Audit Committee

MEMBERS

Christopher Lafond (Chair, Financial Expert)

Rohit Ghai

Peter Gyenes

Larry Weber

AUDIT COMMITTEE CHARTER

A. PURPOSE

The primary purpose of the Audit Committee (the “Committee”) of the Board of Directors (the “Board”) of Pegasystems Inc. (the “Company”) is to oversee the accounting and financial reporting processes and the audits of the financial statements of the Company, the qualifications, independence and performance of the Company’s independent auditors engaged for the purpose of preparing or issuing an audit report or performing other audit, review or attest services for the Company, the performance of the Company’s internal audit function, and the Company’s compliance with legal and regulatory requirements. The Committee may also perform such other duties and responsibilities as may be assigned to it from time to time by the Board.

B. STRUCTURE AND MEMBERSHIP

1. Number. The Committee shall consist of three or more directors as determined by the Board.
2. Independence; Qualifications. Each of whom shall meet the independence and experience requirements of the Nasdaq Stock Market, as applicable, Section 10A(m)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations of the Securities and Exchange Commission (“SEC”). At least one member of the Committee shall qualify as an “audit committee financial expert”, as defined in Item 407(d)(5) of Regulation S-K under the Exchange Act.
3. Chair. A Chairperson shall be elected by the full Board.
4. Compensation. The compensation of Committee members shall be as determined by the Board.
5. Selection and Removal. The members of the Committee shall be elected by the Board at the annual organizational meeting of the Board. The Board may, at any time and in its sole discretion, replace a Committee member.

C. AUTHORITY AND RESPONSIBILITIES

To fulfill its responsibilities and duties the Committee shall:

Documents/Reports Review

1. Review and discuss with management the Company’s annual financial statements, quarterly financial statements and all internal controls reports (or summaries thereof). Review other material reports on financial information (excluding tax returns and reports) submitted by the Company to any government body, including management certifications as required by the Sarbanes-Oxley Act (Sections 302 and 906) and relevant reports rendered by the independent accountants (or summaries thereof).
2. Recommend to the Board whether the financial statements should be included in the Annual Report on Form 10-K. Review with financial management and the independent accountants the Quarterly Report on Form 10-Q prior to its filing.
3. Review and discuss with management, and as applicable, the independent accounting firm, the use of any non-GAAP measures in the Company’s periodic reports and quarterly earnings press releases filed with the SEC.
4. Review and discuss with management, including the CFO and the independent accounting firm, major changes in and other questions regarding accounting and auditing principles and procedures.
5. Review and discuss with management the Company’s quarterly earnings press releases.
6. Oversee the preparation of the audit committee report required by Item 407(d)(3) of Regulation S-K of the Exchange Act (or any successor provision) to be included in the Company’s annual proxy statement.

Independent Accountants

7. Be directly responsible for the appointment, compensation, retention and oversight of the independent accounting firm employed by the Company (including the resolution of disagreements between management and the independent accounting firm regarding financial reporting) for the purpose of preparing or issuing an audit report or related work. Any such independent accounting firm shall report directly and have ultimate accountability to the Committee.
8. On an annual basis, receive from the independent accounting firm a formal written statement identifying all relationships between the independent accounting firm and the Company consistent with applicable requirements of the Public Company Accounting Oversight Board (PCAOB) regarding the independent accounting firm’s communications with the audit committee concerning independence. The Committee shall actively engage in a dialogue with the independent accounting firm as to any disclosed relationships or services that may impact the independent accounting firm’s independence. The Committee shall take, or recommend that the Board take, appropriate action to oversee the independence of the independent accounting firm.
9. Discuss with representatives of the independent accounting firm the matters required to be discussed by PCAOB Auditing Standard No. 4105, as it may be modified or supplemented.
10. Review and discuss with the independent accounting firm (outside of the presence of management) the matters required to be discussed by PCAOB Auditing Standard No. 1301, as it may be modified or supplemented, and other applicable standards of the PCAOB, including any significant adjustments, management judgments and accounting estimates, significant new accounting policies, and disagreements with management.
11. To the extent required by Section 10A of the Exchange Act, pre-approve all non-audit services to be provided to the Company by the independent accounting firm.
12. Review and discuss with the independent accounting firm on a timely basis (i) all critical accounting policies and practices to be used, (ii) all alternative treatments of financial information within generally accepted accounting principles that have been discussed with management, ramifications of such alternative disclosures and treatments, and the treatment preferred by the independent accounting firm; and (iii) other material written communications between the independent accounting firm and management, such as any management letter or schedule of unadjusted differences.

Financial Reporting Processes

13. In consultation with the independent accountants, review the integrity of the Company’s financial reporting processes (both internal and external controls) and the internal control structure (including disclosure controls).
14. Review and discuss with the internal auditors (or other management personnel responsible for the internal audit function) and the Chief Compliance Officer (i) the Company’s internal system of audit and business and financial controls, (ii) the results of internal audits, and (iii) the responsibilities, budget and staffing of the Company’s internal audit function. The head of the internal audit function reports administratively to the Company’s Chief Legal Officer and functionally to the Audit Committee, and the Audit Committee is responsible for making decisions about hiring and terminating the employment of the head of internal audit and providing feedback and input into the performance evaluation and compensation of head of internal audit.
15. Consider the independent accountants’ judgments about the quality and appropriateness of the Company’s accounting principles as applied in its financial reporting.
16. Consider and approve, if appropriate, major changes to the Company’s auditing and accounting principles and practices as suggested by the independent accounting firm or management.
17. Establish procedures for (i) the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters and (ii) the confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters.

Process Improvement

18. Establish regular and separate systems of reporting to the Committee by each of management and the independent accountants regarding any significant judgments made in management’s preparation of the financial statements and the view of each as to the appropriateness of such judgments.
19. Review with the independent accountants and management the extent to which changes or improvements in financial or accounting practices, as approved by the Committee, have been implemented. (This review should be conducted at an appropriate time subsequent to implementation of changes or improvements, as decided by the Committee.)
20. Establish hiring policies for employees or former employees of the Company’s independent accounting firm employed by the Company to ensure compliance with Section 10A(l) of the Exchange Act.
21. Assure the regular rotation of the lead audit partner and the audit partner responsible for reviewing the audit as required by Section 10A(j) of the Exchange Act.
22. Ascertain annually from the independent accounting firm whether the Company has issues under Section 10A(b) of the Exchange Act.

Legal Compliance

23. Review, with the Company’s counsel, legal compliance matters (including corporate securities trading policies) reasonably likely to have a material effect on the Company’s financial statements.
24. Oversee the Company’s Code of Conduct and have authority to grant requests presented to it for waivers of compliance with such code by directors and executive officers of the Company.
25. Review, with the Company’s counsel, any legal matter that could have a significant impact on the Company’s financial statements.

Risk Oversight

26. Review and discuss the Company’s policies and processes regarding risk assessment and risk management and recommend any changes to such guidelines and policies to the Board. These policies and processes regarding risk assessment and risk management shall include guidelines and policies to govern the process by which the Company’s exposure to risk is handled, data privacy, cybersecurity, and environmental, social, and governance (ESGF) matters. The Board and the Committee have established a Risk Subcommittee to serve as the primary vehicle for Board and Committee oversight of the execution of the Company’s Enterprise Risk Management, including with respect to cybersecurity and emerging technologies.

D. PROCEDURES AND ADMINISTRATION

1. Meetings. The Committee shall meet at least four times annually, or more frequently as circumstances dictate. As part of its job to foster open communication, the Committee shall meet periodically with management and the independent accountants in separate executive sessions to discuss any matters that the Committee or each of these groups believe should be discussed privately. In addition, the Committee should meet with the independent accountants and management quarterly to review the corporation’s financial statements and the Company’s disclosure under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s SEC reports consistent with Section C above.
2. Subcommittees. The Committee may form and delegate authority to one or more subcommittees (the “Subcommittee”) as it deems appropriate from time to time under the circumstances (including (a) a subcommittee consisting of a single member and (b) a subcommittee consisting of at least two members of the Audit Committee in addition to other member(s) of the Board as the Board shall determine). The Subcommittee may operate under a Charter. The members of any such Subcommittee shall be elected by the Board. The Board may, at any time and in its sole discretion, replace a Subcommittee member. A Chairperson of such Subcommittee shall be elected by the full Board.
3. Reports to the Board. The Committee shall report regularly to the Board.
4. Charter. The Committee shall review this Charter periodically, at least annually, and update as conditions dictate.
5. Access to Employees and Advisors; Funding. The Committee shall have free access to management and Company employees for the purpose of doing its work. The Committee shall have the authority to retain independent legal counsel and independent accountants and other advisors as it deems necessary and appropriate to carry out its duties and responsibilities hereunder. The Company shall provide appropriate funding, as determined by the Committee, for payment of (i) compensation to the independent accounting firm employed by the Company to render or issue an audit report, (ii) compensation to the advisors referred to in the immediately preceding sentence employed by the Committee and (iii) ordinary administrative expenses of the Committee that are necessary or appropriate in carrying out its duties.
6. Investigations. The Committee shall have the authority to conduct or authorize investigations into any matters within the scope of its responsibilities as it shall deem appropriate, including the authority to request any officer, employee or advisor of the Company to meet with the Committee or any advisor engaged by the Committee.
7. Self-Evaluation. The Committee shall periodically evaluate its own performance.

Last approved by Board of Directors on October 20, 2026