🇺🇸 SECPEGASYSTEMS INCDoubao · 实盘可交易 · 做空市场:美股▼ 亏 -2.76% · 已结算把握 7/10
北京时间·🕒 发布 04:12:04·⟳ 抓取 04:12:31 +27s·⚡ 决策 10-21 04:20:24 +7m53s·7.0 天前
Pegasystems三季度收入与EPS均明显低于预期,ACV增长放缓并警示全年压力,盘后跌约4%
一手财报确认大幅低于预期且公司主动提示ACV与现金流压力可能延续,盘后仅下跌约4.2%,相对同类miss后的历史反应仍可能有补跌空间,因此开短仓。
📄 原文PEGASYSTEMS INC↗ 原文
----- pega-20261020.htm ----- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _________________…
▼ 亏 -2.76%入场 10-20 盘后首笔 @34.58 → 离场 10-21 常规开盘 @35.42
日 K 取自复盘打分切片 · 蓝点/蓝虚线 = 纸面入场价 · 灰虚线 = 纸面离场 · 持有期红底 = 赚(做空:价格在入场线下方)、绿底 = 亏
💡 交易逻辑收入/EPS双miss且ACV放缓,盘后未充分定价
怎么做空 开盘做空 不设价格下限(市价成交)
怎么平空 止盈 -5%(半仓)/-10%(清仓) · 止损 +6% · 时间止损 3日
展开详情(成交明细 / 研究档案 / 原文全文 / 决策记录链)
分时走势
做空 PEGA.US Pegasystems Inc.
5 个交易日均已收盘,数据完整 · 美股含盘前盘后(灰底:美东 04:00 至收盘后 4 小时)
- 发布 10-21 04:12 北京(美东 10-20 16:12)
- 抓取 10-21 04:12 北京(美东 10-20 16:12)
- 入场 10-21 04:16 北京(美东 10-20 16:16) · 盘后首笔 @34.58
- 决策 10-21 04:20 北京(美东 10-20 16:20)
- 离场 10-21 21:30 北京(美东 10-21 09:30) · 常规开盘 @35.42
时间轴只含交易时段(午休、隔夜已压缩);横轴为北京时间,悬停看当地时间;蓝虚线 = 纸面入场价;建仓日图红线在昨收上方、绿线在下方
成交明细 · 纸面
做空 PEGA.US Pegasystems Inc.
| 收益状态 | -2.76% 已平仓 |
|---|---|
| 进场成交 | 2026-10-20 · 盘后首笔 · 10-21 04:16 北京 · @34.5781 |
| 离场成交 | 2026-10-21 · 常规开盘 · @35.42 |
| 毛收益 | -2.44% |
| 成本 | +0.32% |
| 净收益 | -2.76% |
| 计入收益 | -2.76% |
| 建仓日 | 2026-10-20 · 进场不早于新闻时刻 + 2 分钟 |
收益口径 event_time_plus_2min_10min_walk_open_topup_to_next_open_exchange_calendar_fill_model_local_notional_v9 · method_id m8db1cbc8f2d · 截至 2026-10-28 03:21
研究档案
结论摘要
Pega Q3收入约低于预期7%、非GAAP EPS约低于预期29%,并将ACV放缓归因于GTM执行问题且警示压力延续;云ACV和Backlog增长不足以抵消核心增长与盈利预期下修。盘后仅下跌约4%,次一日常规时段仍有继续重估空间。
消息传播链
- Pegasystems提交8-K并附Q3 2026新闻稿,披露收入、EPS、ACV、Backlog和现金流数据。市场反应:截至16:17 EDT,盘后价34.70美元,较常规收盘价36.23美元下跌4.22%,盘后成交约48.39万股。
- 公司新闻稿通过Business Wire渠道传播,标题突出Cloud ACV增长20%,但正文同时包含增长放缓和现金流压力警示。
关键理由
- Q3收入3.9336亿美元对比约4.2256亿美元共识、非GAAP EPS 0.35美元对比约0.49美元共识,构成显著负向surprise。
- 公司明确称ACV增长显著放缓且年内剩余时间可能继续受压,上一季度同类miss后首个交易日曾下跌约16%。
主要风险
- Pega Cloud ACV增长20%、Backlog增长15%且公司维持2028年自由现金流至少7亿美元目标,电话会若强调修复可能引发空头回补。
- 盘后已从36.23美元跌至34.70美元,若隔夜跌幅在开盘前扩大,SHORT_AT_OPEN可能承担部分跳空成本。
反向证据
- 做空前查反向 · 来源 filing · 日期 2026-10-20 · 影响 weakens
Pega Cloud ACV增长20%、占总ACV 59%,Backlog增长15%,公司称Q3 ACV新增为全年最强并维持2028年自由现金流至少7亿美元目标。
检索:Pegasystems Q3 2026 positive Cloud ACV backlog free cash flow 2028 target restructuring actions 原文 ↗ - 做空前查反向 · 来源 web · 日期 2026-08-14 · 影响 weakens
公司8月宣布特别现金股息,可能缓冲部分股价下行并反映资产负债表仍有现金,但这不改变Q3收入与ACV miss。
检索:Pegasystems special dividend August 2026 capital return share repurchase 原文 ↗
先例如何影响了这次决策
对本次决策的影响:确认做空方向和1-3个交易日的短持有窗口,但因样本极薄且电话会在前,仓位降为small。
方向:仅有的高相关同公司盘后miss先例指向显著负向,财报后首个交易日下跌16.0%,第3日仍下跌13.3%。
涨幅量级:该先例锚点被工具标记来源层级瑕疵且只有1条干净度不足,不能机械外推16%跌幅;本次盘后已先跌4.2%,止盈目标采用更保守的5%-10%。
形态:上一轮miss后首日大幅低开并在随后数日继续承压,第5日跌幅才明显收窄,未见立即高开低走后反转。
历史先例(按相似度)
- 相似度 8/10 PEGA 2026-07-21 Q2 2026非GAAP EPS 0.35美元低于共识0.43美元,云ACV增长22%、总ACV增长7%,财报后首日大跌。 原文 ↗
事件后 +1日 -16.0% · +2日 -15.9% · +3日 -13.3% · +4日 -7.6% · +5日 -4.6%
⚠来源层级不符(声明issuer/实为media)·未核对目标相位 — 该行涨幅别用来定止盈止损
相似度依据:同一公司、同样盘后财报、同样云ACV仍增长但EPS低于预期;本次还叠加收入大幅低于预期和更明确的年内压力警示。
经验:市场对Pega的执行miss惩罚很快,云业务增长并不能对冲核心盈利和增长预期下修。
工具执行结果 · 成功 12 · 降级 0 · 失败 0 · 取消 0
- search_processed_events 成功 stock_tools HTTP · 14 ms
{"result": "search_processed_events:agent query=`pegasystems pega q3 2026 earnings acv cloud 20% october 20 2026 | pegasystems third quarter 2026 results revenue guidance free cash flow 2028`;结构化索引覆盖完整 72 小时;旧记录兼容扫描近 0.0/72 小时、0 条本臂决策(完整),返回 0 条候选。未命中只表示这些 agent query 表达式没有召回候选,不能据此证明消息首发或不是重复;按当前事件 - fetch_decision_experience 成功 stock_tools_inprocess · 3 ms
{ - web_search 成功 doubao_search · 1,345 ms
豆包搜索结果(原始查询:Pegasystems Q3 2026 results analyst expectations revenue ACV consensus guidance October 20 2026 PEGA;API SearchType:web) - web_search 成功 doubao_search · 1,277 ms
豆包搜索结果(原始查询:Pegasystems PEGA earnings reaction Q3 2025 Q4 2025 Q1 2026 Q2 2026 stock after earnings ACV guidance;API SearchType:web) - stock_quote 成功 stock_tools HTTP · 127 ms
{ - direct_instrument_candidates 成功 stock_tools HTTP · 9 ms
{ - web_search 成功 doubao_search · 684 ms
web_search「site:sec.gov/Archives/edgar/data/1013857 Pegasystems Q2 2026 8-K July 21 2026 ex-99.1」无结果。 - web_search 成功 doubao_search · 598 ms
web_search「site:sec.gov/Archives/edgar/data/1013857 Pegasystems Q1 2026 8-K April 21 2026 ex-99.1」无结果。 - web_search 成功 doubao_search · 626 ms
web_search「site:sec.gov/Archives/edgar/data/1013857 Pegasystems Q4 2025 8-K February 10 2026 ex-99.1」无结果。 - web_search 成功 doubao_search · 1,272 ms
豆包搜索结果(原始查询:Pegasystems Q2 2026 earnings consensus revenue miss July 21 2026 analyst estimate;API SearchType:web) - web_search 成功 doubao_search · 1,225 ms
豆包搜索结果(原始查询:PEGA stock July 21 2026 after hours Q2 earnings reaction missed estimate;API SearchType:web) - event_study 成功 stock_tools HTTP · 17 ms
{
原文全文
展开原文 · 27,816 字
----- pega-20261020.htm -----
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):
October 20, 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 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION
On October 20, 2026, Pegasystems Inc. issued a press release announcing its financial results for the third quarter of 2026. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference in its entirety.
The information in this Item 2.02 and the Exhibits attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) 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 Exchange Act, except as expressly set forth by specific reference in such a filing.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
Exhibit No.
Description
99.1
Press release issued by Pegasystems Inc.
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:
October 20, 2026
By:
/s/ KENNETH STILLWELL
Kenneth Stillwell
Chief Operating Officer and Chief Financial Officer
(Principal Financial Officer)
----- q32026_ex-991.htm -----
EX-99.1
2
q32026_ex-991.htm
EX-99.1
Document
EXHIBIT 99.1
Pega Cloud ACV Grows 20% in Q3 2026
•
Cloud adoption continues to expand as Pega Cloud reaches 59% of total ACV in Q3
•
Total ACV grows 6% as reported and 7% in constant currency year over year
•
Company takes actions to accelerate growth and capitalize on AI market opportunity
WALTHAM, Mass. — October 20, 2026 —
Pegasystems Inc. (NASDAQ: PEGA), the enterprise AI software company for mission-critical work, released its financial results for the third quarter of 2026.
"The AI market is still sorting itself out, but we’re confident in our long-term winning strategy to harness models like Claude, OpenAI GPT, and Gemini to help enterprises achieve predictable business outcomes at predictable costs while maintaining the governance, security, and control required for mission-critical operations,” said Alan Trefler, founder and CEO, Pega. "Our edge is decades of expertise in workflow automation and decisioning, enabling enterprises to scale AI with confidence, control, and economic efficiency.”
"While our ACV growth through the first three quarters of 2026 did not reflect the opportunity we see in the market, largely due to go-to-market execution challenges, our Q3 ACV add was the strongest of the year and reinforces our confidence in the demand for our solutions,” said Ken Stillwell, COO and CFO, Pega. “We are taking decisive actions to improve execution, accelerate growth, and keep us on track to deliver $700M or more of free cash flow in 2028.”
1
EXHIBIT 99.1
(continued)
Financial and performance metrics
(1)
Purchasing behaviors continue to evolve as clients subject large technology investments to greater scrutiny as AI disrupts the industry. As a result, our ACV growth rate significantly slowed during the nine months ended September 30, 2026, as compared to the same period last year. These factors may continue to adversely affect the ACV growth rate for the rest of the year.
Reconciliation of ACV and Constant Currency ACV
(in millions, except percentages)
September 30, 2025
September 30, 2026
1-Year Change
ACV
$
1,557
$
1,653
6
%
Impact of changes in foreign exchange rates
—
5
Constant currency ACV
$
1,557
$
1,658
7
%
Note: Constant currency ACV is calculated by applying the September 30, 2025 foreign exchange rates to current period shown.
(1)
Refer to the
schedules
at the end of this release for additional information, including a reconciliation of GAAP and non-GAAP measures.
2
EXHIBIT 99.1
(continued)
Cash Flow
As a result of the factors discussed under ACV above, our cash flow generation may continue to be adversely affected for the rest of the year.
(Dollars in thousands,
except per share amounts)
Three Months Ended
September 30,
Nine Months Ended
September 30,
2026
2025
Change
2026
2025
Change
Total revenue
$
393,359
$
381,350
3
%
$
1,244,048
$
1,241,495
—
%
Net income - GAAP
$
14,092
$
43,364
(68)
%
$
60,190
$
158,863
(62)
%
Net income - non-GAAP
$
59,750
$
55,164
8
%
$
202,351
$
245,857
(18)
%
Diluted earnings per share - GAAP
$
0.08
$
0.24
(67)
%
$
0.35
$
0.86
(59)
%
Diluted earnings per share - non-GAAP
$
0.35
$
0.30
17
%
$
1.17
$
1.34
(13)
%
(Dollars in thousands)
Three Months Ended
September 30,
Change
Nine Months Ended
September 30,
Change
2026
2025
2026
2025
Pega Cloud
$
218,925
56
%
$
184,549
48
%
$
34,376
19
%
$
637,890
51
%
$
502,415
40
%
$
135,475
27
%
Maintenance
72,653
18
%
79,649
21
%
(6,996)
(9)
%
222,498
18
%
235,288
19
%
(12,790)
(5)
%
Subscription services
291,578
74
%
264,198
69
%
27,380
10
%
860,388
69
%
737,703
59
%
122,685
17
%
Subscription license
55,578
14
%
60,758
16
%
(5,180)
(9)
%
232,458
19
%
329,153
27
%
(96,695)
(29)
%
Subscription
347,156
88
%
324,956
85
%
22,200
7
%
1,092,846
88
%
1,066,856
86
%
25,990
2
%
Consulting
46,203
12
%
56,394
15
%
(10,191)
(18)
%
151,202
12
%
174,639
14
%
(23,437)
(13)
%
Total revenue
$
393,359
100
%
$
381,350
100
%
$
12,009
3
%
$
1,244,048
100
%
$
1,241,495
100
%
$
2,553
—
%
Quarterly conference call
A conference call and audio-only webcast will be conducted at 8:00 a.m. EDT on Wednesday, October 21, 2026.
Members of the public and investors are invited to join the call and participate in the question and answer session by dialing 1 (833) 461-5787 (domestic) or 1 (626) 884-3620 (international) and using Conference ID 591038520, or via https://events.q4inc.com/attendee/591038520 by logging onto www.pega.com at least five minutes prior to the event's broadcast and clicking on the webcast icon in the Investors section.
3
Discussion of non-GAAP financial measures
Our non-GAAP financial measures should only be read in conjunction with our consolidated financial statements prepared in accordance with GAAP. We believe that these measures help investors understand our core operating results and prospects, which is consistent with how management measures and forecasts our performance without the effect of often one-time charges and other items outside our normal operations. Management uses these measures to assess the performance of the company's operations and establish operational goals and incentives. They are not a substitute for financial measures prepared under U.S. GAAP. Refer to the
schedules
at the end of this release for additional information, including a reconciliation of GAAP and non-GAAP measures.
Forward-looking statements
Certain statements in thi
s press release
may be
"
forward-looking statem
ents” as d
efined in the Private Securities Litigation Reform Act of 1995, including statements about the growth and development of our business and market.
Words such as expects, anticipates, intends, plans, believes, will, could, should, estimates, may, targets, strategies, intends to, projects, positions, forecasts, guidance, likely, and usually or variations of such words and other similar expressions identify forward-looking statements. These statements represent our views only as of the date the statement was made and are based on current expectations and assumptions.
Forward-looking statements deal with future events and are subject to risks and uncertainties that are difficult to predict, including, but not limited to:
•
our future financial performance and business plans;
•
the adequacy of our liquidity and capital resources;
•
the successful execution of investments in artificial intelligence;
•
the timing of revenue recognition;
•
variation in demand for our products and services;
•
reliance on key personnel;
•
potential legal and financial liabilities, as well as damage to our reputation, due to cyber-attacks;
•
security breaches and security flaws;
•
our ability to protect our intellectual property rights, costs associated with defending such rights, intellectual property rights claims, and other related claims by third parties against us, including related costs, damages, and other relief that may be granted against us;
•
our ongoing litigation with Appian Corp. and associated legal proceedings;
•
our client retention rate; and
•
management of our growth.
These risks and others that may cause actual results to differ materially from those expressed in such forward-looking statements are described further in Part I of our Annual Report on Form 10-K for the year ended December 31, 2025, and other filings we make with the SEC.
Investors are cautioned not to place undue reliance on such forward-looking statements, and there are no assurances that the results included in such statements will be achieved. Although subsequent events may cause our view to change, except as required by applicable law, we do not undertake and expressly disclaim any obligation to publicly update or revise these forward-looking statements, whether as the result of new information, future events, or otherwise.
Any forward-looking statements in this press release represent our views as of October 20, 2026.
4
About Pegasystems
Pega delivers the platform to reimagine, run, and evolve the processes and decisions an enterprise can't afford to get wrong. We combine AI with proven architecture to keep mission-critical operations governed, scalable, and continuously adaptable. Since 1983, the world's largest organizations have trusted Pega to turn transformation ambition into durable results. Learn more at www.pega.com.
Press contact:
Ilena Ryan
Director of PR
ilena.ryan@pega.com
617-866-6722
Investor contact:
Peter Welburn
VP, Corporate Development & Investor Relations
PegaInvestorRelations@pega.com
617-498-8968
All trademarks are the property of their respective owners.
5
PEGASYSTEMS INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share amounts)
Three Months Ended
September 30,
Nine Months Ended
September 30,
2026
2025
2026
2025
Revenue
Subscription services
$
291,578
$
264,198
$
860,388
$
737,703
Subscription license
55,578
60,758
232,458
329,153
Consulting
46,203
56,394
151,202
174,639
Total revenue
393,359
381,350
1,244,048
1,241,495
Cost of revenue
Subscription services
54,490
42,978
157,880
122,616
Subscription license
268
314
1,006
1,066
Consulting
49,088
62,601
159,743
194,235
Total cost of revenue
103,846
105,893
318,629
317,917
Gross profit
289,513
275,457
925,419
923,578
Operating expenses
Selling and marketing
143,754
140,129
464,765
425,329
Research and development
74,311
78,756
240,526
231,826
General and administrative
38,612
42,108
130,925
107,724
Litigation settlement
16,000
—
16,000
—
Restructuring
1,975
(5)
4,557
(38)
Total operating expenses
274,652
260,988
856,773
764,841
Income from operations
14,861
14,469
68,646
158,737
Foreign currency transaction gain (loss)
589
7,154
1,075
(12,179)
Interest income
1,814
2,660
7,268
11,243
Interest expense
(64)
(144)
(153)
(1,172)
(Loss) on capped call transactions
—
—
—
(223)
Other income (loss), net
578
(43)
(840)
19,247
Income before provision for (benefit from) income taxes
17,778
24,096
75,996
175,653
Provision for (benefit from) income taxes
3,686
(19,268)
15,806
16,790
Net income
$
14,092
$
43,364
$
60,190
$
158,863
Earnings per share
Basic
$
0.09
$
0.25
$
0.36
$
0.93
Diluted
$
0.08
$
0.24
$
0.35
$
0.86
Weighted-average number of common shares outstanding
Basic
163,757
170,567
166,043
171,045
Diluted
168,642
184,095
173,064
185,005
6
PEGASYSTEMS INC.
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands)
September 30, 2026
December 31, 2025
Assets
Current assets:
Cash and cash equivalents
$
202,190
$
212,447
Marketable securities
107,521
213,352
Total cash, cash equivalents, and marketable securities
309,711
425,799
Accounts receivable, net
130,121
264,713
Unbilled receivables, net
151,240
166,478
Other current assets
112,807
121,305
Total current assets
703,879
978,295
Long-term unbilled receivables, net
79,355
102,544
Goodwill
81,270
81,506
Long-term deferred income taxes
172,493
175,472
Other long-term assets
293,296
294,027
Total assets
$
1,330,293
$
1,631,844
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable
$
57,619
$
12,924
Accrued expenses
77,067
44,847
Accrued compensation and related expenses
91,609
148,797
Deferred revenue
429,469
509,275
Other current liabilities
23,231
21,935
Total current liabilities
678,995
737,778
Long-term operating lease liabilities
54,643
60,825
Other long-term liabilities
47,594
45,860
Total liabilities
781,232
844,463
Total stockholders’ equity
549,061
787,381
Total liabilities and stockholders’ equity
$
1,330,293
$
1,631,844
PEGASYSTEMS INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
Nine Months Ended
September 30,
2026
2025
Net income
$
60,190
$
158,863
Adjustments to reconcile net income to cash provided by operating activities
Non-cash items
179,196
182,243
Change in operating assets and liabilities, net
64,913
5,690
Cash provided by operating activities
304,299
346,796
Cash provided by investing activities
89,038
214,897
Cash (used in) financing activities
(402,070)
(756,391)
Effect of exchange rate changes on cash, cash equivalents, and restricted cash
(2,590)
6,971
Net (decrease) in cash, cash equivalents, and restricted cash
(11,323)
(187,727)
Cash, cash equivalents, and restricted cash, beginning of period
216,360
341,529
Cash, cash equivalents, and restricted cash, end of period
$
205,037
$
153,802
7
PEGASYSTEMS INC.
RECONCILIATION OF SELECTED GAAP AND NON-GAAP MEASURES
(in thousands, except percentages and per share amounts)
Three Months Ended
September 30,
Nine Months Ended
September 30,
2026
2025
Change
2026
2025
Change
Net income - GAAP
$
14,092
$
43,364
(68)
%
$
60,190
$
158,863
(62)
%
Stock-based compensation
(1)
28,679
43,041
110,720
121,196
Legal fees
13,272
10,024
51,186
22,977
Litigation settlement
16,000
—
16,000
—
Amortization of intangible assets
238
627
1,258
2,003
Restructuring
1,975
(5)
4,557
(38)
Foreign currency transaction (gain) loss
(589)
(7,154)
(1,075)
12,179
Interest on convertible senior notes
—
—
—
394
Capped call transactions
—
—
—
223
Other
(750)
94
783
(19,386)
Income taxes
(2)
(13,167)
(34,827)
(41,268)
(52,554)
Net income - non-GAAP
$
59,750
$
55,164
8
%
$
202,351
$
245,857
(18)
%
Diluted earnings per share - GAAP
$
0.08
$
0.24
(67)
%
$
0.35
$
0.86
(59)
%
non-GAAP adjustments
0.27
0.06
0.82
0.48
Diluted earnings per share - non-GAAP
$
0.35
$
0.30
17
%
$
1.17
$
1.34
(13)
%
Diluted weighted-average number of common shares outstanding - GAAP
168,642
184,095
(8)
%
173,064
185,005
(6)
%
Capped call transactions
—
—
—
(1,599)
Diluted weighted-average number of common shares outstanding - non-GAAP
168,642
184,095
(8)
%
173,064
183,406
(6)
%
Our non-GAAP financial measures reflect the following adjustments:
•
Stock-based compensation
: We have excluded stock-based compensation from our non-GAAP operating expenses and profitability measures. Although stock-based compensation is a key incentive offered to our employees, and we believe such compensation contributed to our revenues recognized during the periods presented and is expected to contribute to our future revenues, we continue to evaluate our business performance, excluding stock-based compensation.
•
Legal fees
: Legal and related fees arising from proceedings outside the ordinary course of business. We believe excluding these amounts from our non-GAAP financial measures is useful to investors as the types of events giving rise to them are not representative of our core business operations and ongoing operational performance.
•
Litigation settlement:
Cost to settle litigation arising from proceedings outside the ordinary course of business. See “Note 16. Commitments and Contingencies” in Item 1 of our Quarterly Report filing on Form 10-Q for the period ended September 30, 2026 and prior filings for further information. We believe excluding these amounts from our non-GAAP financial measures is useful to investors as the types of events giving rise to them are not representative of our core business operations and ongoing operational performance.
•
Amortization of intangible assets
: We have excluded the amortization of intangible assets from our non-GAAP operating expenses and profitability measures. Amortization of intangible assets fluctuates in amount and frequency and is significantly affected by the timing and size of acquisitions. Investors should note that intangible assets contributed to our revenues recognized during the periods presented and are expected to contribute to future revenues. Amortization of intangible assets is likely to recur in future periods. We believe excluding these amounts provides a useful comparison of our operational performance in different periods.
•
Restructuring
: We have excluded restructuring from our non-GAAP financial measures. Restructuring fluctuates in amount and frequency and is significantly affected by the timing and size of our restructuring activities. We believe excluding these amounts from our non-GAAP financial measures is useful to investors as these amounts are not representative of our core business operations and ongoing operational performance.
•
Foreign currency transaction (gain) loss
: We have excluded foreign currency transaction gains and losses from our non-GAAP profitability measures. Foreign currency transaction gains and losses fluctuate in amount and frequency and are significantly affected by foreign exchange market rates. Foreign currency transaction gains and losses are likely to recur in future periods. We believe excluding these amounts provides a useful comparison of our operational performance in different periods.
8
•
Interest on convertible senior notes
: In February 2020, we issued convertible senior notes (the “Notes”), due March 1, 2025, in a private placement. The Notes accrued interest at an annual rate of 0.75%, paid semi-annually in arrears on March 1 and September 1. The outstanding Notes were repaid in their entirety at maturity. We believe that excluding the amortization of issuance costs provides a useful comparison of our operational performance in different periods.
•
Capped call transactions
: We have excluded gains and losses related to our capped call transactions held at fair value under U.S. GAAP. The capped call transactions were expected to reduce common stock dilution and/or offset any potential cash payments we must make, other than for principal and interest, upon conversion of the Notes. We believe excluding these amounts from our non-GAAP financial measures is useful to investors as the types of events giving rise to them are not representative of our core business operations and ongoing operational performance.
•
Other
: We have excluded gains and losses from our venture investments and other one-time, non-operating items. We believe excluding these amounts from our non-GAAP financial measures is useful to investors as the types of events giving rise to them are not representative of our core business operations and ongoing operational performance.
•
Diluted weighted-average number of common shares outstanding
:
•
Capped call transactions: In periods of GAAP net income, the shares calculated by applying the if-converted method related to our Notes are included in the diluted weighted-average shares outstanding if they are dilutive. The capped call transactions were expected to reduce common stock dilution and/or offset any potential cash payments we must make, other than for principal and interest, upon conversion of the Notes. We believe that including the expected impact of the capped call transactions in our non-GAAP financial measures provides a useful comparison of our operational performance in different periods.
(1) Stock-based compensation:
Three Months Ended
September 30,
Nine Months Ended
September 30,
(Dollars in thousands)
2026
2025
2026
2025
Cost of revenue
$
6,124
$
6,626
$
20,751
$
21,737
Selling and marketing
9,499
15,009
42,509
45,168
Research and development
6,010
7,914
23,972
23,789
General and administrative
7,046
13,492
23,488
30,502
$
28,679
$
43,041
$
110,720
$
121,196
Income tax benefit
$
(5,466)
$
(547)
$
(21,720)
$
(1,700)
(2) Effective income tax rates:
Nine Months Ended
September 30,
2026
2025
GAAP
21
%
10
%
non-GAAP
22
%
22
%
Our GAAP effective income tax rate is subject to significant fluctuations due to several factors, including our stock-based compensation plans, research and development tax credits, and the valuation allowance on our deferred tax assets in the U.S. and U.K. We determine our non-GAAP income tax rate using applicable rates in taxing jurisdictions and assessing certain factors, including historical and forecasted earnings by jurisdiction, discrete items, and ability to realize tax assets. We believe it is beneficial for our management to review our non-GAAP results consistent with our annual plan’s effective income tax rate as established at the beginning of each year, given tax rate volatility.
9
PEGASYSTEMS INC.
RECONCILIATION OF FREE CASH FLOW
(1)
AND OTHER METRICS
(in thousands, except percentages)
Nine Months Ended
September 30,
Change
2026
2025
Cash provided by operating activities
$
304,299
346,796
(12)
%
Investment in property and equipment
(14,474)
(8,485)
Free cash flow
(1)
$
289,825
$
338,311
(14)
%
Supplemental information
(2)
Litigation settlement
$
9,750
$
—
Legal fees
32,864
15,022
Restructuring
15,442
1,681
Interest paid on convertible senior notes
—
1,754
Other
(689)
—
Income taxes, net of refunds
22,609
7,993
$
79,976
$
26,450
(1) Our non-GAAP free cash flow is defined as cash provided by operating activities less investment in property and equipment. Investment in property and equipment fluctuates in amount and frequency and is significantly affected by the timing and size of investments in our facilities and equipment. We provide information on free cash flow to enable investors to assess our ability to generate cash without incurring additional external financings. This information is not a substitute for financial measures prepared under U.S. GAAP.
(2) The supplemental information below identifies certain items included in operating cash flow that may affect comparability between periods.
•
Litigation settlement:
Cost to settle litigation arising from proceedings outside the ordinary course of business. See “Note 16. Commitments and Contingencies” in Item 1 of our Quarterly Report filing on Form 10-Q for the period ended September 30, 2026 and prior filings for further information.
•
Legal fees
: Legal and related fees arising from proceedings outside the ordinary course of business.
•
Restructuring
: Restructuring fluctuates in amount and frequency and is significantly affected by the timing and size of our restructuring activities.
•
Interest paid on convertible senior notes
: In February 2020, we issued the Notes, due March 1, 2025, in a private placement. The Notes accrued interest at an annual rate of 0.75%, paid semi-annually in arrears on March 1 and September 1. The outstanding Notes were repaid in their entirety at maturity.
•
Other
: One-time cash flow items not part of our ongoing operations.
•
Income taxes, net of refunds
: Direct income taxes paid net of refunds received.
PEGASYSTEMS INC.
ANNUAL CONTRACT VALUE
(in thousands, except percentages)
Annual contract value (“ACV”)
- ACV represents the annualized value of our active contracts as of the measurement date. The contract's total value is divided by its duration in years to calculate ACV. ACV is a performance measure that we believe provides useful information to our management and investors.
September 30, 2026
September 30, 2025
Change
Constant Currency Change
Pega Cloud
$
975,991
$
815,370
$
160,621
20
%
20
%
Maintenance
261,321
296,955
(35,634)
(12)
%
(12)
%
Subscription services
1,237,312
1,112,325
124,987
11
%
12
%
Subscription license
415,997
444,601
(28,604)
(6)
%
(6)
%
$
1,653,309
$
1,556,926
$
96,383
6
%
7
%
10
PEGASYSTEMS INC.
BACKLOG
(in thousands, except percentages)
Remaining performance obligations (“Backlog”)
- Expected future revenue from existing non-cancellable contracts:
As of September 30, 2026:
Subscription services
Subscription license
Consulting
Total
Pega Cloud
Maintenance
1 year or less
$
730,041
$
180,906
$
32,317
$
42,205
$
985,469
49
%
1-2 years
416,308
85,371
1,476
1,463
504,618
25
%
2-3 years
233,510
46,416
7,348
574
287,848
14
%
Greater than 3 years
216,977
12,544
945
963
231,429
12
%
$
1,596,836
$
325,237
$
42,086
$
45,205
$
2,009,364
100
%
% of Total
80
%
16
%
2
%
2
%
100
%
Change since September 30, 2025
$
308,127
$
(35,197)
$
(16,670)
$
(1,422)
$
254,838
24
%
(10)
%
(28)
%
(3)
%
15
%
As of September 30, 2025:
Subscription services
Subscription license
Consulting
Total
Pega Cloud
Maintenance
1 year or less
$
609,511
$
199,651
$
46,386
$
43,979
$
899,527
51
%
1-2 years
319,940
71,730
4,404
2,478
398,552
23
%
2-3 years
164,125
48,668
746
114
213,653
12
%
Greater than 3 years
195,133
40,385
7,220
56
242,794
14
%
$
1,288,709
$
360,434
$
58,756
$
46,627
$
1,754,526
100
%
% of Total
73
%
21
%
3
%
3
%
100
%
PEGASYSTEMS INC.
RECONCILIATION OF GAAP BACKLOG AND CONSTANT CURRENCY BACKLOG
(in millions, except percentages)
September 30, 2025
September 30, 2026
1 Year Growth Rate
Backlog - GAAP
$
1,755
$
2,009
15
%
Impact of changes in foreign exchange rates
—
10
Constant currency backlog
$
1,755
$
2,019
15
%
Note: Constant currency backlog is calculated by applying the September 30, 2025 foreign exchange rates to current period shown.
11
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):
October 20, 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 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION
On October 20, 2026, Pegasystems Inc. issued a press release announcing its financial results for the third quarter of 2026. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference in its entirety.
The information in this Item 2.02 and the Exhibits attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) 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 Exchange Act, except as expressly set forth by specific reference in such a filing.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
Exhibit No.
Description
99.1
Press release issued by Pegasystems Inc.
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:
October 20, 2026
By:
/s/ KENNETH STILLWELL
Kenneth Stillwell
Chief Operating Officer and Chief Financial Officer
(Principal Financial Officer)
----- q32026_ex-991.htm -----
EX-99.1
2
q32026_ex-991.htm
EX-99.1
Document
EXHIBIT 99.1
Pega Cloud ACV Grows 20% in Q3 2026
•
Cloud adoption continues to expand as Pega Cloud reaches 59% of total ACV in Q3
•
Total ACV grows 6% as reported and 7% in constant currency year over year
•
Company takes actions to accelerate growth and capitalize on AI market opportunity
WALTHAM, Mass. — October 20, 2026 —
Pegasystems Inc. (NASDAQ: PEGA), the enterprise AI software company for mission-critical work, released its financial results for the third quarter of 2026.
"The AI market is still sorting itself out, but we’re confident in our long-term winning strategy to harness models like Claude, OpenAI GPT, and Gemini to help enterprises achieve predictable business outcomes at predictable costs while maintaining the governance, security, and control required for mission-critical operations,” said Alan Trefler, founder and CEO, Pega. "Our edge is decades of expertise in workflow automation and decisioning, enabling enterprises to scale AI with confidence, control, and economic efficiency.”
"While our ACV growth through the first three quarters of 2026 did not reflect the opportunity we see in the market, largely due to go-to-market execution challenges, our Q3 ACV add was the strongest of the year and reinforces our confidence in the demand for our solutions,” said Ken Stillwell, COO and CFO, Pega. “We are taking decisive actions to improve execution, accelerate growth, and keep us on track to deliver $700M or more of free cash flow in 2028.”
1
EXHIBIT 99.1
(continued)
Financial and performance metrics
(1)
Purchasing behaviors continue to evolve as clients subject large technology investments to greater scrutiny as AI disrupts the industry. As a result, our ACV growth rate significantly slowed during the nine months ended September 30, 2026, as compared to the same period last year. These factors may continue to adversely affect the ACV growth rate for the rest of the year.
Reconciliation of ACV and Constant Currency ACV
(in millions, except percentages)
September 30, 2025
September 30, 2026
1-Year Change
ACV
$
1,557
$
1,653
6
%
Impact of changes in foreign exchange rates
—
5
Constant currency ACV
$
1,557
$
1,658
7
%
Note: Constant currency ACV is calculated by applying the September 30, 2025 foreign exchange rates to current period shown.
(1)
Refer to the
schedules
at the end of this release for additional information, including a reconciliation of GAAP and non-GAAP measures.
2
EXHIBIT 99.1
(continued)
Cash Flow
As a result of the factors discussed under ACV above, our cash flow generation may continue to be adversely affected for the rest of the year.
(Dollars in thousands,
except per share amounts)
Three Months Ended
September 30,
Nine Months Ended
September 30,
2026
2025
Change
2026
2025
Change
Total revenue
$
393,359
$
381,350
3
%
$
1,244,048
$
1,241,495
—
%
Net income - GAAP
$
14,092
$
43,364
(68)
%
$
60,190
$
158,863
(62)
%
Net income - non-GAAP
$
59,750
$
55,164
8
%
$
202,351
$
245,857
(18)
%
Diluted earnings per share - GAAP
$
0.08
$
0.24
(67)
%
$
0.35
$
0.86
(59)
%
Diluted earnings per share - non-GAAP
$
0.35
$
0.30
17
%
$
1.17
$
1.34
(13)
%
(Dollars in thousands)
Three Months Ended
September 30,
Change
Nine Months Ended
September 30,
Change
2026
2025
2026
2025
Pega Cloud
$
218,925
56
%
$
184,549
48
%
$
34,376
19
%
$
637,890
51
%
$
502,415
40
%
$
135,475
27
%
Maintenance
72,653
18
%
79,649
21
%
(6,996)
(9)
%
222,498
18
%
235,288
19
%
(12,790)
(5)
%
Subscription services
291,578
74
%
264,198
69
%
27,380
10
%
860,388
69
%
737,703
59
%
122,685
17
%
Subscription license
55,578
14
%
60,758
16
%
(5,180)
(9)
%
232,458
19
%
329,153
27
%
(96,695)
(29)
%
Subscription
347,156
88
%
324,956
85
%
22,200
7
%
1,092,846
88
%
1,066,856
86
%
25,990
2
%
Consulting
46,203
12
%
56,394
15
%
(10,191)
(18)
%
151,202
12
%
174,639
14
%
(23,437)
(13)
%
Total revenue
$
393,359
100
%
$
381,350
100
%
$
12,009
3
%
$
1,244,048
100
%
$
1,241,495
100
%
$
2,553
—
%
Quarterly conference call
A conference call and audio-only webcast will be conducted at 8:00 a.m. EDT on Wednesday, October 21, 2026.
Members of the public and investors are invited to join the call and participate in the question and answer session by dialing 1 (833) 461-5787 (domestic) or 1 (626) 884-3620 (international) and using Conference ID 591038520, or via https://events.q4inc.com/attendee/591038520 by logging onto www.pega.com at least five minutes prior to the event's broadcast and clicking on the webcast icon in the Investors section.
3
Discussion of non-GAAP financial measures
Our non-GAAP financial measures should only be read in conjunction with our consolidated financial statements prepared in accordance with GAAP. We believe that these measures help investors understand our core operating results and prospects, which is consistent with how management measures and forecasts our performance without the effect of often one-time charges and other items outside our normal operations. Management uses these measures to assess the performance of the company's operations and establish operational goals and incentives. They are not a substitute for financial measures prepared under U.S. GAAP. Refer to the
schedules
at the end of this release for additional information, including a reconciliation of GAAP and non-GAAP measures.
Forward-looking statements
Certain statements in thi
s press release
may be
"
forward-looking statem
ents” as d
efined in the Private Securities Litigation Reform Act of 1995, including statements about the growth and development of our business and market.
Words such as expects, anticipates, intends, plans, believes, will, could, should, estimates, may, targets, strategies, intends to, projects, positions, forecasts, guidance, likely, and usually or variations of such words and other similar expressions identify forward-looking statements. These statements represent our views only as of the date the statement was made and are based on current expectations and assumptions.
Forward-looking statements deal with future events and are subject to risks and uncertainties that are difficult to predict, including, but not limited to:
•
our future financial performance and business plans;
•
the adequacy of our liquidity and capital resources;
•
the successful execution of investments in artificial intelligence;
•
the timing of revenue recognition;
•
variation in demand for our products and services;
•
reliance on key personnel;
•
potential legal and financial liabilities, as well as damage to our reputation, due to cyber-attacks;
•
security breaches and security flaws;
•
our ability to protect our intellectual property rights, costs associated with defending such rights, intellectual property rights claims, and other related claims by third parties against us, including related costs, damages, and other relief that may be granted against us;
•
our ongoing litigation with Appian Corp. and associated legal proceedings;
•
our client retention rate; and
•
management of our growth.
These risks and others that may cause actual results to differ materially from those expressed in such forward-looking statements are described further in Part I of our Annual Report on Form 10-K for the year ended December 31, 2025, and other filings we make with the SEC.
Investors are cautioned not to place undue reliance on such forward-looking statements, and there are no assurances that the results included in such statements will be achieved. Although subsequent events may cause our view to change, except as required by applicable law, we do not undertake and expressly disclaim any obligation to publicly update or revise these forward-looking statements, whether as the result of new information, future events, or otherwise.
Any forward-looking statements in this press release represent our views as of October 20, 2026.
4
About Pegasystems
Pega delivers the platform to reimagine, run, and evolve the processes and decisions an enterprise can't afford to get wrong. We combine AI with proven architecture to keep mission-critical operations governed, scalable, and continuously adaptable. Since 1983, the world's largest organizations have trusted Pega to turn transformation ambition into durable results. Learn more at www.pega.com.
Press contact:
Ilena Ryan
Director of PR
ilena.ryan@pega.com
617-866-6722
Investor contact:
Peter Welburn
VP, Corporate Development & Investor Relations
PegaInvestorRelations@pega.com
617-498-8968
All trademarks are the property of their respective owners.
5
PEGASYSTEMS INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share amounts)
Three Months Ended
September 30,
Nine Months Ended
September 30,
2026
2025
2026
2025
Revenue
Subscription services
$
291,578
$
264,198
$
860,388
$
737,703
Subscription license
55,578
60,758
232,458
329,153
Consulting
46,203
56,394
151,202
174,639
Total revenue
393,359
381,350
1,244,048
1,241,495
Cost of revenue
Subscription services
54,490
42,978
157,880
122,616
Subscription license
268
314
1,006
1,066
Consulting
49,088
62,601
159,743
194,235
Total cost of revenue
103,846
105,893
318,629
317,917
Gross profit
289,513
275,457
925,419
923,578
Operating expenses
Selling and marketing
143,754
140,129
464,765
425,329
Research and development
74,311
78,756
240,526
231,826
General and administrative
38,612
42,108
130,925
107,724
Litigation settlement
16,000
—
16,000
—
Restructuring
1,975
(5)
4,557
(38)
Total operating expenses
274,652
260,988
856,773
764,841
Income from operations
14,861
14,469
68,646
158,737
Foreign currency transaction gain (loss)
589
7,154
1,075
(12,179)
Interest income
1,814
2,660
7,268
11,243
Interest expense
(64)
(144)
(153)
(1,172)
(Loss) on capped call transactions
—
—
—
(223)
Other income (loss), net
578
(43)
(840)
19,247
Income before provision for (benefit from) income taxes
17,778
24,096
75,996
175,653
Provision for (benefit from) income taxes
3,686
(19,268)
15,806
16,790
Net income
$
14,092
$
43,364
$
60,190
$
158,863
Earnings per share
Basic
$
0.09
$
0.25
$
0.36
$
0.93
Diluted
$
0.08
$
0.24
$
0.35
$
0.86
Weighted-average number of common shares outstanding
Basic
163,757
170,567
166,043
171,045
Diluted
168,642
184,095
173,064
185,005
6
PEGASYSTEMS INC.
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands)
September 30, 2026
December 31, 2025
Assets
Current assets:
Cash and cash equivalents
$
202,190
$
212,447
Marketable securities
107,521
213,352
Total cash, cash equivalents, and marketable securities
309,711
425,799
Accounts receivable, net
130,121
264,713
Unbilled receivables, net
151,240
166,478
Other current assets
112,807
121,305
Total current assets
703,879
978,295
Long-term unbilled receivables, net
79,355
102,544
Goodwill
81,270
81,506
Long-term deferred income taxes
172,493
175,472
Other long-term assets
293,296
294,027
Total assets
$
1,330,293
$
1,631,844
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable
$
57,619
$
12,924
Accrued expenses
77,067
44,847
Accrued compensation and related expenses
91,609
148,797
Deferred revenue
429,469
509,275
Other current liabilities
23,231
21,935
Total current liabilities
678,995
737,778
Long-term operating lease liabilities
54,643
60,825
Other long-term liabilities
47,594
45,860
Total liabilities
781,232
844,463
Total stockholders’ equity
549,061
787,381
Total liabilities and stockholders’ equity
$
1,330,293
$
1,631,844
PEGASYSTEMS INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
Nine Months Ended
September 30,
2026
2025
Net income
$
60,190
$
158,863
Adjustments to reconcile net income to cash provided by operating activities
Non-cash items
179,196
182,243
Change in operating assets and liabilities, net
64,913
5,690
Cash provided by operating activities
304,299
346,796
Cash provided by investing activities
89,038
214,897
Cash (used in) financing activities
(402,070)
(756,391)
Effect of exchange rate changes on cash, cash equivalents, and restricted cash
(2,590)
6,971
Net (decrease) in cash, cash equivalents, and restricted cash
(11,323)
(187,727)
Cash, cash equivalents, and restricted cash, beginning of period
216,360
341,529
Cash, cash equivalents, and restricted cash, end of period
$
205,037
$
153,802
7
PEGASYSTEMS INC.
RECONCILIATION OF SELECTED GAAP AND NON-GAAP MEASURES
(in thousands, except percentages and per share amounts)
Three Months Ended
September 30,
Nine Months Ended
September 30,
2026
2025
Change
2026
2025
Change
Net income - GAAP
$
14,092
$
43,364
(68)
%
$
60,190
$
158,863
(62)
%
Stock-based compensation
(1)
28,679
43,041
110,720
121,196
Legal fees
13,272
10,024
51,186
22,977
Litigation settlement
16,000
—
16,000
—
Amortization of intangible assets
238
627
1,258
2,003
Restructuring
1,975
(5)
4,557
(38)
Foreign currency transaction (gain) loss
(589)
(7,154)
(1,075)
12,179
Interest on convertible senior notes
—
—
—
394
Capped call transactions
—
—
—
223
Other
(750)
94
783
(19,386)
Income taxes
(2)
(13,167)
(34,827)
(41,268)
(52,554)
Net income - non-GAAP
$
59,750
$
55,164
8
%
$
202,351
$
245,857
(18)
%
Diluted earnings per share - GAAP
$
0.08
$
0.24
(67)
%
$
0.35
$
0.86
(59)
%
non-GAAP adjustments
0.27
0.06
0.82
0.48
Diluted earnings per share - non-GAAP
$
0.35
$
0.30
17
%
$
1.17
$
1.34
(13)
%
Diluted weighted-average number of common shares outstanding - GAAP
168,642
184,095
(8)
%
173,064
185,005
(6)
%
Capped call transactions
—
—
—
(1,599)
Diluted weighted-average number of common shares outstanding - non-GAAP
168,642
184,095
(8)
%
173,064
183,406
(6)
%
Our non-GAAP financial measures reflect the following adjustments:
•
Stock-based compensation
: We have excluded stock-based compensation from our non-GAAP operating expenses and profitability measures. Although stock-based compensation is a key incentive offered to our employees, and we believe such compensation contributed to our revenues recognized during the periods presented and is expected to contribute to our future revenues, we continue to evaluate our business performance, excluding stock-based compensation.
•
Legal fees
: Legal and related fees arising from proceedings outside the ordinary course of business. We believe excluding these amounts from our non-GAAP financial measures is useful to investors as the types of events giving rise to them are not representative of our core business operations and ongoing operational performance.
•
Litigation settlement:
Cost to settle litigation arising from proceedings outside the ordinary course of business. See “Note 16. Commitments and Contingencies” in Item 1 of our Quarterly Report filing on Form 10-Q for the period ended September 30, 2026 and prior filings for further information. We believe excluding these amounts from our non-GAAP financial measures is useful to investors as the types of events giving rise to them are not representative of our core business operations and ongoing operational performance.
•
Amortization of intangible assets
: We have excluded the amortization of intangible assets from our non-GAAP operating expenses and profitability measures. Amortization of intangible assets fluctuates in amount and frequency and is significantly affected by the timing and size of acquisitions. Investors should note that intangible assets contributed to our revenues recognized during the periods presented and are expected to contribute to future revenues. Amortization of intangible assets is likely to recur in future periods. We believe excluding these amounts provides a useful comparison of our operational performance in different periods.
•
Restructuring
: We have excluded restructuring from our non-GAAP financial measures. Restructuring fluctuates in amount and frequency and is significantly affected by the timing and size of our restructuring activities. We believe excluding these amounts from our non-GAAP financial measures is useful to investors as these amounts are not representative of our core business operations and ongoing operational performance.
•
Foreign currency transaction (gain) loss
: We have excluded foreign currency transaction gains and losses from our non-GAAP profitability measures. Foreign currency transaction gains and losses fluctuate in amount and frequency and are significantly affected by foreign exchange market rates. Foreign currency transaction gains and losses are likely to recur in future periods. We believe excluding these amounts provides a useful comparison of our operational performance in different periods.
8
•
Interest on convertible senior notes
: In February 2020, we issued convertible senior notes (the “Notes”), due March 1, 2025, in a private placement. The Notes accrued interest at an annual rate of 0.75%, paid semi-annually in arrears on March 1 and September 1. The outstanding Notes were repaid in their entirety at maturity. We believe that excluding the amortization of issuance costs provides a useful comparison of our operational performance in different periods.
•
Capped call transactions
: We have excluded gains and losses related to our capped call transactions held at fair value under U.S. GAAP. The capped call transactions were expected to reduce common stock dilution and/or offset any potential cash payments we must make, other than for principal and interest, upon conversion of the Notes. We believe excluding these amounts from our non-GAAP financial measures is useful to investors as the types of events giving rise to them are not representative of our core business operations and ongoing operational performance.
•
Other
: We have excluded gains and losses from our venture investments and other one-time, non-operating items. We believe excluding these amounts from our non-GAAP financial measures is useful to investors as the types of events giving rise to them are not representative of our core business operations and ongoing operational performance.
•
Diluted weighted-average number of common shares outstanding
:
•
Capped call transactions: In periods of GAAP net income, the shares calculated by applying the if-converted method related to our Notes are included in the diluted weighted-average shares outstanding if they are dilutive. The capped call transactions were expected to reduce common stock dilution and/or offset any potential cash payments we must make, other than for principal and interest, upon conversion of the Notes. We believe that including the expected impact of the capped call transactions in our non-GAAP financial measures provides a useful comparison of our operational performance in different periods.
(1) Stock-based compensation:
Three Months Ended
September 30,
Nine Months Ended
September 30,
(Dollars in thousands)
2026
2025
2026
2025
Cost of revenue
$
6,124
$
6,626
$
20,751
$
21,737
Selling and marketing
9,499
15,009
42,509
45,168
Research and development
6,010
7,914
23,972
23,789
General and administrative
7,046
13,492
23,488
30,502
$
28,679
$
43,041
$
110,720
$
121,196
Income tax benefit
$
(5,466)
$
(547)
$
(21,720)
$
(1,700)
(2) Effective income tax rates:
Nine Months Ended
September 30,
2026
2025
GAAP
21
%
10
%
non-GAAP
22
%
22
%
Our GAAP effective income tax rate is subject to significant fluctuations due to several factors, including our stock-based compensation plans, research and development tax credits, and the valuation allowance on our deferred tax assets in the U.S. and U.K. We determine our non-GAAP income tax rate using applicable rates in taxing jurisdictions and assessing certain factors, including historical and forecasted earnings by jurisdiction, discrete items, and ability to realize tax assets. We believe it is beneficial for our management to review our non-GAAP results consistent with our annual plan’s effective income tax rate as established at the beginning of each year, given tax rate volatility.
9
PEGASYSTEMS INC.
RECONCILIATION OF FREE CASH FLOW
(1)
AND OTHER METRICS
(in thousands, except percentages)
Nine Months Ended
September 30,
Change
2026
2025
Cash provided by operating activities
$
304,299
346,796
(12)
%
Investment in property and equipment
(14,474)
(8,485)
Free cash flow
(1)
$
289,825
$
338,311
(14)
%
Supplemental information
(2)
Litigation settlement
$
9,750
$
—
Legal fees
32,864
15,022
Restructuring
15,442
1,681
Interest paid on convertible senior notes
—
1,754
Other
(689)
—
Income taxes, net of refunds
22,609
7,993
$
79,976
$
26,450
(1) Our non-GAAP free cash flow is defined as cash provided by operating activities less investment in property and equipment. Investment in property and equipment fluctuates in amount and frequency and is significantly affected by the timing and size of investments in our facilities and equipment. We provide information on free cash flow to enable investors to assess our ability to generate cash without incurring additional external financings. This information is not a substitute for financial measures prepared under U.S. GAAP.
(2) The supplemental information below identifies certain items included in operating cash flow that may affect comparability between periods.
•
Litigation settlement:
Cost to settle litigation arising from proceedings outside the ordinary course of business. See “Note 16. Commitments and Contingencies” in Item 1 of our Quarterly Report filing on Form 10-Q for the period ended September 30, 2026 and prior filings for further information.
•
Legal fees
: Legal and related fees arising from proceedings outside the ordinary course of business.
•
Restructuring
: Restructuring fluctuates in amount and frequency and is significantly affected by the timing and size of our restructuring activities.
•
Interest paid on convertible senior notes
: In February 2020, we issued the Notes, due March 1, 2025, in a private placement. The Notes accrued interest at an annual rate of 0.75%, paid semi-annually in arrears on March 1 and September 1. The outstanding Notes were repaid in their entirety at maturity.
•
Other
: One-time cash flow items not part of our ongoing operations.
•
Income taxes, net of refunds
: Direct income taxes paid net of refunds received.
PEGASYSTEMS INC.
ANNUAL CONTRACT VALUE
(in thousands, except percentages)
Annual contract value (“ACV”)
- ACV represents the annualized value of our active contracts as of the measurement date. The contract's total value is divided by its duration in years to calculate ACV. ACV is a performance measure that we believe provides useful information to our management and investors.
September 30, 2026
September 30, 2025
Change
Constant Currency Change
Pega Cloud
$
975,991
$
815,370
$
160,621
20
%
20
%
Maintenance
261,321
296,955
(35,634)
(12)
%
(12)
%
Subscription services
1,237,312
1,112,325
124,987
11
%
12
%
Subscription license
415,997
444,601
(28,604)
(6)
%
(6)
%
$
1,653,309
$
1,556,926
$
96,383
6
%
7
%
10
PEGASYSTEMS INC.
BACKLOG
(in thousands, except percentages)
Remaining performance obligations (“Backlog”)
- Expected future revenue from existing non-cancellable contracts:
As of September 30, 2026:
Subscription services
Subscription license
Consulting
Total
Pega Cloud
Maintenance
1 year or less
$
730,041
$
180,906
$
32,317
$
42,205
$
985,469
49
%
1-2 years
416,308
85,371
1,476
1,463
504,618
25
%
2-3 years
233,510
46,416
7,348
574
287,848
14
%
Greater than 3 years
216,977
12,544
945
963
231,429
12
%
$
1,596,836
$
325,237
$
42,086
$
45,205
$
2,009,364
100
%
% of Total
80
%
16
%
2
%
2
%
100
%
Change since September 30, 2025
$
308,127
$
(35,197)
$
(16,670)
$
(1,422)
$
254,838
24
%
(10)
%
(28)
%
(3)
%
15
%
As of September 30, 2025:
Subscription services
Subscription license
Consulting
Total
Pega Cloud
Maintenance
1 year or less
$
609,511
$
199,651
$
46,386
$
43,979
$
899,527
51
%
1-2 years
319,940
71,730
4,404
2,478
398,552
23
%
2-3 years
164,125
48,668
746
114
213,653
12
%
Greater than 3 years
195,133
40,385
7,220
56
242,794
14
%
$
1,288,709
$
360,434
$
58,756
$
46,627
$
1,754,526
100
%
% of Total
73
%
21
%
3
%
3
%
100
%
PEGASYSTEMS INC.
RECONCILIATION OF GAAP BACKLOG AND CONSTANT CURRENCY BACKLOG
(in millions, except percentages)
September 30, 2025
September 30, 2026
1 Year Growth Rate
Backlog - GAAP
$
1,755
$
2,009
15
%
Impact of changes in foreign exchange rates
—
10
Constant currency backlog
$
1,755
$
2,019
15
%
Note: Constant currency backlog is calculated by applying the September 30, 2025 foreign exchange rates to current period shown.
11
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