYSTEMS INC.

RESTATED ARTICLES OF ORGANIZATION

(Massachusetts General Laws, Chapter 156D, Section 10.07; 950 CMR 113.35)

Pegasystems Inc. (the “Corporation”) certifies as follows:

(1)    The exact name of the Corporation is Pegasystems Inc.

(2)    The registered office address of the Corporation is 101 Main Street, Cambridge, Massachusetts     02142.

(3)    These Restated Articles of Organization were adopted on June 2, 2005.

(4)    These Restated Articles of Organization were approved by the Board of Directors and by the shareholders of the Corporation in the manner required by G. L. Chapter 156D and the Articles of Organization.

(5)    The Corporation’s Articles of Organization as amended and restated hereby are as follows:

ARTICLE I

The exact name of the corporation is Pegasystems Inc.

ARTICLE II

The corporation may engage in any lawful business.

ARTICLE III

The total number of shares and par value, if any, of each class of stock which the corporation is authorized to issue is 70,000,000 shares of Common Stock, $0.01 par value per share (the “Common Stock”), and 1,000,000 shares of Preferred Stock, $0.01 par value per share (the “Preferred Stock”).

ARTICLE IV

If more than one class or series of stock is authorized, the preferences, limitations, and relative rights of each class or series are as follows:

1.    Common Stock. The Corporation shall have authority to issue 70,000,000 shares of Common Stock. The rights, privileges, preferences and voting powers of the Common Stock are as follows:

a.    Dividend Rights. Subject to the prior rights of holders of all classes of stock at the time outstanding having prior rights as to dividends, the holders of the Common Stock shall be entitled to receive, when and as declared by the Board of Directors, out of any assets of the corporation legally available therefor, such dividends as may be declared from time to time by the Board of Directors.

b.    Liquidation Rights. Subject to the prior rights of holders of all classes of stock at the time outstanding have prior rights on liquidation, upon the liquidation, dissolution or winding up of the corporation, the

assets of the corporation shall be distributed ratably among the holders of the Common Stock in proportion to the number of shares of Common Stock held by each such holder.

c.    Voting Rights. The holder of each share of Common Stock shall have the right to one vote, and shall be entitled to notice of any shareholders meeting in accordance with the By-laws of the corporation, and shall be entitled to vote upon such matters and in such manner as may be provided by law.

d.    Increase in Authorized Common Stock. The number of authorized shares of Common Stock may be increased or decreased (but not below the number of shares of Common Stock then outstanding) by an affirmative vote of the holders of a majority of the outstanding capital stock of the corporation outstanding and entitled to vote thereon, voting as a single class.

2.    Preferred Stock. The Corporation shall have the authority to issue 1,000,000 shares of undesignated Preferred Stock. The shares of undesignated Preferred Stock may be issued from time to time in one or more series as the Board of Directors may determine. Each series shall be so designated to distinguish the shares thereof from the shares of all other series and classes. Except as to the relative preferences, powers, qualifications, rights and privileges referred to below, in respect of any or all of which there may be variations between different series, all shares of Preferred Stock shall be identical. Different series of Preferred Stock shall not be construed to constitute different classes of shares for the purpose of voting by classes.

The Board of Directors is expressly authorized, subject to the limitations prescribed by law and the provisions of these Restated Articles of Organization, to provide by adopting a vote or votes, a certificate of which shall be filed in accordance with the Massachusetts Business Corporation Act, for the issuance of the Preferred Stock in one or more series, each with such designations, preferences, voting powers, qualifications, special or relative rights and privileges as shall be stated in the vote or votes creating such series. The authority of the Board of Directors with respect to each such series shall include without limitation of the foregoing the right to determine and fix:

a.    the distinctive designation of such series and the number of shares to constitute such series;

b.    the rate at which dividends on the shares of such series shall be declared and paid, or set aside for payment, whether dividends at the rate so determined shall be cumulative, and whether the shares of such series shall be entitled to any participating or other dividends in addition to the dividends at the rate so determined, and if so, on what terms;

c.    the right, if any, of the Corporation to redeem shares of the particular series and, if redeemable, the price, terms and manner of such redemption;

    d.    the special and relative rights and preferences, if any, and the amount or amounts per share, which the shares of such series shall be entitled to receive upon any voluntary or involuntary liquidation, dissolution or winding up of the corporation;

    e.    the terms and conditions, if any, upon which shares of such series shall be convertible into, or exchangeable for, shares of stock of any other class or classes, including the price or prices or rate or rates of conversion or exchange and the terms of adjustment, if any;

f.    the obligation, if any, of the corporation to retire or purchase shares of such series pursuant to a sinking fund or fund of a similar nature or otherwise, and the terms and conditions of such obligation;

g.    voting rights, if any;

h.    limitations, if any, on the issuance of additional shares of such series or any shares of any other series of Preferred Stock; and

i.    such other preferences, powers, qualifications, special or relative rights and privileges thereof as the Board of Directors may deem advisable and are not inconsistent with law and the provisions of these Restated Articles of Organization.

ARTICLE V

The restrictions, if any, imposed by these Restated Articles of Organization upon the transfer of shares of stock of any class are: None.

ARTICLE VI

Other lawful provisions, if any, for the conduct and regulation of the business and affairs of the corporation, for its voluntary dissolution, or for limiting, defining, or regulating the powers of the corporation, or of its directors or shareholders, or of any class of shareholders:

1.    By-Laws

The Board of Directors is authorized to make, amend or repeal the by-laws of the Corporation in whole or in part, except with respect to any provisions thereof which by law, by these Restated Articles of Organization or by the by-laws requires action by the shareholders.

2.    Place of Meetings of The Shareholders

Meetings of the shareholders may be held anywhere in the United States.

3.    Partnership

The corporation may be a partner in any business enterprise which the Corporation would have power to conduct by itself.

4.    Limitations on Director Liability

No director of the Corporation shall be liable to the Corporation or its shareholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director's duty of loyalty to the Corporation or its shareholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) for improper distributions under Section 6.40 of Chapter 156D of the General Laws of Massachusetts or (iv) for any transaction in which the director derived an improper personal benefit. No amendment to or repeal of any provision of this paragraph, directly or by adoption of an inconsistent provision of these Restated Articles of Organization, shall apply to or have any effect on any liability or alleged liability of any director of the corporation for or with respect to any acts or omissions of such director occurring prior to such amendment or repeal.

ARTICLE VII

These Restated Articles of Organization will become effective when filed in accordance with Chapter 156D, §1.25 of the Massachusetts General Laws.

(6)    These Restated Articles of Organization consolidate all prior amendments into a single document and amend Articles II and VI.

Signed this 3rd day of June, 2005, by Shawn Hoyt, its Secretary.

Signed by: /s/ Shawn Hoyt

(signature of authorized individual)

THE COMMONWEALTH OF MASSACHUSETTS

William Francis Galvin

Secretary of the Commonwealth

One Ashburton Place, Boston, Massachusetts 02108-1512

RESTATED ARTICLES OF ORGANIZATION

(General Laws Chapter 156D, Section 10.07, 950 CMR 113.35))

I hereby certify that upon examination of these restated articles of organization, it appears that the provisions of the General Laws relative thereto have been complied with, and the filing fee in the amount of $_________ having been paid, said articles are deemed to have been filed with me this 6th day of June, 2005, at 1:33 p.m.

Effective Date: _____________________________________

(must be within 90 days of date submitted)

WILLIAM FRANCIS GALVIN

Secretary Of The Commonwealth

Filing fee: Minimum filing fee $200, plus $100 per article amended, stock increases $100 per 100,000 shares, plus $100 for each additional 100,000 shares or any fraction thereof.

TO BE FILLED IN BY CORPORATION

Contact Information

Robert V. Jahrling, Esq.

Choate, Hall & Stewart

Exchange Place, 53 State Street

Boston, MA 02109

(617) 248-5148

rjahrling@choate.com

Upon filing, a copy of this filing will be available at www.sec.state.ma.us/cor. If the document is rejected, a copy of the rejection sheet and rejected document will be available in the rejected queue.

The Commonwealth of Massachusetts

William Francis Galvin

Secretary of the Commonwealth

One Ashburton Place, Boston, Massachusetts 02108-1512

Articles of Amendment

(General Laws Chapter 156D, Section 10.06; 950 CMR 113.34)

(1)    Exact name of corporation: Pegasystems Inc.

(2)    Registered office address: 101 Main Street, Cambridge, MA 02142

(number, street, city or town, state, zip code)

(3)    These articles of amendment affect article(s): III and IV

(specify the number(s) of article(s) being amended (I-VI))

(4)     Date adopted: May 23, 2012

(month, date, year)

(5)    Approved by:

(check appropriate box)

☐    the incorporators

☐    the board of directors without shareholder approval and shareholder approval was not required.

☒    the board of directors and the shareholders in the manner required by law and the articles of organization.

(6)    State the article number and the text of the amendment. Unless contained in the text of the amendment, state the provisions for implementing the exchange, reclassification, or cancellation of issued shares.

Article III

The total number of shares and par value, if any, of each class of stock which the corporation is authorized to issue is 100,000,000 shares of Common Stock, $0.01 par value per share (the “Common Stock”), and 1,000,000 shares of Preferred Stock, $0.01 par value per share (the “Preferred Stock”).

Article IV

The first sentence of subsection 1 of Article IV shall be deleted and replaced with the following:

The Corporation shall have the authority to issue 100,000,000 shares of Common Stock.

To change the number of shares and the par value, *if any, of any type, or to designate a class or series, of stock, or chnage a designation of class or series of stock, which the corporation is authorized to issue, complete the following:

Total authorized prior to amendment:

WITHOUT PAR VALUE		WITH PAR VALUE
TYPE	NUMBER OF SHARES	TYPE	NUMBER OF SHARES	PAR VALUE
		Common	70,000,000	$	0.01
		Preferred	1,000,000	$	0.01

Total authorized after amendment:

WITHOUT PAR VALUE		WITH PAR VALUE
TYPE	NUMBER OF SHARES	TYPE	NUMBER OF SHARES	PAR VALUE
		Common	100,000,000	$	0.01
		Preferred	1,000,000	$	0.01

(7)    The amendment shall be effective at the time and on the date approved by the Division, unless a later effective date not more than 90 days from the date and time of filing is specified:

*G.L. Chapter 156D eliminates the concept of par value, however a corporation may specify par value in Article III. See G.L. Chapter 156D, Section 6.21, and the comments relative thereto.

Signed by: /s/ Shawn Hoyt

(signature of authorized individual)

☐ Chairman of the board of directors,

☐ President,

☒ Other officer,

☐ Court-appointed fiduciary

on this 24th day of May, 2012

The Commonwealth of Massachusetts

William Francis Galvin

Secretary of the Commonwealth

One Ashburton Place, Boston, Massachusetts 02108-1512

Articles of Amendment

(General Laws Chapter 156D, Section 10.06; 950 CMR 113.34)

I hereby certify that upon examination of these articles of amendment, it appears that the provisions of the General Laws relative thereto have been complied with, and the filing fee in the amount of $30,100.00 having been paid, said articles are deemed to have been filed with me on this 22nd day of June, 2012, at 10:10 a.m.

Effective date:

(must be within 90 days of date submitted)

WILLIAM FRANCIS GALVIN

Secretary of the Commonwealth

Filing Fee: Minimum filing fee $100 per article amended, stock increases $100 per 100,000 shares, plus $100 for each additional 100,000 or any fraction thereof.

TO BE FILLED IN BY CORPORATION

Contact Information:

Shawn Hoyt, Secretary

Pegasystems Inc.

101 Main Street,

Cambridge, MA 02142

Telephone: (617) 866-6136

Email: Shawn.Hoyt@pega.com

Upon filing, a copy of this filing will be available at www.sec.state.ma.us/cor. If the document is rejected, a copy of the rejection sheet and rejected document will be available in the rejected queue.

The Commonwealth of Massachusetts

William Francis Galvin

Secretary of the Commonwealth

One Ashburton Place, Boston, Massachusetts 02108-1512

Articles of Amendment

(General Laws Chapter 156D, Section 10.06; 950 CMR 113.34)

(1)    Exact name of corporation: Pegasystems Inc.

(2)    Registered office address: One Rogers Street, Cambridge, MA 02142

(number, street, city or town, state, zip code)

(3)    These articles of amendment affect article(s): III and IV

(specify the number(s) of article(s) being amended (I-VI))

(4)     Date adopted: May 20, 2014

(month, date, year)

(5)    Approved by:

(check appropriate box)

☐    the incorporators

☐    the board of directors without shareholder approval and shareholder approval was not required.

☒    the board of directors and the shareholders in the manner required by law and the articles of organization.

(6)    State the article number and the text of the amendment. Unless contained in the text of the amendment, state the provisions for implementing the exchange, reclassification, or cancellation of issued shares.

Article III

The total number of shares and par value, if any, of each class of stock which the corporation is authorized to issue is 200,000,000 shares of Common Stock, $0.01 par value per share (the “Common Stock”), and 1,000,000 shares of Preferred Stock, $0.01 par value per share (the “Preferred Stock”).

Article IV

The first sentence of subsection 1 of Article IV shall be deleted and replaced with the following:

The Corporation shall have the authority to issue 200,000,000 shares of Common Stock.

To change the number of shares and the par value, *if any, of any type, or to designate a class or series, of stock, or chnage a designation of class or series of stock, which the corporation is authorized to issue, complete the following:

Total authorized prior to amendment:

WITHOUT PAR VALUE		WITH PAR VALUE
TYPE	NUMBER OF SHARES	TYPE	NUMBER OF SHARES	PAR VALUE
		Common	100,000,000	$	0.01
		Preferred	1,000,000	$	0.01

Total authorized after amendment:

WITHOUT PAR VALUE		WITH PAR VALUE
TYPE	NUMBER OF SHARES	TYPE	NUMBER OF SHARES	PAR VALUE
		Common	200,000,000	$	0.01
		Preferred	1,000,000	$	0.01

(7)    The amendment shall be effective at the time and on the date approved by the Division, unless a later effective date not more than 90 days from the date and time of filing is specified:

*G.L. Chapter 156D eliminates the concept of par value, however a corporation may specify par value in Article III. See G.L. Chapter 156D, Section 6.21, and the comments relative thereto.

Signed by: /s/ Janet Mesrobian

(signature of authorized individual)

☐ Chairman of the board of directors,

☐ President,

☒ Other officer,

☐ Court-appointed fiduciary

on this 27th day of May, 2014

The Commonwealth of Massachusetts

William Francis Galvin

Secretary of the Commonwealth

One Ashburton Place, Boston, Massachusetts 02108-1512

Articles of Amendment

(General Laws Chapter 156D, Section 10.06; 950 CMR 113.34)

I hereby certify that upon examination of these articles of amendment, it appears that the provisions of the General Laws relative thereto have been complied with, and the filing fee in the amount of $100,100.00 having been paid, said articles are deemed to have been filed with me on this 13th day of June, 2014, at 1:54 p.m.

Effective date:

(must be within 90 days of date submitted)

WILLIAM FRANCIS GALVIN

Secretary of the Commonwealth

Filing Fee: Minimum filing fee $100 per article amended, stock increases $100 per 100,000 shares, plus $100 for each additional 100,000 or any fraction thereof.

TO BE FILLED IN BY CORPORATION

Contact Information:

Janet Mesrobian

Pegasystems Inc.

One Rogers Street

Cambridge, MA 02142

Telephone: (617) 866-6518

Email: Janet.Mesrobian@pega.com

Upon filing, a copy of this filing will be available at www.sec.state.ma.us/cor. If the document is rejected, a copy of the rejection sheet and rejected document will be available in the rejected queue.

The Commonwealth of Massachusetts

William Francis Galvin

Secretary of the Commonwealth

One Ashburton Place, Boston, Massachusetts 02108-1512

Articles of Amendment

(General Laws Chapter 156D, Section 10.06; 950 CMR 113.34)

(1)    Exact name of corporation: Pegasystems Inc.

(2)    Registered office address: 225 Wyman Street, Ste 300, Waltham, MA 02451

(number, street, city or town, state, zip code)

(3)    These articles of amendment affect article(s): III and IV

(specify the number(s) of article(s) being amended (I-VI))

(4)     Date adopted: June 17, 2025

(month, date, year)

(5)    Approved by:

(check appropriate box)

☐    the incorporators

☐    the board of directors without shareholder approval and shareholder approval was not required.

☒    the board of directors and the shareholders in the manner required by law and the articles of organization.

(6)    State the article number and the text of the amendment. Unless contained in the text of the amendment, state the provisions for implementing the exchange, reclassification, or cancellation of issued shares.

Article III

The total number of shares and par value, if any, of each class of stock which the corporation is authorized to issue is 400,000,000 shares of Common Stock, $0.01 par value per share (the “Common Stock”), and 1,000,000 shares of Preferred Stock, $0.01 par value per share (the “Preferred Stock”).

Article IV

The first sentence of subsection 1 of Article IV shall be deleted and replaced with the following:

The Corporation shall have the authority to issue 400,000,000 shares of Common Stock.

To change the number of shares and the par value, *if any, of any type, or to designate a class or series, of stock, or chnage a designation of class or series of stock, which the corporation is authorized to issue, complete the following:

Total authorized prior to amendment:

WITHOUT PAR VALUE		WITH PAR VALUE
TYPE	NUMBER OF SHARES	TYPE	NUMBER OF SHARES	PAR VALUE
		Common	200,000,000	$	0.01
		Preferred	1,000,000	$	0.01

Total authorized after amendment:

WITHOUT PAR VALUE		WITH PAR VALUE
TYPE	NUMBER OF SHARES	TYPE	NUMBER OF SHARES	PAR VALUE
		Common	400,000,000	$	0.01
		Preferred	1,000,000	$	0.01

(7)    The amendment shall be effective at the time and on the date approved by the Division, unless a later effective date not more than 90 days from the date and time of filing is specified:

*G.L. Chapter 156D eliminates the concept of par value, however a corporation may specify par value in Article III. See G.L. Chapter 156D, Section 6.21, and the comments relative thereto.

Signed by: /s/ Matthew J. Cushing

(signature of authorized individual)

☐ Chairman of the board of directors,

☐ President,

☒ Other officer,

☐ Court-appointed fiduciary

on this 17th day of June, 2025

The Commonwealth of Massachusetts

William Francis Galvin

Secretary of the Commonwealth

One Ashburton Place, Boston, Massachusetts 02108-1512

Articles of Amendment

(General Laws Chapter 156D, Section 10.06; 950 CMR 113.34)

I hereby certify that upon examination of these articles of amendment, it appears that the provisions of the General Laws relative thereto have been complied with, and the filing fee in the amount of $200,100.00 having been paid, said articles are deemed to have been filed with me on this 17th day of June, 2025, at 10:15 a.m.

Effective date:

(must be within 90 days of date submitted)

WILLIAM FRANCIS GALVIN

Secretary of the Commonwealth

Filing Fee: Minimum filing fee $100 per article amended, stock increases $100 per 100,000 shares, plus $100 for each additional 100,000 or any fraction thereof.

TO BE FILLED IN BY CORPORATION

Contact Information:

Bernard Stanford

Choate Hall & Stewart LLP

Two International Place

Boston, MA 02110

Telephone: (617) 248-5219

Email: bstanford@choate.com

Upon filing, a copy of this filing will be available at www.sec.state.ma.us/cor. If the document is rejected, a copy of the rejection sheet and rejected document will be available in the rejected queue.

EX-3.2

Exhibit 3.2

The Commonwealth of Massachusetts

William Francis Galvin

Secretary of the Commonwealth

One Ashburton Place, Boston, Massachusetts 02108-1512

Articles of Amendment

(General Laws Chapter 156D, Section 10.06; 950 CMR 113.34)

(1)    Exact name of corporation: Pegasystems Inc.

(2)    Registered office address: 225 Wyman Street, Ste 300, Waltham, MA 02451

(number, street, city or town, state, zip code)

(3)    These articles of amendment affect article(s): III and IV

(specify the number(s) of article(s) being amended (I-VI))

(4)     Date adopted: June 17, 2025

(month, date, year)

(5)    Approved by:

(check appropriate box)

☐    the incorporators

☐    the board of directors without shareholder approval and shareholder approval was not required.

☒    the board of directors and the shareholders in the manner required by law and the articles of organization.

(6)    State the article number and the text of the amendment. Unless contained in the text of the amendment, state the provisions for implementing the exchange, reclassification, or cancellation of issued shares.

Article III

The total number of shares and par value, if any, of each class of stock which the corporation is authorized to issue is 400,000,000 shares of Common Stock, $0.01 par value per share (the “Common Stock”), and 1,000,000 shares of Preferred Stock, $0.01 par value per share (the “Preferred Stock”).

Article IV

The first sentence of subsection 1 of Article IV shall be deleted and replaced with the following:

The Corporation shall have the authority to issue 400,000,000 shares of Common Stock.

To change the number of shares and the par value, *if any, of any type, or to designate a class or series, of stock, or chnage a designation of class or series of stock, which the corporation is authorized to issue, complete the following:

Total authorized prior to amendment:

WITHOUT PAR VALUE		WITH PAR VALUE
TYPE	NUMBER OF SHARES	TYPE	NUMBER OF SHARES	PAR VALUE
		Common	200,000,000	$	0.01
		Preferred	1,000,000	$	0.01

Total authorized after amendment:

WITHOUT PAR VALUE		WITH PAR VALUE
TYPE	NUMBER OF SHARES	TYPE	NUMBER OF SHARES	PAR VALUE
		Common	400,000,000	$	0.01
		Preferred	1,000,000	$	0.01

(7)    The amendment shall be effective at the time and on the date approved by the Division, unless a later effective date not more than 90 days from the date and time of filing is specified:

*G.L. Chapter 156D eliminates the concept of par value, however a corporation may specify par value in Article III. See G.L. Chapter 156D, Section 6.21, and the comments relative thereto.

Signed by: /s/ Matthew J. Cushing

(signature of authorized individual)

☐ Chairman of the board of directors,

☐ President,

☒ Other officer,

☐ Court-appointed fiduciary

on this 17th day of June, 2025

The Commonwealth of Massachusetts

William Francis Galvin

Secretary of the Commonwealth

One Ashburton Place, Boston, Massachusetts 02108-1512

Articles of Amendment

(General Laws Chapter 156D, Section 10.06; 950 CMR 113.34)

I hereby certify that upon examination of these articles of amendment, it appears that the provisions of the General Laws relative thereto have been complied with, and the filing fee in the amount of $200,100.00 having been paid, said articles are deemed to have been filed with me on this 17th day of June, 2025, at 10:15 a.m.

Effective date:

(must be within 90 days of date submitted)

WILLIAM FRANCIS GALVIN

Secretary of the Commonwealth

Filing Fee: Minimum filing fee $100 per article amended, stock increases $100 per 100,000 shares, plus $100 for each additional 100,000 or any fraction thereof.

TO BE FILLED IN BY CORPORATION

Contact Information:

Bernard Stanford

Choate Hall & Stewart LLP

Two International Place

Boston, MA 02110

Telephone: (617) 248-5219

Email: bstanford@choate.com

Upon filing, a copy of this filing will be available at www.sec.state.ma.us/cor. If the document is rejected, a copy of the rejection sheet and rejected document will be available in the rejected queue.

XML

COVER PAGE	Jun. 17, 2025
Cover [Abstract]
Document Type	8-K
Document Period End Date	Jun. 17, 2025
Entity Registrant Name	PEGASYSTEMS INC.
Entity Incorporation, State or Country Code	MA
Entity File Number	1-11859
Entity Tax Identification Number	04-2787865
Entity Address, Address Line One	225 Wyman Street
Entity Address, City or Town	Waltham
Entity Address, State or Province	MA
Entity Address, Postal Zip Code	02451
City Area Code	617
Local Phone Number	374-9600
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $.01 par value per share
Trading Symbol	PEGA
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Amendment Flag	false
Entity Central Index Key	0001013857
Current Fiscal Year End Date	--12-31