エドガーで原本を確認する
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 3, 2025
PEGASYSTEMS INC.
(Exact name of Registrant as specified in its charter)
| Massachusetts | 1-11859 | 04-2787865 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
225 Wyman Street, Waltham, MA 02451
(Address of principal executive offices, including zip code)
(617) 374-9600
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading symbol(s) |
Name of each exchange on which registered |
||
| Common Stock, $.01 par value per share | PEGA | NASDAQ Global Select Market |
Indicate by check mark whether the Registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 7.01. | Regulation FD Disclosure |
Repayment of Convertible Notes Upon Maturity
On March 3, 2025, Pegasystems Inc. settled at maturity its outstanding 0.75% convertible senior notes (the “Notes”) for a cash payment of $469.6 million, being the principal and accrued interest thereon. There were no conversion requests for the Notes prior to the close of business on the second scheduled trading day immediately preceding the maturity date. The capped call transactions related to the Notes expired upon maturity of the Notes.
The information in this Item 7.01 is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, as amended, except as expressly set forth by specific reference in such a filing.
| Item 9.01. | Exhibits |
| 99.1 | Press release issued by the Corporation on March 3, 2025 | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL) | |
Signature(s)
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 hereunto duly authorized.
| Pegasystems Inc. | ||||||
| Date: March 3, 2025 | By: | /s/ Kenneth Stillwell |
||||
| Kenneth Stillwell | ||||||
| Chief Operating Officer and Chief Financial Officer (Principal Financial Officer) |
||||||
Exhibit 99.1
Pega Announces Repayment of Convertible Senior Notes at Maturity
Strategic Debt Fully Repaid as Pega Achieves Rule of 40 Status(1)
Waltham, Mass. – March 3, 2025 – Pegasystems Inc. (“Pega” or “the Company”) (NASDAQ: PEGA), The Enterprise Transformation Company™, today announced it has repaid in full the outstanding 0.75% Convertible Senior Notes (the “Convertible Notes”) due March 1, 2025 for a cash payment of $469.6 million.
The Convertible Notes, which were issued in February 2020 for an aggregate principal amount of $600 million, provided Pega with critical capital at a time when Pega was shifting from a traditional software licensing model to a subscription-based business.
“The full repayment of our remaining Convertible Notes represents a significant milestone in Pega’s transformation journey,” said Ken Stillwell, COO and CFO, Pega. “The capital raised through these Convertible Notes was instrumental in funding our subscription model transition.”
The repayment of the Convertible Notes comes as Pega recently achieved Rule of 40 status. “Becoming a Rule of 40 company and retiring our Convertible Notes demonstrates the strength of Pega’s business model and our commitment to maintaining a disciplined approach to capital allocation,“ added Stillwell.
Pega used cash-on-hand to repay the Convertible Notes and did not issue new debt in connection with the repayment.
Further information is set forth in the Current Report on Form 8-K filed by the Company with the U.S. Securities and Exchange Commission (the “SEC”) on March 3, 2025.
| (1) | Rule of 40 Status reflects the adjustments disclosed as supplemental information in Item 7 of the Annual Report on Form 10-K filed by Pegasystems Inc. with the SEC on February 12, 2025. |
About Pegasystems
Pega is The Enterprise Transformation Company that helps organizations Build for Change® with enterprise AI decisioning and workflow automation. Many of the world’s most influential businesses rely on our platform to solve their most pressing challenges, from personalizing engagement to automating service to streamlining operations. Since 1983, we’ve built our scalable and flexible architecture to help enterprises meet today’s customer demands while continuously transforming for tomorrow. For more information on Pega (NASDAQ: PEGA), visit www.pega.com.
All trademarks are the property of their respective owners.
Press Contact:
Lisa Pintchman
VP, Corporate Communications
lisa.pintchman@pega.com
617-866-6022
Twitter: @pega
Investor Contact:
Peter Welburn
VP, Corporate Development & Investor Relations
PegaInvestorRelations@pega.com
617-498-8968
All trademarks are the property of their respective owners.
2