Progeny 3 (NYSE: PAR) files 13G for 5.1% PAR Technology stake

Rhea-AI Filing Summary

Progeny 3, Inc. and Jon Hemingway report a 5.1% beneficial ownership stake in PAR Technology Corporation’s common stock. They are deemed to beneficially own 2,056,308 shares, with sole voting and dispositive power over these shares, held in certain managed accounts.

The reporting persons state they do not directly own the shares and each disclaims beneficial ownership, noting that the accounts have the right to receive dividends and sale proceeds. They also certify the holdings are not intended to change or influence control of PAR Technology.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

PAR Technology Corporation

(Name of Issuer)

Common Stock, par value $0.02 per share

(Title of Class of Securities)

698884103

(CUSIP Number)

10/17/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. 698884103

1

Names of Reporting Persons

Progeny 3, Inc.

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

WASHINGTON

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 2,056,308.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 2,056,308.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

2,056,308.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

5.1 %

12

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13G

CUSIP No. 698884103

1

Names of Reporting Persons

Jon Hemingway

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 2,056,308.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 2,056,308.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

2,056,308.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

5.1 %

12

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13G

Item 1.
(a)	Name of issuer: PAR Technology Corporation
(b)	Address of issuer's principal executive offices: PAR Technology Park, 8383 Seneca Turnpike, New Hartford, New York, 13413-4991
Item 2.
(a)	Name of person filing: This statement on Schedule 13G (this "Schedule 13G") with respect to PAR Technology Corporation (the "Issuer") is filed by Progeny 3, Inc., a Washington corporation (the "Manager"), which serves as the manager of certain accounts (collectively, the "Accounts"), and Jon Hemingway ("Hemingway"), who controls the Manager. The Manager and Hemingway are collectively referred to herein as the "Reporting Persons." Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party. The Reporting Persons have entered into a Joint Filing Agreement, a copy of which is filed with this Schedule 13G as Exhibit 99.1, pursuant to which they have agreed to file this Schedule 13G jointly in accordance with the provisions of Rule 13d-1(k) of the Securities Exchange Act of 1934, as amended (the "Act"). The filing of this Schedule 13G is not, and should not be construed as, an admission that any of the Reporting Persons is, for the purposes of Section 13 of the Act, the beneficial owner of the securities reported herein.
(b)	Address or principal business office or, if none, residence: The principal business address of the Reporting Persons is 5209 Lake Washington Blvd NE, Suite 200, Kirkland, WA 98033
(c)	Citizenship: The Manager is a corporation organized under the laws of the State of Washington and Hemingway is a citizen of the United States of America.
(d)	Title of class of securities: Common Stock, par value $0.02 per share
(e)	CUSIP No.: 698884103
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: The percentages used in this Schedule 13G are calculated based upon the number of outstanding shares of Common Stock, par value $0.02 per share, of the Issuer (the "Common Stock") as of November 4, 2025, as reported by the Issuer in its quarterly report on Form 10-Q for the quarterly period ended September 30, 2025, as filed with the U.S. Securities and Exchange Commission (the "SEC") on November 6, 2025. The information required by Items 4(a) - (c) of this Schedule 13G is set forth in Rows 5-11 of the applicable cover page for each Reporting Person and is incorporated herein by reference for each Reporting Person. The Reporting Persons do not directly own any Common Stock. Pursuant to investment agreements with the Accounts, the Manager maintains voting and dispositive power with respect to the securities held by the Accounts. Hemingway controls the Manager. Under the rules promulgated by the SEC, the Reporting Persons may be deemed to beneficially own the Common Stock. Each Reporting Person hereby disclaims beneficial ownership of the securities reported in this Schedule 13G.
(b)	Percent of class: See cover page
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: See cover page
	(ii) Shared power to vote or to direct the vote: 0
	(iii) Sole power to dispose or to direct the disposition of: See cover page
	(iv) Shared power to dispose or to direct the disposition of: 0
Item 5.	Ownership of 5 Percent or Less of a Class.
	Not Applicable
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required. See Item 2. The Accounts have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock reported herein.
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Progeny 3, Inc.

Signature:	/s/ Christopher Hemingway
Name/Title:	Christopher Hemingway/Co-CIO
Date:	02/09/2026

Jon Hemingway

Signature:	/s/ Christopher Hemingway
Name/Title:	Christopher Hemingway/Attorney-in-Fact
Date:	02/09/2026

Exhibit Information

Joint Filing Agreement

FAQ

What stake in PAR (PAR) does Progeny 3 report on this Schedule 13G?

Progeny 3, Inc. and Jon Hemingway report beneficial ownership of 2,056,308 PAR Technology common shares, representing 5.1% of the class. This percentage is based on shares outstanding as of November 4, 2025, as disclosed in PAR Technology’s Form 10-Q.

Who are the reporting persons in this PAR (PAR) Schedule 13G filing?

The reporting persons are Progeny 3, Inc., a Washington corporation, and Jon Hemingway, a U.S. citizen. Progeny 3 manages certain investment accounts holding the PAR shares, and Hemingway controls Progeny 3, giving them deemed beneficial ownership under SEC rules.

How much voting and dispositive power do the filers have over PAR (PAR) shares?

The reporting persons have sole voting and sole dispositive power over 2,056,308 PAR Technology common shares and no shared power. Progeny 3 maintains these powers under investment agreements with the managed accounts that actually hold the shares.

Do Progeny 3 and Jon Hemingway directly own PAR (PAR) shares?

The filing states the reporting persons do not directly own any PAR Technology common stock. Instead, the shares are held in managed accounts for which Progeny 3 has voting and dispositive authority, causing deemed beneficial ownership under SEC rules, which they expressly disclaim.

Are the PAR (PAR) shares held to influence control of the company?

The certification states the PAR shares were not acquired and are not held to change or influence control of the issuer. The holdings are instead reported under Schedule 13G, which is used for certain passive or non-control-oriented positions.

Who receives dividends and sale proceeds from the PAR (PAR) shares?

The managed accounts, not the reporting persons personally, have the right to receive dividends and proceeds from PAR share sales. The filing notes that these accounts benefit economically from the securities reported, while Progeny 3 exercises voting and dispositive authority.