Pegasystems Inc. (NASDAQ: PEGA), the software company empowering digital transformation at the world's leading enterprises, today announced its intention to offer, subject to market and other conditions, $450,000,000 aggregate principal amount of Convertible Senior Notes due 2025 (the "notes") in a private offering (the "offering") to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"). Pega also expects to grant the initial purchasers of the notes an option to purchase up to an additional $67,500,000 aggregate principal amount of the notes.

The notes will be senior, unsecured obligations of Pega, will accrue interest payable semi-annually in arrears, and will mature on March 1, 2025, unless earlier repurchased, redeemed or converted. Noteholders will have the right to convert their notes in certain circumstances and during specified periods. Pega will settle conversions by paying or delivering, as applicable, cash, shares of its common stock or a combination of cash and shares of its common stock, at the election of Pega. The final terms of the notes, including the initial conversion price, interest rate and certain other terms of the notes, will be determined at the time of pricing.