Pegasystems Inc. Related Person Transaction Policy
Department: Legal
Owner: General Counsel
Version: v2.0
Annually

Effective: 2/14/07

Revised: 5/24/15

Last Reviewed: 11/7/23

OBJECTIVE
It is Pegasystems’ policy to review, approve or ratify all Related Person Transactions (as defined below).
SCOPE
This Policy applies to Pegasystems Inc. and all of its subsidiaries (collectively, “Pegasystems” or the “Company”).
POLICY
Pegasystems recognizes that Related Person Transactions may raise questions as to whether those transactions areconsistent with the best interests of the Company and its stockholders. It is the Company’s policy to enter into or ratify aRelated Person Transaction only when the Company’s Board of Directors, or a committee thereof, acting in accordancewith this policy, determines that such transaction is in, or is not inconsistent with, the best interests of the Company andits stockholders. Therefore, the Company has adopted this policy for the review, approval or ratification of Related PersonTransactions. This policy has been approved by the Company’s Board of Directors, and the Board of Directors hasauthorized the Nominating Committee of the Board of Directors (the “Committee”) to oversee and administer this policy.
The Committee will review and may amend this policy from time to time.
Definitions
For purposes of this policy, a “Related Person Transaction” is any transaction, arrangement or relationship or
any series of similar transactions, arrangements or relationships (including any indebtedness or guarantee ofindebtedness) in which (i) the Company (including any of its subsidiaries) was, is or will be a participant, (ii) theamount involved will or may be expected to exceed $120,000, and (iii) any Related Person had, has or will havea direct or indirect interest other than solely as a result of being a director of another entity.
For purposes of this policy, a “Related Person” means:(i)any person who is, or at any time since the beginning of the Company’s last fiscal year was, a director
or executive officer of the Company or a nominee to become a director of the Company;(ii)

any person who is known to be the beneficial owner of more than 5% of any class of the Company's
voting securities;(iii)

any immediate family member of any of the foregoing persons (including any child, stepchild, parent,stepparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-inlaw, or sister-in-law of the director, executive officer, nominee or more than 5% beneficial owner,©2023 Pegasystems Inc. Internal Use – NDA Required for External

and any person (other than a tenant or employee) sharing the household of such director, executive
officer, nominee or more than 5% beneficial owner); and(iv)any firm, corporation or other entity with which any of the foregoing persons is employed, has arelationship, is an officer, director, partner or principal or is in a similar position or in which such
person, together with all other persons specified in clauses (i)-(iii) above, has a 10% or greater
beneficial ownership interest.

Procedures for Review, Approval or Ratification
Each proposed Related Person Transaction shall be submitted to the Committee by a member of the Committee
or by an officer of the Company requesting that the Committee consider such Related Person Transaction at a special
meeting of the Committee. The Committee shall review the material facts of each Related Person Transaction that
requires the Committee’s approval and either approve or disapprove of the Company’s participation in such Related
Person Transaction, subject to the exceptions described herein. If advance Committee approval of a Related Person
Transaction is not feasible, then the Related Person Transaction shall be considered and, if the Committee determines it
to be appropriate, ratified at the Committee’s next meeting, which may be a special meeting.
In determining whether to approve or ratify a Related Person Transaction, the Committee will analyze, among
other factors it deems appropriate, (i) whether the terms are fair to the Company, (ii) whether the transaction is material
to the Company, (iii) the purpose of, and the potential benefits to the Company of, the transaction, (iv) the structure of
the transaction (including the role that the Related Person has played in arranging the transaction), (v) whether thetransaction is on terms no less favorable than terms generally available to an unaffiliated third-party under the same orsimilar circumstances and (vi) the extent of all Related Persons’ interests in the transaction. The Committee shall approveor ratify only those Related Person Transactions that are in, or are not inconsistent with, the best interests of theCompany and its stockholders, as the Committee determines in good faith. The Committee shall convey its decision tothe Company’s General Counsel, who shall convey that decision to the other appropriate persons within the Company.
Approval or ratification of a Related Person Transaction may be conditioned by the Committee upon theCompany and/or the Related Person taking any or all of the following additional actions, or any other actions that theCommittee deems appropriate:(i)

requiring the Related Person to resign from, or change position within, an entity that is involved in theRelated Person Transaction;(ii)

assuring that the Related Person will not be directly involved in negotiating the terms of the Related
Person Transaction or in the ongoing relationship between the Company and the other persons orentities involved in the Related Person Transaction;(iii)

limiting the duration or magnitude of the Related Person Transaction;(iv)

requiring that information about the Related Person Transaction be documented and that reports
reflecting the nature and amount of the Related Person Transaction be delivered to the Committee ona regular basis;(v)

requiring that the Company have the right to terminate the Related Person Transaction by giving aspecified period of advance notice; or©2023 Pegasystems Inc. Internal Use – NDA Required for External(vi)appointing a Company representative to monitor various aspects of the Related Person Transaction.

If a Related Person Transaction is ongoing, the Committee may establish additional guidelines for theCompany’s management to follow in its ongoing dealings with the Related Person. Thereafter, the Committee, on atleast an annual basis, shall review and assess ongoing relationships with the Related Person to see that they are incompliance with the Committee’s guidelines and that the Related Person Transaction remains appropriate.
No director shall participate in any discussion or approval of a Related Person Transaction for which suchdirector is a Related Person, except that the director shall provide all material information concerning the Related
Person Transaction to the Committee.
The Committee has reviewed the Related Person Transactions described below in “Standing Pre-Approvalfor Certain Related Person Transactions” and determined that each of the Related Person Transactions described
therein shall be deemed to be pre-approved or ratified (as applicable) by the Committee under the terms of thispolicy. In connection with each regularly scheduled meeting of the Committee, a summary of each new Related
Person Transaction deemed pre-approved pursuant to paragraph (iii) or (iv) under “Standing Pre-Approval for
Certain Related Person Transactions” below shall be provided to the Committee for its review.
Standing Pre-Approval for Certain Related Person Transactions
The Committee has reviewed the categories of Related Person Transactions described below and determinedthat any Related Person Transaction included within one or more of such categories shall be deemed to be preapproved by the Committee, even if the aggregate amount involved will exceed $120,000:(i)

Any employment by the Company of an executive officer of the Company if:(a)the related compensation is required to be reported in the Company’s proxy statement under
the Securities and Exchange Commission’s compensation disclosure requirements under Item 402 of Regulation S-K; or(b)the executive officer is not an immediate family member (as specified above) of anotherexecutive officer or director of the Company, the related compensation would be reported in the Company’s proxystatement under Item 402 of Regulation S-K if the executive officer was a “named executive officer”, and the Company’s
Compensation Committee (or group of directors performing a similar function) or Board approved such compensation;(ii)
Any compensation paid to a director if the compensation is required to be reported in theCompany’s proxy statement under Item 402 of Regulation S-K;
(iii)
Any transaction with another company at which a Related Person’s only relationship is as a director or
beneficial owner of less than 10% of that company’s shares, if the aggregate amount involved does not exceed thegreater of $1,000,000, or 2% of that company’s total annual revenues;(iv)
Any charitable contribution, grant or endowment by the Company to a charitable organization,foundation or university at which a Related Person’s only relationship is as an employee (other than an executiveofficer) or a director, if the aggregate amount involved does not exceed the lesser of $1,000,000, or 2% of thecharitable organization’s total annual receipts; and©2023 Pegasystems Inc. Internal Use – NDA Required for External(v)Any transaction where the Related Person’s interest arises solely from the ownership of the Company’scommon stock and all holders of the Company’s common stock receive the same benefit on a pro rata basis (e.g.
dividends).
Failure to Comply
Any Related Person who is an executive officer or director of the Company and who is found to have violated
this policy will be subject to corrective action up to and including termination of employment or of the directorship.
DisclosureAll Related Person Transactions that are required to be disclosed in the Company’s filings with the Securities andExchange Commission, as required by the Securities Act of 1933 and the Securities Exchange Act of 1934 and related
rules and regulations, shall be disclosed in accordance with such laws, rules and regulations. The material features ofthis policy shall be disclosed in the Company’s annual report on Form 10-K or in the Company’s proxy statement, asrequired by applicable laws, rules and regulations. In addition, the Company shall post this policy on its website andupdate it as necessary.

RESPONSIBILITESGeneral Counsel:• Approves policy• Implements this policy• Provides overall corporate guidance and direction for the execution of this policy• Approves all disclosure relating to this policy

VERSION HISTORY*List the latest changes at the top of the below table
VersionDate

Reason for change

November 7, 2023
November 28, 2022
November 30, 2021

Author(Pega ID)
Schij3
Schij3
Lancd

2.0
2.0
2.0
2.0

November 20, 2020

Ralea

No changes

2.0

March 31, 2020

lancd

No changes

2.0

March 12, 2019

Lancd

Revised footer in alignment with Data Classification Policy.

2.0
2.0
2.0
2.0

June 22, 2018
May 26, 2017
June 20, 2016
May 24, 2015

bursj
kaplb
kaplb
kaplb

No changes, review and update logo.
No changes, review only.
No changes, review only.
Revised threshold amount.

Revised footer and Version History table; minor grammatical edits
Revised footer and Version History table
No changes, review only.

Document Approval
The General Counsel and Chief Compliance Officer is the owner of this document and is responsible for ensuring that it isreviewed annually. The current version of this policy was approved by the Compliance & Risk Governing Committee on
the approval date recorded below and is issued on a version-controlled basis under their authority.
Owner Title: General Counsel and Chief Compliance Officer

Latest Approval Date: 12/22/23©2023 Pegasystems Inc. Internal Use – NDA Required for External