Pegasystems 2025年度报告

ANNUALREPORTPURSUANTTOSECTION13OR15(d)OFTHESECURITIESEXCHANGEACTof1934Forthefiscal yearended December31,2025ORTRANSITIONREPORTPURSUANTTOSECTION13OR15(d)OFTHESECURITIESEXCHANGEACTof1934 Commission File No.1-11859 PEGASYSTEMS INC. (Exactnameof Registrantasspecifiedinitscharter) Indicate by check mark ifthe Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No Indicate by check mark whetherthe Registrant (I) hasfiled alreports requiredtobefled by Section13or15(d)ofthe Securities Exchange Actof1934during the preceding12months (orforsuch shorterperiod that the Registrant was required tofile suchreports)and (2)has been subject to suchfiling requirementsforthe past 90 days.YesNo Indicate by check mark whetherthe Registrant has submitted electronically every Interactive Data File required to be submited pursuant to Rule 405ofRegulation S-T duringthe preceding 12 months (or for such shorter period that the Registrant was required to submit such files). Yes No Indicateby check mark whethr the Rgistrant isalarge acceleratedfler,anacceleratedfiler,anon-acceleratedfer,asmallerreporting ompany,ormerging growhcompany.See the definitions of"large acceleratedfiler,”"accelerated fler,"smallerreporting company"and"emerging company,"in Rule 12b-2ofthe Exchange Act. Large accelerated filer 风Accelerated filerNon-accelerated filerSmaller reporting companyEmerging growth company If an emerging growth company, indicate by check mark ifthe Registrant has elected not to use the extended transition period for complying with any new or revised financialaccounting standards provided pursuant to Section 13(a) of the Exchange Act. Indicatebycheckmarkwhethertheregistranthasfiledarepoonandattestationtoitsmanagement'sassessmentoftheffctivenessofitsintemalcontroloverfinancialreporting under Section 404(b) ofthe Sarbanes-Oxley Act (15 U.S.C.7262(b) by the registered public accounting firm that prepared or issued its auditreport. If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect thecorrection 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-based compensation received by any of theregistrant'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). Yes No The aggregate market value ofthe Registrant's common stock held by non-affiliates,based upon theclosing price ofthe Registrant's common stock on the NASDAQ GlobalSelect Market of $54.13, on June 30, 2025 was approximately $5 billion. There were169,043,716 shares of the Registrant's common stock, S0.01 par value per share, outstanding on January 30, 2026. DOCUMENTS INCORPORATEDBY REFERENCE Portions ofthe Registrant's definitive proxy statement related toits 2026 annualmeeting ofstockholders tobefiled subsequently are incorporated by reference into Part Ilofthis report. PEGASYSTEMSINC. ANNUALREPORTONFORM10-K TABLEOFCONTENTS Item PARTI 1Business1ARisk Factors1BUnresolved Staff Comments1CCybersecurity2Properties3Legal Proceedings4Mine Safety Disclosures PART II 5MarketforRgistrant'sCommonEquity,Related StockholderMattersandIssuerPurchasesEquity Securiies236[Reserved]247Management's Discussion and Analysis ofFinancial Condition and Results ofOperations247AQuantitative and Qualitative Disclosures about Market Risk33Financial Statements and Supplementary Data349Changes in and Disagreements with Accountants on Accounting and Financial Disclosure67V6Controls and Procedures679BOther Information679CDisclosure Regarding Foreign Jurisdictions that Prevent Inspections67 PART III 10Directors, Executive Officers and Corporate Govermance11Executive Compensation12Security Ownership ofCertain Beneficial Owners and Management and Related Stockholder Matters13Certain Relationships and Related Transactions, and Director Independence14Principal Accountant Fees and Services 6868686868 PART IV15Exhibits and Financial Statement Schedules16Form 10-K Summary 6971 Signatures PARTI FORWARD-LOOKINGSTATEMENTS This Annual Report on Form 10-K ("Annual Report"), including without limitation,"Item 1. Business,""Item 1A. Risk Factors,""Item 5.Market for Registrant's Common Equity,Related Stockholder Matters and Issuer Purchases of Equity Securities,"and"Item7. Management's Discussion and Analysis of Financial Condition and Results ofOperations,"along with other reports that we havefiled withthe Securities and Exchange Commission ("SEC"),external documents, and oral presentations, contains or incorporates forward-lookingstatements within themeaning of the Private Securities Litigation ReformAct of1995, including our plansforgrowing ourbusiness, thesufficiency of our ca