PEGA 10-Q Quarterly Report Sept. 30, 2025

PEGASYSTEMS INC

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pega-20250930

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 September 30, 2025


☐			Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Commission File Number: 1-11859

____________________________

PEGASYSTEMS INC.

(Exact name of Registrant as specified in its charter)

____________________________


Massachusetts			04-2787865
(State or other jurisdiction of incorporation or organization)			(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)

____________________________

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 (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.

Large accelerated filer

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 169,722,783 shares of the Registrant’s common stock, $0.01 par value per share, outstanding on October 14, 2025.

Table of Contents

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 September 30, 2025 and December 31, 2024			3
Unaudited Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2025 and 2024			4
Unaudited Condensed Consolidated Statements of Comprehensive Income (Loss) for the three and nine months ended September 30, 2025 and 2024			5
Unaudited Condensed Consolidated Statements of Stockholders’ Equity for the three and nine months ended September 30, 2025 and 2024			6
Unaudited Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2025 and 2024			8
Notes to Unaudited Condensed Consolidated Financial Statements			9
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			24
Item 3. Quantitative and Qualitative Disclosures About Market Risk			32
Item 4. Controls and Procedures			32

PART II - OTHER INFORMATION

Item 1. Legal Proceedings			33
Item 1A. Risk Factors			33
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			33
Item 5. Other Information			33
Item 6. Exhibits			34

Signatures			35

Table of Contents

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS


PEGASYSTEMS INC. UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS (in thousands)
	September 30, 2025		December 31, 2024
Assets
Current assets:
Cash and cash equivalents	$	148,699	$	337,103
Marketable securities	202,663		402,870
Total cash, cash equivalents, and marketable securities	351,362		739,973
Accounts receivable, net	160,919		305,468
Unbilled receivables, net	175,732		173,085
Other current assets	123,791		115,178
Total current assets	811,804		1,333,704
Long-term unbilled receivables, net	105,863		61,407
Goodwill	81,402		81,113
Other long-term assets	293,717		292,049
Total assets	$	1,292,786	$	1,768,273
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable	$	8,057	$	6,226
Accrued expenses	51,857		31,544
Accrued compensation and related expenses	111,650		138,042
Deferred revenue	404,757		423,910
Convertible senior notes, net	—		467,470
Other current liabilities	21,131		18,866
Total current liabilities	597,452		1,086,058

Long-term operating lease liabilities	62,402		67,647
Other long-term liabilities	36,102		29,088
Total liabilities	695,956		1,182,793
Commitments and contingencies (Note 17)
Stockholders’ equity:
Preferred stock, 1,000 shares authorized; none issued	—		—
Common stock, 400,000 shares authorized; 170,545 and 172,224 shares issued and outstanding at September 30, 2025 and December 31, 2024, respectively	1,705		1,722
Additional paid-in capital	370,018		526,102
Retained earnings	233,925		87,901
Accumulated other comprehensive (loss)	( 8,818 )		( 30,245 )
Total stockholders’ equity	596,830		585,480
Total liabilities and stockholders’ equity	$	1,292,786	$	1,768,273

See notes to unaudited condensed consolidated financial statements.


PEGASYSTEMS INC. UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except per share amounts)
	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Revenue
Subscription services	$	264,198	$	224,810	$	737,703	$	651,143
Subscription license	60,600		45,420		327,118		193,405
Consulting	56,394		54,364		174,639		160,451
Perpetual license	158		456		2,035		1,351
Total revenue	381,350		325,050		1,241,495		1,006,350
Cost of revenue
Subscription services	42,978		36,868		122,616		108,930
Subscription license	314		384		1,060		1,504
Consulting	62,601		59,451		194,235		177,864
Perpetual license	—		3		6		12
Total cost of revenue	105,893		96,706		317,917		288,310
Gross profit	275,457		228,344		923,578		718,040
Operating expenses
Selling and marketing	140,129		127,669		425,329		395,125
Research and development	78,756		74,157		231,826		221,695
General and administrative	42,108		35,694		107,724		84,641
Litigation settlement, net of recoveries	—		—		—		32,403
Restructuring	( 5 )		2,485		( 38 )		3,283
Total operating expenses	260,988		240,005		764,841		737,147
Income (loss) from operations	14,469		( 11,661 )		158,737		( 19,107 )
Foreign currency transaction gain (loss)	7,154		( 4,405 )		( 12,179 )		( 7,230 )
Interest income	2,660		6,769		11,243		18,835
Interest expense	( 144 )		( 1,639 )		( 1,172 )		( 5,047 )
(Loss) on capped call transactions	—		( 689 )		( 223 )		( 667 )
Other (loss) income, net	( 43 )		—		19,247		1,684
Income (loss) before (benefit from) provision for income taxes	24,096		( 11,625 )		175,653		( 11,532 )
(Benefit from) provision for income taxes	( 19,268 )		2,765		16,790		8,369
Net income (loss)	$	43,364	$	( 14,390 )	$	158,863	$	( 19,901 )
Earnings (loss) per share
Basic	$	0.25	$	( 0.08 )	$	0.93	$	( 0.12 )
Diluted	$	0.24	$	( 0.08 )	$	0.86	$	( 0.12 )
Weighted-average number of common shares outstanding
Basic	170,567		171,250		171,045		170,036
Diluted	184,095		171,250		185,005		170,036

See notes to unaudited condensed consolidated financial statements.


PEGASYSTEMS INC. UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (in thousands)
	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Net income (loss)	$	43,364	$	( 14,390 )	$	158,863	$	( 19,901 )
Other comprehensive (loss) income, net of tax
Unrealized gain (loss) on available-for-sale securities	89		660		11		( 158 )
Foreign currency translation adjustments	( 4,595 )		10,204		21,416		4,635
Total other comprehensive (loss) income, net of tax	( 4,506 )		10,864		21,427		4,477
Comprehensive income (loss)	$	38,858	$	( 3,526 )	$	180,290	$	( 15,424 )

See notes to unaudited condensed consolidated financial statements.


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, 2023	167,680	$	1,676	$	378,746	$	( 8,705 )	$	( 17,879 )	$	353,838

Issuance of common stock for stock compensation plans	2,278	23		18,633		—		—		18,656
Issuance of common stock under the employee stock purchase plan	64	1		1,757		—		—		1,758
Stock-based compensation	—	—		34,781		—		—		34,781
Cash dividends declared ($ 0.015 per share)	—	—		( 2,550 )		—		—		( 2,550 )
Other comprehensive (loss)	—	—		—		—		( 4,173 )		( 4,173 )
Net (loss)	—	—		—		( 12,124 )		—		( 12,124 )
March 31, 2024	170,022	$	1,700	$	431,367	$	( 20,829 )	$	( 22,052 )	$	390,186

Issuance of common stock for stock compensation plans	652	7		5,478		—		—		5,485
Issuance of common stock under the employee stock purchase plan	64	1		1,668		—		—		1,669
Stock-based compensation	—	—		36,224		—		—		36,224
Cash dividends declared ($ 0.015 per share)	—	—		( 2,561 )		—		—		( 2,561 )
Other comprehensive (loss)	—	—		—		—		( 2,214 )		( 2,214 )
Net income	—	—		—		6,613		—		6,613
June 30, 2024	170,738	$	1,708	$	472,176	$	( 14,216 )	$	( 24,266 )	$	435,402
Repurchase of common stock	( 342 )	( 3 )		( 11,746 )		—		—		( 11,749 )
Issuance of common stock for stock compensation plans	1,162	11		16,456		—		—		16,467
Issuance of common stock under the employee stock purchase plan	58	—		1,789		—		—		1,789
Stock-based compensation	—	—		37,213		—		—		37,213
Cash dividends declared ($ 0.015 per share)	—	—		( 2,573 )		—		—		( 2,573 )
Other comprehensive income	—	—		—		—		10,864		10,864
Net (loss)	—	—		—		( 14,390 )		—		( 14,390 )
September 30, 2024	171,616	$	1,716	$	513,315	$	( 28,606 )	$	( 13,402 )	$	473,023


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	172,224	$	1,722	$	526,102	$	87,901	$	( 30,245 )	$	585,480
Repurchase of common stock	( 2,920 )	( 30 )		( 118,674 )		—		—		( 118,704 )
Issuance of common stock for stock compensation plans	1,756	18		9,736		—		—		9,754
Issuance of common stock under the employee stock purchase plan	64	2		1,909		—		—		1,911
Stock-based compensation	—	—		41,425		—		—		41,425
Cash dividends declared ($ 0.015 per share)	—	—		—		( 2,567 )		—		( 2,567 )
Other comprehensive income	—	—		—		—		8,548		8,548
Net income	—	—		—		85,422		—		85,422
March 31, 2025	171,124	$	1,712	$	460,498	$	170,756	$	( 21,697 )	$	611,269
Repurchase of common stock	( 3,147 )	( 31 )		( 132,454 )		—		—		( 132,485 )
Issuance of common stock for stock compensation plans	3,086	30		64,876		—		—		64,906
Issuance of common stock under the employee stock purchase plan	39	—		1,816		—		—		1,816
Stock-based compensation	—	—		36,730		—		—		36,730
Cash dividends declared ($ 0.03 per share)	—	—		—		( 5,156 )		—		( 5,156 )
Other comprehensive income	—	—		—		—		17,385		17,385
Net income	—	—		—		30,077		—		30,077
June 30, 2025	171,102	$	1,711	$	431,466	$	195,677	$	( 4,312 )	$	624,542
Repurchase of common stock	( 2,675 )	( 27 )		( 142,549 )		—		—		( 142,576 )
Issuance of common stock for stock compensation plans	2,078	21		36,082		—		—		36,103
Issuance of common stock under the employee stock purchase plan	40	—		1,978		—		—		1,978
Stock-based compensation	—	—		43,041		—		—		43,041
Cash dividends declared ($ 0.03 per share)	—	—		—		( 5,116 )		—		( 5,116 )
Other comprehensive (loss)	—	—		—		—		( 4,506 )		( 4,506 )
Net income	—	—		—		43,364		—		43,364
September 30, 2025	170,545	$	1,705	$	370,018	$	233,925	$	( 8,818 )	$	596,830

See notes to unaudited condensed consolidated financial statements.


PEGASYSTEMS INC. UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands)
	Nine Months Ended September 30,
	2025		2024
Operating activities
Net income (loss)	$	158,863	$	( 19,901 )
Adjustments to reconcile net income (loss) to cash provided by operating activities
Stock-based compensation	121,196		108,218
Amortization of deferred commissions	50,494		47,143
Amortization of intangible assets and depreciation	9,414		13,289
Amortization of right-of-use lease assets	8,988		13,748
Foreign currency transaction loss	12,179		7,230
Loss on capped call transactions	223		667
Deferred income taxes	235		( 67 )
(Accretion) of investments	( 2,574 )		( 10,944 )
(Gain) on investments	( 19,438 )		( 1,628 )

Other non-cash	1,526		2,380
Change in operating assets and liabilities, net	5,690		90,562
Cash provided by operating activities	346,796		250,697
Investing activities
Purchases of investments	( 238,956 )		( 417,310 )
Proceeds from maturities and called investments	362,436		206,232
Sales of investments	99,902		—

Investment in property and equipment	( 8,485 )		( 4,921 )
Cash provided by (used in) investing activities	214,897		( 215,999 )
Financing activities
Repurchases of convertible senior notes	( 467,864 )		—
Dividend payments to stockholders	( 10,306 )		( 7,626 )


Proceeds from employee stock plans	129,112		48,811
Common stock repurchases for tax withholdings for net settlement of equity awards	( 12,644 )		( 2,987 )
Common stock repurchases under stock repurchase program	( 394,689 )		( 11,249 )


Cash (used in) provided by financing activities	( 756,391 )		26,949
Effect of exchange rate changes on cash, cash equivalents, and restricted cash	6,971		4,591
Net (decrease) increase in cash, cash equivalents, and restricted cash	( 187,727 )		66,238
Cash, cash equivalents, and restricted cash, beginning of period	341,529		232,827
Cash, cash equivalents, and restricted cash, end of period	$	153,802	$	299,065

Cash and cash equivalents	$	148,699	$	287,649
Restricted cash included in other current assets	—		184
Restricted cash included in other long-term assets	5,103		11,232
Total cash, cash equivalents, and restricted cash	$	153,802	$	299,065

See notes to unaudited condensed consolidated financial statements.

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, 2024.

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 2025.

Stock Split

On February 12, 2025, the Company’s Board of Directors approved a two -for-one forward stock split (the “Stock Split”) of the Company’s common stock, par value $ 0.01 (“Common Stock”), to be effected as a stock dividend and a proportionate increase in the number of authorized shares of Common Stock from 200,000,000 to 400,000,000 (the “Authorized Share Increase”). The Authorized Share Increase was subject to shareholder approval of an amendment to the Company’s Restated Articles of Organization. The requisite shareholder approval was obtained on June 17, 2025. On June 20, 2025, each shareholder of record at the close of business on June 10, 2025 (the “Record Date”) received one additional share of Common Stock for each share of Common Stock held on the Record Date. All share, per share, and equity award information in the Company’s unaudited condensed consolidated financial statements and in the accompanying notes for all periods presented have been recast to reflect the effect of the Stock Split. The shares of Common Stock retained a par value of $ 0.01 per share. Accordingly, an amount equal to the par value of the increased shares resulting from the Stock Split was reclassified from additional paid-in capital to common stock.

NOTE 2. NEW ACCOUNTING PRONOUNCEMENTS

Improvements to Income Tax Disclosures

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”). ASU 2023-09 includes expanded income tax rate reconciliation disclosures, a disaggregation of income taxes paid, and other expanded disclosures. ASU 2023-09 will be effective for the Company for the year ending December 31, 2025. The Company expects the adoption to result in disclosure changes only.

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 .

NOTE 3. MARKETABLE SECURITIES


	September 30, 2025								December 31, 2024
(in thousands)	Amortized Cost		Unrealized Gains		Unrealized Losses		Fair Value		Amortized Cost		Unrealized Gains		Unrealized Losses		Fair Value
Government debt	$	10,500	$	11	$	( 8 )	$	10,503	$	11,851	$	1	$	( 19 )	$	11,833
Corporate debt	191,692		561		( 93 )		192,160		391,097		63		( 123 )		391,037
	$	202,192	$	572	$	( 101 )	$	202,663	$	402,948	$	64	$	( 142 )	$	402,870

As of September 30, 2025, marketable securities’ maturities ranged from October 2025 to September 2028, with a weighted-average remaining maturity of 1.4 years.

NOTE 4. RECEIVABLES, CONTRACT ASSETS, AND DEFERRED REVENUE

Receivables


(in thousands)	September 30, 2025		December 31, 2024
Accounts receivable, net	$	160,919	$	305,468
Unbilled receivables, net	175,732		173,085
Long-term unbilled receivables, net	105,863		61,407
	$	442,514	$	539,960

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)	September 30, 2025
1 year or less	$	175,732	62	%
1-2 years	63,974		23	%
2-5 years	41,889		15	%
	$	281,595	100	%

Unbilled receivables by contract effective date:


(Dollars in thousands)	September 30, 2025
2025	$	135,540	48	%
2024	86,021		31	%
2023	52,162		19	%
2022	3,714		1	%
2021 and prior	4,158		1	%
	$	281,595	100	%

Major clients

Clients that represented 10% or more of the Company’s total accounts receivable and unbilled receivables:


	September 30, 2025		December 31, 2024
Client A
Accounts receivable	*		20	%
Unbilled receivables	*		—	%
Total receivables	*		11	%
Client B
Accounts receivable	—	%	*
Unbilled receivables	18	%	*
Total receivables	12	%	*

*Client accounted for less than 10% of total accounts receivable and unbilled receivables.

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)	September 30, 2025		December 31, 2024
Contract assets (1)	$	22,465	$	13,498
Long-term contract assets (2)	28,588		18,321
	$	51,053	$	31,819

(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)	September 30, 2025		December 31, 2024
Deferred revenue	$	404,757	$	423,910
Long-term deferred revenue (1)	2,457		2,121
	$	407,214	$	426,031

(1) Included in other long-term liabilities.

The change in deferred revenue during the nine months ended September 30, 2025 was primarily due to new billings in advance of revenue recognition and $ 384 million of revenue recognized during the period included in deferred revenue as of December 31, 2024.

PEGASYSTEMS INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

NOTE 5. DEFERRED COMMISSIONS


(in thousands)	September 30, 2025		December 31, 2024
Deferred commissions (1)	$	99,423	$	105,405

(1) Included in other long-term assets.


	Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands)	2025		2024		2025		2024
Amortization of deferred commissions (1)	$	16,916	$	14,867	$	50,494	$	47,143

(1) Included in selling and marketing expenses.

NOTE 6. GOODWILL AND OTHER INTANGIBLES

Goodwill


	Nine Months Ended September 30,
(in thousands)	2025		2024
January 1,	$	81,113	$	81,611

Currency translation adjustments	289		( 43 )
September 30,	$	81,402	$	81,568

Intangibles

Intangible assets are recorded at cost and amortized using the straight-line method over their estimated useful lives.


		September 30, 2025
(in thousands)	Useful Lives	Cost		Accumulated Amortization		Net Book Value (1)
Client-related	4 - 10 years	$	63,161	$	( 62,476 )	$	685
Technology	2 - 10 years	68,115		( 66,971 )		1,144
Other	1 - 5 years	5,361		( 5,361 )		—
		$	136,637	$	( 134,808 )	$	1,829

(1) Included in other long-term assets.


		December 31, 2024
(in thousands)	Useful Lives	Cost		Accumulated Amortization		Net Book Value (1)
Client-related	4 - 10 years	$	63,107	$	( 61,395 )	$	1,712
Technology	2 - 10 years	68,115		( 65,995 )		2,120
Other	1 - 5 years	5,361		( 5,361 )		—
		$	136,583	$	( 132,751 )	$	3,832

(1) Included in other long-term assets.

Future estimated amortization of intangible assets:


(in thousands)	September 30, 2025
Remainder of 2025	$	627
2026	874
2027	328
	$	1,829

Amortization of intangible assets:


	Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands)	2025		2024		2025		2024
Cost of revenue	$	284	$	357	$	975	$	1,425
Selling and marketing	343		343		1,028		1,028

	$	627	$	700	$	2,003	$	2,453

PEGASYSTEMS INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

NOTE 7. OTHER ASSETS AND LIABILITIES

Other current assets


(in thousands)	September 30, 2025		December 31, 2024
Prepaid expenses	$	39,970	$	38,155
Income tax receivables	56,332		58,359
Contract assets	22,465		13,498
Indirect tax receivable	1,954		2,488
Capped call transactions	—		223
Restricted cash	—		98
Other	3,070		2,357
	$	123,791	$	115,178

Other long-term assets


(in thousands)	September 30, 2025		December 31, 2024
Deferred commissions	$	99,423	$	105,405
Right of use assets	59,397		62,429
Property and equipment	43,036		41,806
Venture investments	20,214		21,234
Contract assets	28,588		18,321
Income taxes receivable	14,270		13,299
Intangible assets	1,829		3,832

Deferred income taxes	3,973		4,268
Restricted cash	5,103		4,328
Other	17,884		17,127
	$	293,717	$	292,049

Accrued expenses


(in thousands)	September 30, 2025		December 31, 2024

Cloud hosting	$	16,445	$	1,802
Outside professional services	18,187		10,639
Marketing and sales program	1,472		2,150
Income and other taxes	4,653		5,055
Employee related	5,692		4,833
Repurchases of common stock unsettled	—		1,500
Other	5,408		5,565
	$	51,857	$	31,544

Other current liabilities


(in thousands)	September 30, 2025		December 31, 2024
Operating lease liabilities	$	14,424	$	14,551
Dividends payable	5,116		2,583
Other	1,591		1,732
	$	21,131	$	18,866

Other long-term liabilities


(in thousands)	September 30, 2025		December 31, 2024
Deferred revenue	$	2,457	$	2,121
Income taxes payable	20,983		15,956
Other	12,662		11,011
	$	36,102	$	29,088

PEGASYSTEMS INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

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, 2024. The CODM uses consolidated net income (loss) to set financial performance targets, assess performance, and make expense allocation decisions.


	Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands)	2025		2024		2025		2024
Total revenue	$	381,350	$	325,050	$	1,241,495	$	1,006,350
Total cost of revenue	105,893		96,706		317,917		288,310
Selling	119,764		109,952		354,932		331,915
Marketing	20,365		17,717		70,397		63,210
Research and development	78,756		74,157		231,826		221,695
General and administrative	42,108		35,694		107,724		84,641
Other segment items, net (1)	( 9,632 )		2,449		( 16,954 )		28,111
(Benefit from) provision for income taxes	( 19,268 )		2,765		16,790		8,369
Net income (loss)	$	43,364	$	( 14,390 )	$	158,863	$	( 19,901 )

(1) Includes Litigation settlement, net of recoveries, 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)	September 30, 2025				December 31, 2024
U.S.	$	37,433	87	%	$	37,405	89	%
International	5,603		13	%	4,401		11	%
	$	43,036	100	%	$	41,806	100	%

NOTE 9. LEASES

On January 1, 2025, the Company relocated its corporate headquarters to 225 Wyman Street, Waltham, Massachusetts.

Expense


	Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands)	2025		2024		2025		2024
Fixed lease costs	$	4,128	$	6,848	$	11,828	$	16,381
Short-term lease costs	420		381		1,330		1,334
Variable lease costs	1,351		1,863		4,909		5,235
	$	5,899	$	9,092	$	18,067	$	22,950

Right of use assets and lease liabilities


(in thousands)	September 30, 2025		December 31, 2024
Right of use assets (1)	$	59,397	$	62,429
Operating lease liabilities (2)	$	14,424	$	14,551
Long-term operating lease liabilities	$	62,402	$	67,647

(1) Included in other long-term assets.

(2) Included in other current liabilities.

PEGASYSTEMS INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

Weighted-average remaining lease term and discount rate for the Company’s leases were:


	September 30, 2025		December 31, 2024
Weighted-average remaining lease term	5.7 years		6.2 years
Weighted-average discount rate (1)	4.9	%	4.8	%

(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)	September 30, 2025
Remainder of 2025	$	4,615
2026	16,971
2027	15,494
2028	14,357
2029	11,343
2030	9,754
Thereafter	15,411
Total lease payments	87,945
Less: imputed interest (1)	( 11,119 )
	$	76,826

(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


	Nine Months Ended September 30,
(in thousands)	2025		2024
Cash paid for operating leases, net of tenant improvement allowances	$	14,502	$	13,249
Right of use assets recognized for new leases and amendments (non-cash)	$	4,765	$	12,290

NOTE 10. DEBT

Convertible senior notes and capped calls

Convertible senior notes

In February 2020, the Company issued Convertible Senior Notes (the "Notes") with an aggregate principal of $ 600 million, due March 1, 2025, in a private placement. No principal payments were due before maturity. The Notes accrued interest at an annual rate of 0.75 %, paid semi-annually in arrears on March 1 and September 1, beginning September 1, 2020. The remaining outstanding principal balance on the Notes and accrued interest totaling $ 469.6 million was repaid in its entirety at maturity during the three months ended March 31, 2025.

Conversion rights

The conversion rate was 14.809 shares of Common stock per $1,000 principal amount of the Notes, representing an initial conversion price of $ 67.53 per share of Common stock.

Carrying value of the Notes:


(in thousands)	September 30, 2025		December 31, 2024
Principal	$	—	$	467,864
Unamortized issuance costs	—		( 394 )
Convertible senior notes, net	$	—	$	467,470

Interest expense related to the Notes:


	Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands)	2025		2024		2025		2024
Contractual interest expense ( 0.75 % coupon)	$	—	$	941	$	595	$	2,825
Amortization of issuance costs	—		621		394		1,857
	$	—	$	1,562	$	989	$	4,682

PEGASYSTEMS INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

The average interest rate on the Notes during the three months ended March 31, 2025 and nine months ended September 30, 2024 was 1.2 %.

Capped call transactions

In February 2020, the Company entered into privately negotiated capped call transactions (the “Capped Call Transactions”) with certain financial institutions. The Capped Call Transactions initially covered approximately 8.8 million shares (representing the number of shares for which the Notes were initially convertible) of the Company’s Common Stock. As of December 31, 2024, Capped Call Transactions covering approximately 7 million shares were outstanding, and expired upon maturity of the Notes during the three months ended March 31, 2025.

Change in capped call transactions:


	Nine Months Ended September 30,
(in thousands)	2025		2024
January 1,	$	223	$	893

Fair value adjustment	( 223 )		( 667 )
September 30,	$	—	$	226

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. 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. Effective as of February 4, 2025, the Credit Facility was amended to extend the expiration date to February 4, 2027. As of September 30, 2025, the Company is compliant with all Credit Facility covenants.

As of September 30, 2025 and December 31, 2024, the Company had letters of credit of $ 26.7 million and $ 27.3 million, respectively, under the Credit Facility, however had no cash borrowings.

NOTE 11. RESTRUCTURING

The Company has undertaken the following restructuring activities as it optimizes its go-to-market strategy and reassesses its office space needs:


	Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands)	2025		2024		2025		2024
Employee severance and related costs	$	( 11 )	$	( 397 )	$	( 68 )	$	( 634 )
Office space reductions (1)	6		2,882		30		3,917
Restructuring	$	( 5 )	$	2,485	$	( 38 )	$	3,283

(1) These primarily relate to non-cash operating lease adjustments.

Restructuring activity:

Accrued employee severance and related costs:


	Nine Months Ended September 30,
(in thousands)	2025		2024
January 1,	$	2,000	$	8,095
Costs incurred	( 68 )		( 634 )
Cash disbursements	( 1,681 )		( 4,214 )
Currency translation adjustments	115		( 93 )
September 30, (1)	$	366	$	3,154

(1) Included in accrued compensation and related expenses.

PEGASYSTEMS INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

NOTE 12. FAIR VALUE MEASUREMENTS

Assets and liabilities measured at fair value on a recurring basis

The Company records its cash equivalents, marketable securities, capped call transactions, 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 fair value of the Capped Call Transactions at the end of each reporting period is determined using a Black-Scholes option-pricing model. The valuation model uses various market-based inputs, including stock price, remaining contractual term, expected volatility, risk-free interest rate, and expected dividend yield. The Company applied judgment when determining expected volatility. The Company considered the underlying equity security’s historical and implied volatility levels. The Capped Call Transactions expired upon maturity of the Notes during the three months ended March 31, 2025. 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.

Assets and liabilities measured at fair value on a recurring basis:


	September 30, 2025								December 31, 2024
(in thousands)	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
Cash equivalents	$	8,157	$	5,119	$	—	$	13,276	$	5,318	$	148,926	$	—	$	154,244
Marketable securities	$	—	$	202,663	$	—	$	202,663	$	—	$	402,870	$	—	$	402,870
Capped Call Transactions	$	—	$	—	$	—	$	—	$	—	$	223	$	—	$	223
Venture investments	$	—	$	—	$	20,214	$	20,214	$	—	$	—	$	21,234	$	21,234

Changes in venture investments:


	Nine Months Ended September 30,
(in thousands)	2025		2024
January 1,	$	21,234	$	19,450
New investments	13,129		350
Sales of investments	( 33,223 )		—
Changes in foreign exchange rates	129		106
Changes in fair value:
included in other (loss) income, net	19,480		1,628
included in other comprehensive income (loss)	( 535 )		( 362 )
September 30,	$	20,214	$	21,172

During the three months ended June 30, 2025, one of the Company’s investees was acquired by a privately held company. As a result, the Company received $ 33.2 million in consideration for its equity interest in the investee, composed of $ 22.1 million cash and $ 11.1 million of an ownership interest in the privately held company, and recognized a $ 18.7 million gain in excess of cost in other (loss) income, net on the condensed consolidated statements of operations.

The carrying value of certain financial instruments, including receivables and accounts payable, approximates fair value due to their short maturities.

Fair value of the Convertible Senior Notes

The fair value of the Notes outstanding (including the embedded conversion feature) was $ 463.9 million as of December 31, 2024. The Notes were repaid in full at maturity during the three months ended March 31, 2025.

The fair value was determined based on the Notes’ quoted price in an over-the-counter market on the last trading day of the reporting period and classified within Level 2 in the fair value hierarchy.

PEGASYSTEMS INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

NOTE 13. REVENUE

Geographic revenue

Revenues by geography are determined based on client location:


	Three Months Ended September 30,								Nine Months Ended September 30,
(Dollars in thousands)	2025				2024				2025				2024
U.S.	$	185,132	49	%	$	156,135	48	%	$	662,440	54	%	$	526,332	53	%
Other Americas	23,511		6	%	28,836		9	%	76,884		6	%	71,936		7	%
United Kingdom (“U.K.”)	53,099		14	%	37,593		12	%	134,475		11	%	108,338		11	%
Europe (excluding U.K.), Middle East, and Africa	64,410		17	%	60,048		18	%	202,886		16	%	175,255		17	%
Asia-Pacific	55,198		14	%	42,438		13	%	164,810		13	%	124,489		12	%
	$	381,350	100	%	$	325,050	100	%	$	1,241,495	100	%	$	1,006,350	100	%

Revenue streams


	Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands)	2025		2024		2025		2024
Pega Cloud	$	184,549	$	144,108	$	502,415	$	409,096
Maintenance	79,649		80,702		235,288		242,047
Consulting	56,394		54,364		174,639		160,451
Revenue recognized over time	320,592		279,174		912,342		811,594
Subscription license	60,600		45,420		327,118		193,405
Perpetual license	158		456		2,035		1,351
Revenue recognized at a point in time	60,758		45,876		329,153		194,756
Total revenue	$	381,350	$	325,050	$	1,241,495	$	1,006,350


	Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands)	2025		2024		2025		2024
Pega Cloud	$	184,549	$	144,108	$	502,415	$	409,096
Maintenance	79,649		80,702		235,288		242,047
Subscription services	264,198		224,810		737,703		651,143
Subscription license	60,600		45,420		327,118		193,405
Subscription	324,798		270,230		1,064,821		844,548
Consulting	56,394		54,364		174,639		160,451
Perpetual license	158		456		2,035		1,351
Total revenue	$	381,350	$	325,050	$	1,241,495	$	1,006,350

PEGASYSTEMS INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

Remaining performance obligations ("Backlog")

Expected future revenue from existing non-cancellable contracts:

As of September 30, 2025:


(Dollars in thousands)	Subscription services				Subscription license		Perpetual license		Consulting		Total
	Pega Cloud		Maintenance
1 year or less	$	609,511	$	199,651	$	46,228	$	158	$	43,979	$	899,527	51	%
1-2 years	319,940		71,730		4,404		—		2,478		398,552		23	%
2-3 years	164,125		48,668		746		—		114		213,653		12	%
Greater than 3 years	195,133		40,385		7,220		—		56		242,794		14	%
	$	1,288,709	$	360,434	$	58,598	$	158	$	46,627	$	1,754,526	100	%

As of September 30, 2024:


(Dollars in thousands)	Subscription services				Subscription license		Perpetual license		Consulting		Total
	Pega Cloud		Maintenance
1 year or less	$	495,637	$	188,905	$	38,175	$	2,252	$	54,203	$	779,172	53	%
1-2 years	310,020		63,701		9,686		317		3,062		386,786		26	%
2-3 years	146,877		26,436		3,046		—		2,008		178,367		12	%
Greater than 3 years	112,002		18,854		102		—		—		130,958		9	%
	$	1,064,536	$	297,896	$	51,009	$	2,569	$	59,273	$	1,475,283	100	%

NOTE 14. STOCKHOLDERS' EQUITY

Stock-based Compensation Expense


	Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands)	2025		2024		2025		2024
Cost of revenue	$	6,626	$	6,894	$	21,737	$	20,558
Selling and marketing	15,009		14,169		45,168		41,621
Research and development	7,914		7,308		23,789		22,779
General and administrative	13,492		8,842		30,502		23,260
	$	43,041	$	37,213	$	121,196	$	108,218
Income tax benefit	$	( 547 )	$	( 512 )	$	( 1,700 )	$	( 1,377 )

As of September 30, 2025, the Company had $ 129 million of unrecognized stock-based compensation expense, net of estimated forfeitures, which is expected to be recognized over a weighted-average period of 1.8 years.

Grants


	Nine Months Ended September 30, 2025
(in thousands)	Quantity	Total Fair Value
Restricted stock units (1)	2,055	$	82,098
Non-qualified stock options	3,296	$	53,132
Performance stock options (2)	1,362	$	35,324
Common stock	18	$	928

(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.

(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. The performance stock options granted in the nine months ended September 30, 2025 vest quarterly over two years , beginning after the achievement of specific performance conditions. The options expire ten years from the grant date.

PEGASYSTEMS INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

Stock repurchase program

On April 22, 2025, the Company’s Board of Directors extended the expiration date of the share repurchase program from December 31, 2025 to June 30, 2026 and increased the authorized repurchase amount by $ 500 million, bringing the total repurchase authorization to $ 810 million, of which $ 347.3 million remains available as of September 30, 2025.

During the nine months ended September 30, 2025, the Company repurchased 8.7 million of its common stock for $ 393.2 million at an average price per share of $ 44.97 . The share repurchase and authorization amounts disclosed within this Form 10-Q exclude the U.S. excise tax on share repurchases. All purchases under this program have been made on the open market.

Stock Split

On June 20, 2025, the Company effected the Stock Split of the Company’s Common Stock described above in “Note 1. Basis of Presentation”. All share and per share amounts in the Company’s unaudited condensed consolidated financial statements and in the accompanying notes for all prior periods presented have been recast to reflect the effect of the Stock Split.

NOTE 15. INCOME TAXES

Effective income tax rate


	Nine Months Ended September 30,
(Dollars in thousands)		2025			2024
(Benefit from) provision for income taxes		$	16,790		$	8,369
Effective income tax rate		10		%	( 73 )		%

The Company’s effective income tax rate for the nine months ended September 30, 2025, was impacted by excess tax benefits from stock-based compensation, and by the enactment of the One Big Beautiful Bill Act (“OBBBA”) on July 4, 2025. The OBBBA introduced several U.S. tax law changes, including the ability to immediately expense domestic research and experimental (“R&E”) expenditures starting in 2025, and an election to accelerate any unamortized domestic R&E expenditures over a one or two year period beginning with the 2025 tax year. In accordance with ASC 740, Accounting for Income Taxes , the impacts of the OBBBA are reflected in the Company’s results for the quarter ended September 30, 2025. The enactment of the OBBBA reduced the Company’s forecasted U.S. income tax expense for 2025. However, the changes did not affect the Company’s U.S. deferred tax assets or liabilities, as the Company continues to maintain a full valuation allowance against those balances.

The Company recognizes deferred tax assets to the extent that it believes that these assets are more likely than not to be realized. Future realization of deferred tax assets ultimately depends on sufficient taxable income within the available carryback or carryforward periods. The Company’s deferred tax valuation allowance requires significant judgment and has uncertainties, including assumptions about future taxable income based on historical and projected information. In assessing the Company’s ability to realize its net deferred tax assets, the Company considered various factors including future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies and recent financial results to determine whether it is more likely than not that some portion or all of its net deferred tax assets will not be realized.

The Company intends to maintain a valuation allowance on its U.S. and U.K. net deferred tax assets until positive sufficient evidence exists to support their realization. Given the Company’s recent earnings, the Company believes that there is a reasonable possibility that in a near future period sufficient positive evidence may become available to allow the Company to reach a conclusion that a substantial portion of the valuation allowance will no longer be needed. However, the exact timing and amount of the valuation allowance release are subject to significant judgment. Release of the valuation allowance would result in the recognition of certain deferred tax assets and a decrease to income tax expense for the period the release is recorded.

PEGASYSTEMS INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

NOTE 16. EARNINGS (LOSS) PER SHARE

Basic earnings (loss) per share is calculated using the weighted-average number of common shares outstanding during the period. Diluted earnings (loss) 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 Notes.

Calculation of earnings (loss) per share:


	Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands, except per share amounts) (1)	2025		2024		2025		2024
Net income (loss)	$	43,364	$	( 14,390 )	$	158,863	$	( 19,901 )
Weighted-average common shares outstanding	170,567		171,250		171,045		170,036
Earnings (loss) per share, basic	$	0.25	$	( 0.08 )	$	0.93	$	( 0.12 )

Net income (loss)	$	43,364	$	( 14,390 )	$	158,863	$	( 19,901 )
Notes - interest expense, net of tax	—		—		742		—
Numerator for diluted EPS	$	43,364	$	( 14,390 )	$	159,605	$	( 19,901 )
Weighted-average effect of dilutive securities:
Notes	—		—		1,599		—
Stock options	10,113		—		8,971		—
RSUs	3,415		—		3,390		—
Effect of dilutive securities	13,528		—		13,960		—
Weighted-average common shares outstanding, assuming dilution (2) (3) (4)	184,095		171,250		185,005		170,036
Earnings (loss) per share, diluted	$	0.24	$	( 0.08 )	$	0.86	$	( 0.12 )

Outstanding anti-dilutive stock options and RSUs (5)	54		9,056		267		7,364

(1) The number of shares and per share amounts have been recast for all prior periods presented to reflect the effect of the Company’s Stock Split effected in the form of a stock dividend distributed on June 20, 2025.

(2) All securities are excluded when their inclusion would be anti-dilutive.

(3) 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.

(4) 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.

(5) 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 (loss) per share. These awards may be dilutive in the future.

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. The Company had no accrued losses for litigation for the below matters as of September 30, 2025 and December 31, 2024.

PEGASYSTEMS INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

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 (the “Court”) 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 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 on Appian’s Virginia Uniform Trade Secrets Act claim and ordered a new trial on that claim. 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 parties have completed briefing before the Supreme Court of Virginia. The Supreme Court of Virginia is scheduled to hear oral argument on the parties’ substantive appellate briefs on October 28, 2025. 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 appellate proceedings and/or any potential new trial resulting from the appellate proceedings.

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

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. The plaintiffs filed a brief in opposition to the motion to dismiss on April 10, 2025. The defendants filed a reply brief in support of the motion to dismiss on April 10, 2025. 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 all claims against Ken Stillwell, except for the plaintiffs’ control person liability claims; and (iii) took the motion to dismiss under advisement as to all other claims. The parties are awaiting a written order ruling on the motion to dismiss as to the remaining claims.

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

PEGASYSTEMS INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

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.

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.

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.

PEGASYSTEMS INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

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 and the parties’ are awaiting entry of a judgment of dismissal.

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.

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.

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. and associated legal proceedings;

• 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, 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 October 21, 2025.

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. With Pega, our 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 GenAI Blueprint TM (“Blueprint”) to rapidly prototype and accelerate the development and deployment of applications quickly and collaboratively.

Our target clients are Global 2000 organizations and government agencies that require solutions to distinguish themselves in the markets they serve. Our solutions achieve and facilitate differentiation by increasing business agility, driving growth, 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:

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)	September 30, 2024		September 30, 2025		Change				Constant Currency Change
Pega Cloud	$	640,574	$	815,370	$	174,796	27	%	27	%
Maintenance	306,753		296,955		(9,798)		(3)	%	(4)	%
Subscription services	947,327		1,112,325		164,998		17	%	17	%
Subscription license	412,678		444,601		31,923		8	%	8	%
	$	1,360,005	$	1,556,926	$	196,921	14	%	14	%

Reconciliation of ACV and constant currency ACV


(in millions, except percentages)	September 30, 2024		September 30, 2025		1-Year Change
ACV	$	1,360	$	1,557	14	%
Impact of changes in foreign exchange rates	—		(5)
Constant currency ACV	$	1,360	$	1,552	14	%

Note: Constant currency ACV is calculated by applying the September 30, 2024 foreign exchange rates to current period shown.

Cash Flow


(Dollars in thousands)	Nine Months Ended September 30,				Change
	2024		2025
Cash provided by operating activities	$	250,697	$	346,796	38	%
Investment in property and equipment	(4,921)		(8,485)
Free cash flow (1)	$	245,776	$	338,311	38	%

Supplemental information (2)
Litigation settlement, net of recoveries	$	32,403	$	—
Legal fees	9,232		15,022
Restructuring	4,214		1,681
Interest paid on convertible senior notes	3,767		1,754

Income taxes, net of refunds	32,246		7,993
	$	81,862	$	26,450

(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.

• Litigation settlement, net of recoveries : Cost to settle litigation, net of insurance recoveries, arising from proceedings outside the ordinary course of business. See "Note 20. Commitments And Contingencies" in Item 8 of our Annual Report filed on Form 10-K for the year ended December 31, 2024 and prior filings for further information.

• 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 paid 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.

Remaining performance obligations (“Backlog”)

Reconciliation of Backlog and Constant Currency Backlog (Non-GAAP)


(in millions, except percentages)	September 30, 2024		September 30, 2025		1-Year Growth Rate
Backlog - GAAP	$	1,475	$	1,755	19	%
Impact of changes in foreign exchange rates	—		(10)
Constant currency backlog	$	1,475	$	1,745	18	%

Note: Constant currency Backlog is calculated by applying the September 30, 2024 foreign exchange rates to current period shown.

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, 2024:

• “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, 2024.

RESULTS OF OPERATIONS

Revenue


(Dollars in thousands)	Three Months Ended September 30,								Change				Nine Months Ended September 30,								Change
	2025				2024								2025				2024
Pega Cloud	$	184,549	48	%	$	144,108	44	%	$	40,441	28	%	$	502,415	40	%	$	409,096	41	%	$	93,319	23	%
Maintenance	79,649		21	%	80,702		25	%	(1,053)		(1)	%	235,288		20	%	242,047		24	%	(6,759)		(3)	%
Subscription services	264,198		69	%	224,810		69	%	39,388		18	%	737,703		60	%	651,143		65	%	86,560		13	%
Subscription license	60,600		16	%	45,420		14	%	15,180		33	%	327,118		26	%	193,405		19	%	133,713		69	%
Subscription	324,798		85	%	270,230		83	%	54,568		20	%	1,064,821		86	%	844,548		84	%	220,273		26	%
Consulting	56,394		15	%	54,364		17	%	2,030		4	%	174,639		14	%	160,451		16	%	14,188		9	%
Perpetual license	158		—	%	456		—	%	(298)		(65)	%	2,035		—	%	1,351		—	%	684		51	%
	$	381,350	100	%	$	325,050	100	%	$	56,300	17	%	$	1,241,495	100	%	$	1,006,350	100	%	$	235,145	23	%

• The increases in Pega Cloud revenue in the three and nine months ended September 30, 2025 were primarily due to expanded adoption of Pega Cloud by our clients.

• The decreases in maintenance revenue in the three and nine months ended September 30, 2025 were primarily due to our clients’ shift to Pega Cloud-based offerings, which do not result in maintenance revenue.

• The increases in subscription license revenue in the three and nine months ended September 30, 2025 were primarily due to several large multi-year contracts recognized in revenue in the three and nine months ended September 30, 2025.

• The increases in consulting revenue in the three and nine months ended September 30, 2025 were primarily due to increases in consultant billable hours in our International regions.

Gross profit


(Dollars in thousands)	Three Months Ended September 30,								Change				Nine Months Ended September 30,								Change
	2025				2024								2025				2024
Pega Cloud	$	146,811	80	%	$	113,625	79	%	$	33,186	29	%	$	396,450	79	%	$	319,261	78	%	$	77,189	24	%
Maintenance	74,409		93	%	74,317		92	%	92		—	%	218,637		93	%	222,952		92	%	(4,315)		(2)	%
Subscription services	221,220		84	%	187,942		84	%	33,278		18	%	615,087		83	%	542,213		83	%	72,874		13	%
Subscription license	60,286		99	%	45,036		99	%	15,250		34	%	326,058		100	%	191,901		99	%	134,157		70	%
Subscription	281,506		87	%	232,978		86	%	48,528		21	%	941,145		88	%	734,114		87	%	207,031		28	%
Consulting	(6,207)		(11)	%	(5,087)		(9)	%	(1,120)		(22)	%	(19,596)		(11)	%	(17,413)		(11)	%	(2,183)		(13)	%
Perpetual license	158		100	%	453		99	%	(295)		(65)	%	2,029		100	%	1,339		99	%	690		52	%
	$	275,457	72	%	$	228,344	70	%	$	47,113	21	%	$	923,578	74	%	$	718,040	71	%	$	205,538	29	%

• The increases in Pega Cloud gross profit percent in the three and nine months ended September 30, 2025 were primarily due to increased hosting cost efficiencies as Pega Cloud continues to grow and scale and a reallocation of certain headcount from Pega Cloud to Maintenance to align with the change in the nature of their responsibilities.

• The decrease in consulting gross profit percent in the three months ended September 30, 2025 was primarily due to an increase in compensation and benefits of $2 million, and contracted services of $1.3 million. Consulting gross profit percent remained flat in the nine months ended September 30, 2025 as an increase in consultant utilization rates were offset by an increase in compensation and benefits of $9.4 million, and contracted services of $5.5 million.

Operating expenses


(Dollars in thousands)	Three Months Ended September 30,						Change				Nine Months Ended September 30,						Change
	2025			2024							2025			2024
Selling and marketing	$	140,129		$	127,669		$	12,460	10	%	$	425,329		$	395,125		$	30,204	8	%
% of Revenue	37		%	39		%					34		%	39		%
Research and development	$	78,756		$	74,157		$	4,599	6	%	$	231,826		$	221,695		$	10,131	5	%
% of Revenue	21		%	23		%					19		%	22		%
General and administrative	$	42,108		$	35,694		$	6,414	18	%	$	107,724		$	84,641		$	23,083	27	%
% of Revenue	11		%	11		%					9		%	8		%
Litigation settlement, net of recoveries	$	—		$	—		$	—	*		$	—		$	32,403		$	(32,403)	*
% of Revenue	—		%	—		%					—		%	3		%
Restructuring	$	(5)		$	2,485		$	(2,490)	*		$	(38)		$	3,283		$	(3,321)	*
% of Revenue	—		%	1		%					—		%	—		%

* Not meaningful

• The increases in selling and marketing in the three and nine months ended September 30, 2025 were primarily due to increases in compensation and benefits of $10.4 million and $22 million, respectively, attributable to increases in headcount and incentive compensation.

• The increases in research and development in the three and nine months ended September 30, 2025 were primarily due to increases in compensation and benefits of $3.7 million and $7.6 million, respectively, attributable to increases in headcount and incentive compensation.

• The increases in general and administrative in the three and nine months ended September 30, 2025 were primarily due to increases in compensation and benefits of $6.5 million and $12.4 million, respectively, attributable to equity compensation and a reallocation of certain headcount from research and development to general and administrative to align with the change in the nature of their responsibilities. In the nine months ended September 30, 2025, we experienced an increase of $8.8 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.

• The decrease in litigation settlement, net of recoveries in the nine months ended September 30, 2025 was primarily due to the cost to settle litigation arising from proceedings outside the ordinary course of business in the nine months ended September 30, 2024. See “Note 20. Commitments and Contingencies” in Item 8 of our Annual Report filed on Form-10K for the year ended December 31, 2024 and prior filings for further information.

Other income and expenses


(Dollars in thousands)	Three Months Ended September 30,				Change				Nine Months Ended September 30,				Change
	2025		2024						2025		2024
Foreign currency transaction gain (loss)	$	7,154	$	(4,405)	$	11,559	*		$	(12,179)	$	(7,230)	$	(4,949)	(68)	%
Interest income	2,660		6,769		(4,109)		(61)	%	11,243		18,835		(7,592)		(40)	%
Interest expense	(144)		(1,639)		1,495		91	%	(1,172)		(5,047)		3,875		77	%
(Loss) on capped call transactions	—		(689)		689		100	%	(223)		(667)		444		67	%
Other (loss) income, net	(43)		—		(43)		*		19,247		1,684		17,563		1043	%
	$	9,627	$	36	$	9,591	26642	%	$	16,916	$	7,575	$	9,341	123	%

* Not meaningful

• The changes in foreign currency transaction gain (loss) in the three and nine months ended September 30, 2025 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 decreases in interest income in the three and nine months ended September 30, 2025 were primarily due to lower investment balances as a result of the repayment of the Notes at maturity on March 3, 2025.

• The decreases in interest expense in the three and nine months ended September 30, 2025 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 increase in other (loss) income, net in the nine months ended September 30, 2025 was primarily due to the gain from the partial sale of a venture investment. For additional information, see "Note 12. Fair Value Measurements" in Part I, Item 1 of this Quarterly Report.

(Benefit from) provision for income taxes


	Nine Months Ended September 30,
(Dollars in thousands)		2025			2024
(Benefit from) provision for income taxes		$	16,790		$	8,369
Effective income tax rate		10		%	(73)		%

Our effective income tax rate for the nine months ended September 30, 2025, was impacted by excess tax benefits from stock-based compensation, and by the enactment of the One Big Beautiful Bill Act (“OBBBA”) on July 4, 2025. The OBBBA introduced several U.S. tax law changes, including the ability to immediately expense domestic research and experimental (“R&E”) expenditures starting in 2025, and an election to accelerate any unamortized domestic R&E expenditures over a one or two year period beginning with the 2025 tax year. In accordance with ASC 740, Accounting for Income Taxes , the impacts of the OBBBA are reflected in our results for the quarter ended September 30, 2025. The enactment of the OBBBA reduced our forecasted U.S. income tax expense for 2025. However, the changes did not affect our U.S. deferred tax assets or liabilities, as we continue to maintain a full valuation allowance against those balances.

The Organization for Economic Cooperation and Development (“OECD”) has introduced new global minimum tax regulations, known as Pillar Two, that was supported by over 130 countries worldwide. Certain aspects of Pillar Two are effective for tax years beginning on or after January 1, 2024. Although the U.S. has not enacted legislation to adopt Pillar Two, certain countries in which we operate have already adopted, or are in the process of adopting, legislation to implement Pillar Two. We do not expect this legislation to have a material impact on our consolidated financial statements. We will continue to monitor and evaluate new legislation and guidance, which could change our current assessment.

LIQUIDITY AND CAPITAL RESOURCES


	Nine Months Ended September 30,
(in thousands)	2025		2024
Cash provided by (used in):
Operating activities	$	346,796	$	250,697
Investing activities	214,897		(215,999)
Financing activities	(756,391)		26,949
Effect of exchange rate changes on cash, cash equivalents, and restricted cash	6,971		4,591
Net (decrease) increase in cash, cash equivalents, and restricted cash	$	(187,727)	$	66,238


(in thousands)	September 30, 2025		December 31, 2024
Held in U.S. entities	$	72,252	$	474,509
Held in foreign entities	279,110		265,464
Total cash, cash equivalents, and marketable securities	351,362		739,973
Restricted cash included in other current assets	—		98
Restricted cash included in other long-term assets	5,103		4,328
Total cash, cash equivalents, marketable securities, and restricted cash	$	356,465	$	744,399

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 is impracticable due to the complexity of income tax laws and regulations.

Operating activities

The change in cash provided by operating activities in the nine months ended September 30, 2025 was primarily due to increase in client collections.

Investing activities

The change in cash provided by (used in) investing activities in the nine months ended September 30, 2025 was primarily due to scheduled maturities of our investments in financial instruments in anticipation of the repayment of the maturing Notes and the consideration received from the sale of a venture investment.

Financing activities

Debt financing

In February 2020, we issued $600 million in aggregate principal amount of Notes, which matured on March 1, 2025. As of December 31, 2024, we had $468 million in aggregate principal amount of Notes outstanding, which were repaid in their entirety at maturity. For additional information, see "Note 10. Debt" in Part I, Item 1 of this Quarterly Report.

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 September 30, 2025 and December 31, 2024, we had letters of credit of $26.7 million and $27.3 million, respectively, under the Credit Facility, however 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)	Nine Months Ended September 30, 2025
December 31, 2024	$	240,443
Authorizations (2)	500,000
Repurchases (3)	(393,189)
September 30, 2025	$	347,254

(1) Amounts presented are exclusive of the U.S. excise tax on share repurchases.

(2) On April 22, 2025, the Company’s Board of Directors extended the expiration date of the share repurchase program from December 31, 2025 to June 30, 2026 and increased the authorized repurchase amount by $500 million.

(3) All purchases under this program have been made on the open market.

Common stock repurchases


	Nine Months Ended September 30,
	2025			2024
(in thousands)	Shares	Amount		Shares	Amount
Repurchases paid	8,743	$	393,189	328	$	11,249
Repurchases unpaid at period end	—	—		14	500
Stock repurchase program (1)	8,743	393,189		342	11,749
Tax withholdings for net settlement of equity awards	250	12,644		96	2,987
	8,993	$	405,833	438	$	14,736

(1) Amounts presented are exclusive of the U.S. excise tax on share repurchases.

During the nine months ended September 30, 2025 and 2024, instead of receiving cash from the equity holders, we withheld shares with a value of $16.2 million and $3.3 million, respectively, for the exercise price of options. These amounts are not included in the table above.

Dividends

Following the Stock Split and commencing with the third quarter of 2025, we intend to pay a quarterly cash dividend of $0.03 per share, or the equivalent of $0.06 per share prior to the Stock Split. However, the Board of Directors may terminate or modify the dividend program without prior notice.


	Nine Months Ended September 30,
(in thousands)	2025		2024
Dividend payments to stockholders	$	10,306	$	7,626

Contractual obligations

As of September 30, 2025, our contractual obligations were:


	Payments due by period
(in thousands)	Remainder of 2025		2026		2027		2028		2029		2030 and after		Other		Total
Purchase obligations (1)	$	25,483	$	163,337	$	184,290	$	45,931	$	493	$	510	$	—	$	420,044
Operating lease obligations	4,615		16,971		15,494		14,357		11,343		25,165		—		87,945
Venture investment commitments (2)	500		500		—		—		—		—		—		1,000
Liability for uncertain tax positions (3)	—		—		—		—		—		—		20,983		20,983
	$	30,598	$	180,808	$	199,784	$	60,288	$	11,836	$	25,675	$	20,983	$	529,972

(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:


	Nine Months Ended September 30,
	2025		2024
(Decrease) in revenue	(4)	%	(4)	%
(Decrease) in net income	(4)	%	(23)	%

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.

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:


	Nine Months Ended September 30,
(in thousands)	2025		2024
Foreign currency (loss)	$	(30,790)	$	(12,771)

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 September 30, 2025. 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 September 30, 2025.

(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 September 30, 2025 that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.

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, 2024, 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 September 30, 2025:


(in thousands, except per share amounts)	Total Number of Shares Purchased (2) (3)	Average Price Paid per Share (2)(3)		Total Number of Shares Purchased as Part of Publicly Announced Share Repurchase Program (3)	Approximate Dollar Value of Shares That May Yet Be Purchased at Period End Under Publicly Announced Share Repurchased Programs (4)(5)
July 1, 2025 - July 31, 2025	551	$	58.50	378	$	467,254
August 1, 2025 - August 31, 2025	2,312	$	52.28	2,297	$	347,254
September 1, 2025 - September 30, 2025	67	$	57.32	—	$	347,254
	2,930	$	53.57	2,675

(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) All share and per share amounts have been recast to reflect the effect of the Company’s Stock Split on June 20, 2025.

(4) On April 22, 2025, the Company’s Board of Directors extended the expiration date of the share repurchase program from December 31, 2025 to June 30, 2026 and increased the authorized repurchase amount by $500 million.

(5) 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 August 12, 2025 , Kenneth Stillwell , our Chief Operating Officer and Chief Financial Officer , 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 December 31, 2026 , subject to early termination for certain specified events set forth in the arrangement.

Other than as disclosed above, during the three months ended September 30, 2025, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

ITEM 6. EXHIBITS

Exhibit No.

Description

Incorporation by Reference

Filed Herewith

Form

Location

Filing Date

3.1

Restated Articles of Organization of the Registrant and Amendments thereto

8-K

3.1

June 18, 2025

3.2

Amended and Restated Bylaws of Pegasystems Inc.

8-K

3.2

June 15, 2020

10.1

Compensation Program for non-employee members of the Registrant’s Board of Directors ++

31.1

Certification pursuant to Exchange Act Rules 13a-14 and 15d-14 of the Chief Executive Officer.

31.2

Certification pursuant to Exchange Act Rules 13a-14 and 15d-14 of the Chief Financial Officer.

Certification pursuant to 18 U.S.C. Section 1350 of the Chief Executive Officer and the Chief Financial Officer.

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.

101.SCH

Inline XBRL Taxonomy Extension Schema Document.

101.CAL

Inline XBRL Taxonomy Calculation Linkbase Document.

101.DEF

Inline XBRL Taxonomy Extension Definition Linkbase Document.

101.LAB

Inline XBRL Taxonomy Label Linkbase Document.

101.PRE

Inline XBRL Taxonomy Presentation Linkbase Document.

104

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

+ 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.

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:	October 21, 2025	By:	/s/ KENNETH STILLWELL
			Kenneth Stillwell
			Chief Operating Officer and Chief Financial Officer
			(Principal Financial Officer)

TABLE OF CONTENTS

Part I - Financial Information Item 1. Financial Statements Note 1. Basis Of Presentation Note 2. New Accounting Pronouncements Note 3. Marketable Securities Note 4. Receivables, Contract Assets, and Deferred Revenue Note 5. Deferred Commissions Note 6. Goodwill and Other Intangibles Note 7. Other Assets and Liabilities Note 8. Segment Information Note 9. Leases Note 10. Debt Note 11. Restructuring Note 12. Fair Value Measurements Note 13. Revenue Note 14. Stockholders' Equity Note 15. Income Taxes Note 16. Earnings (loss) Per Share Note 17. Commitments and Contingencies 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

Exhibits

3.1 Restated Articles of Organization of the Registrant and Amendments thereto 8-K 3.1 June 18, 2025 3.2 Amended and Restated Bylaws of Pegasystems Inc. 8-K 3.2 June 15, 2020 10.1 Compensation Program for non-employee members of the Registrants Board of Directors++ 31.1 Certification pursuant to Exchange Act Rules 13a-14 and 15d-14 of the Chief Executive Officer. 31.2 Certification pursuant to Exchange Act Rules 13a-14 and 15d-14 of the Chief Financial Officer. 32 Certification pursuant to 18 U.S.C. Section 1350 of the Chief Executive Officer and the Chief Financial Officer. +

PEGA 10-Q Quarter ended Sept. 30, 2025

Exhibits