Pegasystems Inc 2024年度报告

FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGEACT of 1934For the fiscal year ended December 31, 2024 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGEACT of 1934 Commission File No. 1-11859____________________ PEGASYSTEMS INC. (Exact name of Registrant as specified in its charter)____________________ (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)____________________ Name of each exchange on whichregistered Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file suchreports) and (2) has been subject to such filing requirements for the past 90 days. YesNo Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the Registrant was requiredto submit such files). YesNo Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of theeffectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) bythe registered public accounting firm that prepared or issued its audit report.If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.□Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).□Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YesNoThe aggregate market value of the Registrant’s common stock held by non-affiliates, based upon the closing price of theRegistrant’s common stock on the NASDAQ Global Select Market of $60.53, on June 30, 2024 was approximately $2.7 billion.There were 85,898,878 shares of the Registrant’s common stock, $0.01 par value per share, outstanding on January 31, 2025. DOCUMENTS INCORPORATED BY REFERENCE Portions of the Registrant’s definitive proxy statement related to its 2025 annual meeting of stockholders to be filed subsequently areincorporated by reference into Part III of this report. PEGASYSTEMS INC. ANNUAL REPORT ON FORM 10-K TABLE OF CONTENTS Item 1Business1ARisk Factors1BUnresolved Staff Comments1CCybersecurity2Properties3Legal Proceedings4Mine Safety Disclosures 5Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of EquitySecurities246[Reserved]257Management’s Discussion and Analysis of Financial Condition and Results of Operations257AQuantitative and Qualitative Disclosures about Market Risk338Financial Statements and Supplementary Data359Changes in and Disagreements with Accountants on Accounting and Financial Disclosure679AControls and Procedures679BOther Information679CDisclosure Regarding Foreign Jurisdictions that Prevent Inspections67 PART III 10Directors, Executive Officers and Corporate Governance6811Executive Compensation6812Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters68 13Certain Relationships and Related Transactions, and Director Independence6814Principal Accountant Fees and Services68PART IV15Exhibits and Financial Statement Schedules6916Form 10-K Summary70Signatures712 PART I FORWARD-LOOKING STATEMENTS This Annual Report on Form 10-K (“Annual Report”), including without limitation, “Item 1. Business,” “Item1A. Risk Factors,” “Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters andIssuer Purchases of Equity Securities,” and “Item 7. Management’s Discussion and Analysis of FinancialCondition and Results of Operations,” along with other reports that we have filed with the Securities andExchange Commission (“SEC”), external documents, and oral presentations, contains or incorporatesforward-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 andother similar expressions identify forward-looking statements. These statements represent our views onlyas of the date the statement was made and