Form 8-K - Current report

Pegasystems Inc.

Dated: July 30, 2024

/s/ KENNETH STILLWELL

Kenneth Stillwell

Chief Operating Officer and Chief Financial Officer (Principal Financial Officer)

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): July 30, 2024

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.)

One Main Street, Cambridge, MA 02142

(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 8.01.

Other Events.

On July 30, 2024, a panel of the Court of Appeals of Virginia delivered its written opinion in the appeal by Pegasystems of the prior decision of the Circuit Court of Fairfax County, Virginia in the case titled Appian Corp. v. Pegasystems Inc. and Youyong Zou. The Court of Appeals of Virginia reversed the judgement as to the VUTSA claims on multiple grounds and remanded for new trial.

Pegasystems Inc. (the “Company”) today sent to its employees the email attached as Exhibit 99.1 with respect to the lawsuit styled Appian Corp. v. Pegasystems Inc. & Youyong Zou.

Note Regarding Forward-Looking Statements

The statements contained in this Form 8-K that are not purely historical may be “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995.

Words such as expects, anticipates, intends, plans, believes, will, could, should, estimates, may, targets, strategies, intends to, projects, forecasts, guidance, likely, and usually, or variations of such words and other similar expressions identify forward-looking statements, which are based on current expectations and assumptions.

These forward-looking statements are based on the Company’s current expectations and beliefs concerning future developments and their potential effects on the Company. While the Company’s expectations, beliefs and estimates are expressed in good faith and the Company believes there is a reasonable basis for them, there can be no assurance that future developments affecting the Company will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond the control of the Company) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by such forward-looking statements. These risks and uncertainties include, but are not limited to: unfavorable outcomes of existing or future litigation or dispute resolution proceedings; risks and other uncertainties associated with assumptions and estimates used to prepare financial statements; and other risks and uncertainties discussed under the heading “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2023 filed on February 14, 2024 and in other reports that we file with the Securities and Exchange Commission from time to time. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable laws.

The forward looking statements in this Form 8-K represent our view as of July 30, 2024.

Item 9.01

Financial Statements and Exhibits


Exhibit No.		Description

99.1		Email to employees of Pegasystems Inc. sent July 30, 2024

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.

Exhibit 99.1

Team Pega:

I’m excited to share a great update. Today the Court of Appeals of Virginia issued a long-anticipated decision throwing out the $2 billion award - an award that we believe was never rational. As the unanimous decision stated, ‘the trial court committed a series of errors that require us to reverse the judgment as to Appian’s trade secret claims.’

The ruling supports our view that the verdict was a result of a flawed trial on many fronts, including that we were prevented from showing that our software never adopted any Appian supposed trade secrets. As we’ve said from the beginning, the overturned judgment had the structural integrity of a skyscraper of cards, so it is no surprise it has collapsed. We applaud the court for seeing through Appian’s tactics to prevent the jury from hearing critical facts in this case.

This is a great outcome, however we expect Appian to appeal the decision. Appian would have to overcome numerous, thorough, and well-reasoned grounds for overturning the appeal decision.

The team’s intense focus on continued innovation and client success was fully in evidence at PegaWorld iNspire, where we showcased our most recent transformative technology through hundreds of demos, client presentations, and hands-on experiences. As we look ahead, we remain committed to bringing this passion and momentum into years to come and continuing to do what we do best – help our clients solve problems fast and transform for tomorrow.

Today we issued a public statement announcing this great decision. If you get questions from clients or partners, please feel free to pass along this email.

If you need help answering any questions, send them to questions@pega.com and we will get back to you as soon as possible. Also given the public attention this continues to receive, if you receive a media inquiry about the recent court decision or the litigation more broadly, please forward to Lisa Pintchman [lisapintchman.rogers@pega.com] or Sean Audet [sean.audet@pega.com].

Your ongoing focus and commitment to Pega, our clients, partners, and each other is appreciated by the leadership team. Thank you for your continued support.

Best,

Ken

Ken Stillwell | Chief Operating Officer and Chief Financial Officer | Pegasystems Inc.

Document and Entity Information	Jul. 30, 2024
Cover [Abstract]
Entity Registrant Name	PEGASYSTEMS INC
Amendment Flag	false
Entity Central Index Key	0001013857
Document Type	8-K
Document Period End Date	Jul. 30, 2024
Entity Incorporation State Country Code	MA
Entity File Number	1-11859
Entity Tax Identification Number	04-2787865
Entity Address, Address Line One	One Main Street
Entity Address, City or Town	Cambridge
Entity Address, State or Province	MA
Entity Address, Postal Zip Code	02142
City Area Code	(617)
Local Phone Number	374-9600
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Common Stock, $.01 par value per share
Trading Symbol	PEGA
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false