Pegasystems (NASDAQ: PEGA) details 2026 bonus and RSU plan

Rhea-AI Filing Summary

Pegasystems Inc. adopted a 2026 incentive compensation plan for its executive officers that runs from January 1 through December 31, 2026. The plan funds a bonus pool based on company performance against “Corporate Goals,” with financial goals weighted 75% and strategic goals 25%.

The funding percentage must reach at least 70% for any bonuses to be paid, and can exceed 100% if the board approves an enhanced incentive. Executives may elect to take 50% of their target bonus in RSUs, calculated using 85% of the stock’s closing price, granted in March 2026 and vesting in 2027 subject to plan funding, continued employment, and individual performance.

8-K Event Classification

2 items: 5.02, 9.01

2 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

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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): February 9, 2026

____________________

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 5.02    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain         Officers; Compensatory Arrangements of Certain Officers

On February 9, 2026, the Compensation Committee of the Board of Directors of Pegasystems Inc. (the “Company”) approved the 2026 Section 16 Officer/ALT Member Corporate Incentive Compensation Plan (the “Incentive Plan”) for the executive officers of the Company (the “Executive Officers”).

The Incentive Plan covers the period from January 1, 2026 through December 31, 2026 (the “Incentive Period”). The Incentive Plan is designed to establish a pool of funds to be available for making bonus payments to the Executive Officers if the Company achieves certain performance goals (the “Corporate Goals”) during the Incentive Period. For purposes of the Incentive Plan, the Corporate Goals consist of financial goals weighted at 75% and strategic goals weighted at 25%. The percentage achievement of the Corporate Goals (the “Funding Percentage”) determines the extent to which the Incentive Plan is funded, except that if the Funding Percentage is less than 70% then the Incentive Plan will not be funded at all. If the Funding Percentage is greater than 100%, the Company may fund an enhanced incentive as determined by the Board of Directors in its discretion. Once the Funding Percentage has been determined, the actual incentive payment for each Executive Officer is conditioned on their continued active employment with the Company and may be adjusted based on their individual performance.

The Company permits each Executive Officer to elect to receive a portion of their 2026 bonus equal to 50% of their target Incentive Plan payment in the form of restricted stock units (“RSUs”) instead of in cash. For this purpose, the number of RSUs granted will be determined by dividing 50% of the Executive Officer’s target Incentive Plan payment by 85% of the closing price of the Company’s common stock on the date of grant. If elected, the RSU grant will occur in March 2026 and is subject to vest 100% on or about the Incentive Plan payout date in 2027 for all participants. Vesting is conditioned upon threshold funding of the Incentive Plan and, with respect to each Executive Officer, on continued active employment with the Company and the Executive Officer’s individual performance. If these conditions are not met, the RSU award will not vest and will expire.

The foregoing summary description of the Incentive Plan is qualified in its entirety by reference to Exhibit 10.1 to this Current Report on Form 8-K.

Item 9.01     Financial Statements and Exhibits

Exhibit No.						Description
10.1						2026 Section 16 Officer Corporate Incentive Compensation Plan
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:			February 12, 2026			By:			/s/ KENNETH STILLWELL
									Kenneth Stillwell
									Chief Operating Officer and Chief Financial Officer
									(Principal Financial Officer)

FAQ

What did Pegasystems (PEGA) disclose in this 8-K filing?

Pegasystems disclosed its 2026 executive incentive compensation plan. The plan sets performance-based bonus funding for Section 16 officers, tying payouts to financial and strategic goals during 2026, with options to receive part of bonuses as restricted stock units that vest in 2027.

How is the 2026 Pegasystems (PEGA) executive bonus pool funded?

The bonus pool is funded by achieving company performance goals. Corporate goals are weighted 75% financial and 25% strategic. A funding percentage is calculated, and if it is below 70% no pool is funded; above 100% allows a potential enhanced incentive at the board’s discretion.

What performance threshold must Pegasystems (PEGA) meet for 2026 bonuses?

Pegasystems must achieve at least a 70% funding percentage. The funding percentage reflects achievement of weighted financial and strategic corporate goals. If this percentage is under 70%, the 2026 incentive plan is not funded and no bonuses are paid from this plan to executive officers.

Can Pegasystems (PEGA) executives receive 2026 bonuses in stock instead of cash?

Yes, executives may elect to receive part of their bonus in RSUs. Each executive can choose to take 50% of their target incentive payment as restricted stock units, determined using 85% of Pegasystems’ closing stock price on the March 2026 grant date.

When do the 2026 Pegasystems (PEGA) RSU awards vest for executives?

The RSUs are scheduled to vest in 2027 around the payout date. Vesting requires threshold funding of the incentive plan, the executive’s continued active employment, and satisfactory individual performance; otherwise, the restricted stock unit awards will not vest and will expire unearned.

Which officers are covered by Pegasystems (PEGA) 2026 incentive plan?

The plan applies to the company’s executive officers and Section 16 officers. It governs their 2026 corporate incentive compensation, basing bonus funding on company-level financial and strategic goals, with individual payouts further adjusted for each executive’s performance and continued employment status.

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

• EX-10.1 EX-10.1 24.3 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.7 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 21.4 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 12.2 KB