[8-K] Pegasystems Inc Reports Material Event

Rhea-AI Filing Summary

Pegasystems (NASDAQ: PEGA) has completed its previously announced two-for-one forward stock split, effective June 20, 2025. The stock began trading on a post-split basis on June 23, 2025.

Key details of the corporate action include:

• Shareholders received one additional share for each share held as of the June 10, 2025 record date
• The company increased its authorized share count from 200 million to 400 million shares
• Shareholders approved the required Charter Amendment on June 17, 2025
• Proportionate adjustments were made to equity incentive plans, including:
  • Number of shares issuable under equity plans
  • Shares underlying outstanding equity awards
  • Exercise prices of outstanding stock options

This corporate action represents a material modification to security holder rights but does not change shareholders' proportional ownership in the company.

Positive

• Company completed a 2-for-1 stock split, improving stock liquidity and potentially making shares more accessible to retail investors
• Shareholders approved doubling of authorized shares from 200M to 400M, providing flexibility for future corporate actions

Negative

• None.

Insights

Securities Analyst

Pegasystems completed a two-for-one stock split, potentially improving share liquidity and accessibility for investors.

Pegasystems has completed its previously announced two-for-one forward stock split, executed as a stock dividend, along with doubling its authorized share count from 200 million to 400 million shares. Shareholders who owned stock as of the June 10, 2025 record date received one additional share for each share held, with the distribution occurring on June 20 and post-split trading beginning June 23.

This stock split is primarily a technical adjustment that doesn't change the company's underlying fundamentals or market capitalization. However, it effectively halves the per-share price, potentially making PEGA shares more accessible to retail investors and employees while possibly improving trading liquidity. The doubled authorized share count provides Pegasystems with greater flexibility for future capital raises, acquisitions, employee compensation, or other strategic initiatives.

The filing also notes that proportionate adjustments have been made to the company's equity incentive plans and outstanding equity awards, ensuring that the economic value of these instruments remains unchanged despite the split. For investors, while this action doesn't directly create value, it signals management's confidence in future growth prospects and commitment to maintaining an optimal trading range for their shares.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549 

____________________

 FORM 8-K

____________________

Current Report

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 20, 2025

____________________

PEGASYSTEMS INC.

(Exact name of Registrant as specified in its charter)

____________________

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

225 Wyman Street, Waltham, MA 02451

(Address of principal executive offices, including zip code)

(617) 374-9600

(Registrant’s telephone number, including area code)

Not Applicable

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

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

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

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

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

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

                                                Emerging growth company ☐

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

Item 3.03. Material Modification to Rights of Security Holders.

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

Item 8.01. Other Events.

As previously disclosed in the Forms 8-K filed on February 12, 2025 and June 18, 2025 by Pegasystems Inc. (the “Company”) with the Securities and Exchange Commission (the “SEC”), 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 Stock Split and the Authorized Share Increase were subject to shareholder approval of an amendment to the Company’s Restated Articles of Organization (the "Charter Amendment”) and the filing of the Charter Amendment with the Secretary of State of the Commonwealth of Massachusetts. The requisite shareholder approval was obtained on June 17, 2025 and the Charter Amendment was then filed on June 17, 2025.

Accordingly, as previously disclosed in the Form 8-K filed on February 12, 2025 and June 18, 2025 by the Company with the SEC, every one share of Common Stock outstanding on June 10, 2025, the record date for the Stock Split, received one additional share of Common Stock for each share of Common Stock held on the record date. The distribution occurred on June 20, 2025, and the Common Stock began trading on a post-split basis on June 23, 2025.

As a result of the Stock Split, proportionate adjustments have been made to the number of shares of Common Stock issuable under the Company’s equity incentive plans and the number of shares underlying outstanding equity awards, as well as to the exercise price of any outstanding stock options.

Item 9.01     Financial Statements and Exhibits

Exhibit No.						Description
104						Cover Page Interactive Data File (formatted as Inline XBRL)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

						Pegasystems Inc.
Dated:			June 23, 2025			By:			/s/ Matthew J. Cushing
									Matthew J. Cushing
									Senior Vice President, Chief Commercial Officer, General Counsel and Secretary

FAQ

What is PEGA's stock split ratio announced in June 2025?

PEGA announced a two-for-one forward stock split to be effected as a stock dividend. This means shareholders received one additional share of Common Stock for each share held on the record date of June 10, 2025.

When did PEGA's stock begin trading on a post-split basis?

PEGA's Common Stock began trading on a post-split basis on June 23, 2025, following the distribution of additional shares on June 20, 2025.

How many authorized shares did PEGA increase to after the 2025 stock split?

As part of the stock split, PEGA increased its number of authorized shares of Common Stock from 200,000,000 to 400,000,000 shares through an amendment to the Company's Restated Articles of Organization.

What changes were made to PEGA's equity incentive plans after the June 2025 stock split?

Following the stock split, PEGA made proportionate adjustments to the number of shares issuable under equity incentive plans, the number of shares underlying outstanding equity awards, and the exercise price of outstanding stock options.

When did PEGA shareholders approve the 2025 stock split?

PEGA shareholders approved the stock split and authorized share increase through a Charter Amendment on June 17, 2025, which was subsequently filed with the Secretary of State of the Commonwealth of Massachusetts on the same day.